UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 20132014

 

OR

 

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

 

For the transition period from __________ to __________

 

Commission file number1-10899

 

Kimco Realty Corporation

(Exact name of registrant as specified in its charter)

 

Maryland

 

13-2744380

(State or other jurisdiction of incorporation or organization)

 

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

 

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

(Address of principal executive offices)     (Zip Code)

 

(516) 869-9000

(Registrant’s telephone number, including area code)

 

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

Title of each class

 

Name of each exchange on

which registered

   

Common Stock, par value $.01 per share.

 

New York Stock Exchange

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


Preferred Stock, par value $1.00 per share.

 

New York Stock Exchange

Depositary Shares, each representing one-thousandth of a share of 6.00% Class I Cumulative Redeemable


Preferred Stock, par value $1.00 per share.

New York Stock Exchange

Depositary Shares, each representing one-thousandth of a share of 5.50% Class J Cumulative Redeemable


Preferred Stock, par value $1.00 per share.

 

New York Stock Exchange

Depositary Shares, each representing one-thousandth of a share of 5.625% Class K Cumulative Redeemable


Preferred Stock, par value $1.00 per share.

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act:      None

 

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

 

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

 

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

 

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

 

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


 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

(Do not check if a smaller reporting company.)

 

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $9.5$9.1 billion based upon the closing price on the New York Stock Exchange for such equity on June 30, 2013.2014.

 

(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.

 

409,772,726412,577,958 shares as of February 13, 2014.25, 2015.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on May 6, 2014.5, 2015.

 

Index to Exhibits begins on page 38.37.



 

 
Page 1 of 153

 

 

TABLE OF CONTENTS

 

Item No.

 

Form 10-K
Report
Page

 

PART I

 
   

   1.

Business

3

   

   1A.

Risk Factors

5

   

   1B.

Unresolved Staff Comments

11

   

   2.

Properties

11

   

   3.

Legal Proceedings

13

   

   4.

Mine Safety Disclosures

13

   
 

PART II

 
   

   5.

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

14

   

   6.

Selected Financial Data

16

   

   7.

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

17

   

   7A.

Quantitative and Qualitative Disclosures About Market Risk

35

   

   8.

Financial Statements and Supplementary Data

36

   

   9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

36

   

   9A.

Controls and Procedures

36

   

   9B.

Other Information

36

   
 

PART III

 
   

   10.

Directors, Executive Officers and Corporate Governance

36

   

   11.

Executive Compensation

37

   

   12.

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

37

   

   13.

Certain Relationships and Related Transactions, and Director Independence

37

   

   14.

Principal Accounting Fees and Services

37

   
 

PART IV

 
   

   15.

Exhibits, Financial Statement Schedules

37

Item No.

 

Form 10-K
Report
Page

 

PART I

 
   

1.

Business

3

   

1A.

Risk Factors

5

   

1B.

Unresolved Staff Comments

12

   

2.

Properties

12

   

3.

Legal Proceedings

13

   

4.

Mine Safety Disclosures

13

   
 

PART II

 
   

5.

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

14

   

6.

Selected Financial Data

16

   

7.

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

17

   

7A.

Quantitative and Qualitative Disclosures About Market Risk

34

   

8.

Financial Statements and Supplementary Data

35

   

9.

Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure

35

   

9A.

Controls and Procedures

35

   

9B.

Other Information

35

   
 

PART III

 
   

10.

Directors, Executive Officers and Corporate Governance

35

   

11.

Executive Compensation

36

   

12.

Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters

36

   

13.

Certain Relationships and Related Transactions, and DirectorIndependence

36

   

14.

Principal Accounting Fees and Services

36

   
 

PART IV

 
   

15.

Exhibits, Financial Statement Schedules

36

 

 

 

FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K (“Form 10-K”), together with other statements and information publicly disseminated by Kimco Realty Corporation (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “target,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms favorable to the Company, (iv) the Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations, (vi) the level and volatility of interest rates and foreign currency exchange rates and managements’ ability to estimate the impact thereof, (vii) risks related to ourthe Company’s international operations, (viii) the availability of suitable acquisition, disposition, development and dispositionredevelopment opportunities , and risks related to acquisitions not performing in accordance with our expectations, (ix) valuation and risks related to ourthe Company’s joint venture and preferred equity investments, (x) valuation of marketable securities and other investments, (xi) increases in operating costs, (xii) changes in the dividend policy for the Company’s common stock, (xiii) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center, (xiv) impairment charges, and (xv) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and (xvi) the risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in this Form 10-K and in the Company’s other filings with the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised however, to consultrefer to any further disclosures the Company makes or related subjects in the Company’s reports on Form 10-Q and Form 8-K that the Company files with the Securities and Exchange Commission (“SEC”).

 

PART I

 

Item 1.  Business

 

Background

 

Kimco Realty Corporation, a Maryland corporation, is one of the nation's largest owners and operators of neighborhood and community shopping centers.  The terms "Kimco," the "Company," "we," "our" and "us" each refer to Kimco Realty Corporation and our subsidiaries, unless the context indicates otherwise.  The Company is a self-administered real estate investment trust ("REIT") and has owned and operated neighborhood and community shopping centers for more than 50 years.  The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of December 31, 2013,2014, the Company had interests in 852754 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 124.5109.5 million square feet of gross leasable area (“GLA”), and 575533 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 13.211.7 million square feet of GLA, for a grand total of 1,4271,287 properties aggregating 137.7121.2 million square feet of GLA, located in 4241 states, Puerto Rico, Canada, Mexico Chile and Peru.Chile. The Company’s ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management.  The Company believes its portfolio of neighborhood and community shopping center properties is the largest (measured by GLA) currently held by any publicly traded REIT.

 

The Company's executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 and its telephone number is (516) 869-9000. Nearly all operating functions, including leasing, legal, construction, data processing, maintenance, finance and accounting are administered by the Company from its executive offices in New Hyde Park, New York and supported by the Company’s regional offices. As of December 31, 2013,2014, a total of 597580 persons were employed by the Company.

 

The Company’s Web site is located athttp://www.kimcorealty.com. The information contained on our Web site does not constitute part of this Form 10-K. On the Company’s Web site you can obtain, free of charge, a copy of our Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable, after we file such material electronically with, or furnish it to, the SEC. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC athttp://www.sec.gov.

 

 

  

The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders. In 1973, these principals formed the Company as a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into the Company. The Company completed its initial public stock offering (the "IPO") in November 1991, and, commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income, as defined under the Code. In 1994, the Company reorganized as a Maryland corporation. In March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large Cap companies, most of which are U.S. corporations. The Company's common stock, Class H Depositary Shares, Class I Depositary Shares, Class J Depositary Shares and Class K Depositary Shares are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprH”, “KIMprI”, “KIMprJ” and “KIMprK”, respectively.

 

The Company’s initial growth resulted primarily from ground-up development and the construction of shopping centers. Subsequently, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and continued its expansion across the nation. The Company implemented its investment real estate management format through the establishment of various institutional joint venture programs, in which the Company has noncontrolling interests. The Company earns management fees, acquisition fees, disposition fees as well as promoted interests based on achieving certain performance metrics. The Company continued its geographic expansion with investments in Canada, Mexico, Chile, Brazil and Peru,Peru; however during 2013, based upon a perceived change in market conditions, the Company began its efforts to exit its investments in Mexico and South America. By the fourth quarter of 2014, the Company had substantially liquidated its investments in Mexico, Brazil and Peru. The Company’s revenues and equity in income (including gains on sales and impairment losses) from its foreign investments in U.S. dollar equivalents and their respective local currencies are as follows (in millions):

 

 

2013

  

2012

  

2011

  

2014

  

2013

  

2012

 

Revenues (consolidated in USD):

                        

Mexico

 $49.5  $47.3  $46.3  $29.4  $49.5  $47.3 

Brazil

 $3.2  $3.8  $3.8  $-  $3.2  $3.8 

Peru

 $0.4  $0.4  $0.4  $0.1  $0.4  $0.4 

Chile

 $9.2  $7.4  $0.3  $8.1  $9.2  $7.4 

Revenues (consolidated):

                        

Mexico (Mexican Pesos “MXN”)

  673.8   626.5   570.2   382.3   673.8   626.5 

Brazil (Brazilian Real)

  6.8   7.2   6.3   -   6.8   7.2 

Peru (Peruvian Nuevo Sol)

  1.2   1.1   1.1   0.4   1.2   1.1 

Chile (Chilean Pesos “CLP”)

  4,464.7   3,648.0   144.7   4,485.9   4,464.7   3,648.0 
                        

Equity in income (unconsolidated joint ventures, including preferred equity investments in USD):

                        

Canada

 $46.1  $45.4  $21.3  $49.3  $46.6  $45.7 

Mexico

 $98.1  $15.0  $11.9 

Mexico (2014 includes the release of cumulative foreign currency translation adjustment “CTA”)

 $(3.7) $98.1  $15.0 

Chile

 $4.2  $0.4  $0.9  $(0.1) $4.2  $0.4 
                        

Equity in income (unconsolidated joint ventures, including preferred equity investments in local currencies):

                        

Canada (Canadian dollars)

  47.5   44.4   19.7   54.6   48.0   46.0 

Mexico (MXN)

  232.3   152.8   123.5   (550.8)  232.3   152.8 

Chile (CLP)

  2,141.2   194.2   411.2   (55.3)  2,141.2   194.2 

 

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

 

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

 

 

 

OperatiOperatingng and Investment Strategy

 

The Company’s strategy is to be the premier owner and operator of neighborhood and community shopping centers through investments primarily in the U.S. and Canada.  To achieve this strategy the Company is (i) striving to transform the quality of its portfolio by disposing of lesser quality assets and acquiring larger higher quality properties in key markets identified by the Company, (ii) simplifying its business by exiting Mexico and South America and reducing the number of joint venture investments and (iii) pursuing redevelopment opportunities within its portfolio to increase overall value. This strategy entailed a shift away from non-retail assets. These investments included non-retail preferred equity investments, marketable securities, mortgages on non-retail propertiesvalue and several urban mixed-use properties. As of December 31, 2013, the Company had substantially completed the sale of these non-retail assets.certain development opportunities for long-term investment. The Company also has an active capital recycling program and during the second quarter of selling retail assets deemed non-strategic and properties within2014, the Company implemented a plan to accelerate the disposition of certain U.S. properties. This plan effectively shortened the Company’s Latin American portfolio.anticipated hold period for these properties and as such caused the Company to recognize impairment charges on certain consolidated operating properties to reflect their estimated fair values. If the Company accepts sales prices for these assets that are less than their net carrying values, the Company would be required to take additional impairment charges. In order to execute the Company’s strategy, the Company intends to continue to strengthen its balance sheet by pursuing deleveraging efforts over time, providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing on neighborhood and community shopping centers. The Company also has an institutional management business with domestic and foreign institutional partners for the purpose of investing in neighborhood and community shopping centers. In an effort to further its simplification strategy, the Company is actively pursuing opportunities to reduce its institutional management business through partner buy-outs, property acquisitions from institutional joint ventures and/or third party property sales.

 

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

 

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

 

The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. As of December 31, 2013,2014, no single neighborhood and community shopping center accounted for more than 1.7%1.8% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than 1.3%1.4% of the Company’s total shopping center GLA. At December 31, 2013,2014, the Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, Kohl’s and Bed Bath & Beyond and Kohl’s which represented 3.0%3.3%, 2.8%2.4%, 2.3%1.8%, 1.8% and 1.7%1.8%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

 

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

 

Item 1A. Risk Factors

 

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

 

Loss of our tax status as a real estate investment trustor changes in federal tax laws, regulations, administrative interpretations or court decisions relating to real estate investment trustscould have significant adverse consequences to us and the value of our securities.

 

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

 

 

 

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

 

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

 

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

 

 

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

 

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

 

unless we were entitled to relief under statutory provisions, we could not elect to be subject to taxtaxed 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 or changes in federal tax laws with respect to qualification as a REIT or the tax consequences of such qualification could also impair our ability to expand our business or raise capital and materially adversely affect the value of our securities.

 

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

 

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

 

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

 

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

 

 

changes in the national, regional and local economic climate;

 

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

 

trends toward smaller store sizes as retailers reduce inventory and new prototypes;

 

increasing use by customers of e-commerce and online store sites;

 

the attractiveness of our properties to tenants;

 

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

 

tenants who may declare bankruptcy and/or close stores;

 

competition from other available properties to attract and retain tenants;

 

changes in market rental rates;

 

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

 

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

 

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

 

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

 

acts of terrorism and war, acts of God and physical and weather-related damage to our properties; and

 

the potential risk of functional obsolescence of properties over time.

 

 

 

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

 

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

 

 

weakness in the national, regional and local economies;

 

the adverse financial condition of some large retailing companies;

 

the impact of internet sales on the demand for retail space;

 

ongoing consolidation in the retail sector; and

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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


 

We intend tocontinue tosell our non-retail and non-strategicassets over the next several years and may not be able to recover our investments, which may result in significant losses to us.

 

There can be no assurance that we will be able to recover the current carrying amount of all of our non-retail and/or non-strategic properties and investments and those of our unconsolidated joint ventures in the future. Our failure to do so would require us to recognize impairment charges for the period in which we reached that conclusion, which could materially and adversely affect our business, financial condition, operating results and cash flows.


 

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

 

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

 

 

currency risks, including currency fluctuations;

 

unexpected changes in legislative and regulatory requirements, including changes in applicable laws and regulations in the United States that affect foreign operations;

 

potential adverse tax burdens;

 

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

 

obstacles to the repatriation of earnings and cash;

 

regional, national and local political uncertainty;

 

economic slowdown and/or downturn in foreign markets;

 

difficulties in staffing and managing international operations;

 

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

 

reduced protection for intellectual property in some countries.

 

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

 

Currency fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment result in a cumulative translation adjustment (“CTA”), which is recorded as a component of Accumulated other comprehensive income (“AOCI”) on the Company’s Consolidated Balance Sheets. The CTA amounts are subject to future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Changes in exchange rates are impacted by many factors that cannot be forecasted with reliable accuracy. Any change could have a favorable or unfavorable impact on the Company’s CTA balance. The Company’s aggregate CTA net lossgain balance at December 31, 20132014, is $91.0$0.3 million, this amount consists of unrealized gains in Canada aggregating $15.2 million, offset by unrealized losses in Chile aggregating $14.9 million.  Based on the Company’s foreign investment balances at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $92.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $75.4 million. 

 

Under U.S. GAAP, the Company is required to release CTA balances into earnings when the Company has substantially liquidated its investment in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio and during the fourth quarter 2014 the Company substantially liquidated its investment in Mexico and Peru and recognized a loss from foreign currency translation in the amount of $140.1 million before noncontrolling interest of $5.8 million. The Company may, in the near term, substantially liquidate all of its investmentsinvestment in this portfolioChile which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings. At December 31, 2013, the aggregate CTA net loss balance relating to the Company’s Latin American portfolio is $114.7 million.  Based on the Company’s foreign investment balances in Latin Americas at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $48.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $39.4 million. 

 

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

 

We cannot predict the impact of laws and regulations affecting our international operations nor the potential that we may face regulatory sanctions.

 

Our international operations include properties in Canada, Mexico Chile, Brazil and PeruChile and are subject to a variety of United States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”). We have policies and procedures designed to promote compliance with the FCPA and other anti-corruption laws, but we cannot assure you that we will continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject, the manner in which existing laws might be administered or interpreted, or the potential that we may face regulatory sanctions.


 

We cannot assure you that our employees will adhere to our Code of Conduct or any other of our policies, applicable anti-corruption laws, including the FCPA, or other legal requirements. Failure to comply or violations of any applicable policies, anti-corruption laws, or other legal requirements may subject us to legal, regulatory or other sanctions, including criminal and civil penalties and other remedial measures. We have received a subpoena from the Enforcement Division of the SEC in connection with the SEC’s investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the FCPA. We are cooperating with the SEC investigation and a parallel investigation by the U.S. Department of Justice (“DOJ”). See “Item 3. Legal Proceedings,” below. The DOJ and the SEC have a broad range of civil and criminal sanctions under the FCPA and other laws and regulations, which they may seek to impose against corporations and individuals in appropriate circumstances including, but not limited to, injunctive relief, disgorgement, fines, penalties and modifications to business practices and compliance programs. Any of these remedial measures, if applicable to us, could have a material adverse impact on our business, results of operations, financial condition and liquidity.

 

We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions.

 

Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats including password protection, backup servers and annual penetration testing, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents could compromise the confidential information of our tenants, employees and third party vendors and disrupt and effect the efficiency of our business operations.

 


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

 

We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. The inability to obtain financing on a timely basis could have negative effects on our business, such as:

 

 

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

 

our liquidity could be adversely affected;

 

we may be unable to repay or refinance our indebtedness;

 

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

 

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

 

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

 

We are subject to financialfinancial covenantsthat may restrict our operating and acquisition activities.

 

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

 

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

 

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

 

 

the extent of institutional investor interest in us;

 

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

 

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

 

our financial condition and performance;

 

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

 

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

 

general economic and financial market conditions.

  


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

 

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

 


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

 

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

 

 

limited liquidity in the secondary trading market;

 

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

 

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

 

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

 

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

 

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

 

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

 

Our mortgage receivables may be or become subordinated to mechanics' or materialmen's liens or property tax liens. In these instances we may need to protect a particular investment by making payments to maintain the current status of a prior lien or discharge it entirely. In these cases,Where that occurs, 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.

The economic performance and value of our other investments, which we do not control and are in retail operations, are subject to risks associated with owning and operating retail businesses, including:

changes in the national, regional and local economic climate;

the adverse financial condition of some large retailing companies;

increasing use by customers of e-commerce and online store sites; and 

ongoing consolidation in the retail sector.

A decline in the value of our other investments may require us to recognize an other-than-temporary impairment (“OTTI”) against such assets. When the fair value of an investment is determined to be less than its amortized cost at the balance sheet date, we assess whether the decline is temporary or other-than-temporary. If we intend to sell an impaired asset, or it is more likely than not that we will be required to sell the impaired asset before any anticipated recovery, then we must recognize an OTTI through charges to earnings equal to the entire difference between the assets amortized cost and its fair value at the balance sheet date. When an OTTI is recognized through earnings, a new cost basis is established for the asset and the new cost basis may not be adjusted through earnings for subsequent recoveries in fair value.


 

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

 

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

 

Item 1B. Unresolved Staff Comments

 

None

 

Item 2.  Properties

 

Real Estate Portfolio.As of December 31, 2013,2014, the Company had interests in 852754 shopping center properties (the “Combined Shopping Center Portfolio”) aggregating 124.5109.5 million square feet of gross leasable area (“GLA”) and 575533 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 13.211.7 million square feet of GLA, for a grand total of 1,4271,287 properties aggregating 137.7121.2 million square feet of GLA, located in 4241 states, Puerto Rico, Canada, Mexico and South America.Chile.  The Company’s portfolio includes noncontrolling interests. Neighborhood and community shopping centers comprise the primary focus of the Company's current portfolio.  As of December 31, 2013,2014, the Company’s Combined Shopping Center Portfolio was 94.6%95.6% leased.

 

The Company's neighborhood and community shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of 137,723145,226 square feet as of December 31, 2013.2014. The Company generally retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with major renovations and refurbishing to preserve and increase the value of its properties. This includes renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting. During 2013,2014, the Company capitalized $11.4$22.2 million in connection with these property improvements and expensed to operations $29.3$33.8 million.

 

The Company's management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners. The Company's neighborhood and community shopping centers are usually "anchored" by a national or regional discount department store, supermarket or drugstore. As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and operators of shopping centers, the Company has established close relationships with a large number of major national and regional retailers. Some of the major national and regional companies that are tenants in the Company's shopping center properties include TJX Companies, The Home Depot, Wal-Mart, Kohl’s, Bed Bath & Beyond, Kohl’s, Royal Ahold, Sears Corporation,Petsmart, Ross Stores, Best Buy Petsmart and Ross Stores.Safeway.


 

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

 

Minimum base rental revenues and operating expense reimbursements accounted for 97%98% and other revenues, including percentage rents, accounted for 3%2% of the Company's total revenues from rental property for the year ended December 31, 2013.2014. The Company's management believes that the base rent per leased square foot for many of the Company's existing leases is generally lower than the prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for future growth.

 

Approximately 23.9%31.2% of the Company's leases of consolidated properties also contain provisions requiring the payment of additional rent calculated as a percentage of tenants’ gross sales above predetermined thresholds.  Percentage rents accounted for less than 1% of the Company's revenues from rental property for the year ended December 31, 2013.2014.  Additionally, a majority of the Company’s leases have provisions requiring contractual rent increases. The Company’s leases may also include escalation clauses, which provide for increases based upon changes in the consumer price index or similar inflation indices.

 

As of December 31, 2013,2014, the Company’s consolidated operating portfolio, comprised of 60.457.6 million square feet of GLA, was 94.0%95.7% leased. The U.S. properties make up the majority of the Company’s consolidated operating portfolio consisting of 56.257.2 million of the total 60.457.6 million square feet.  For the period January 1, 20132014 to December 31, 2013,2014, the Company increased the average base rent per leased square foot, which includes the impact of tenant concessions, in its U.S. consolidated portfolio of neighborhood and community shopping centers from $12.18$12.61 to $12.61,$13.50, an increase of $0.43.$0.89.  This increase primarily consists of (i) a $0.12$0.34 increase relating to acquisitions, (ii) a $0.21$0.31 increase relating to dispositions, and (iii) an $0.24 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio and (iii) a $0.10 increase relating to dispositions. For the period January 1, 2013 to December 31, 2013, the Company’s average base rent per leased square foot in its Mexican consolidated portfolio of neighborhood and community shopping centers increased from $9.22 to $9.45, an increase of $0.23. This increase primarily consists of (i) a $0.04 increase relating to development sites moved into occupancy in 2013, (ii) a $0.16 increase relating to new leases signed net of leases vacated and renewals within the portfolio and (iii) a $0.09 increase relating to dispositions, partially offset by (iv)the negative impact from changes in foreign currency exchange rates of $0.06.portfolio.


 

The Company has a total of 6,4455,569 leases in the U.S. consolidated operating portfolio. The following table sets forth the aggregate lease expirations for each of the next ten years, assuming no renewal options are exercised. For purposes of the table, the Total Annual Base Rent Expiring represents annualized rental revenue, for each lease that expires during the respective year. Amounts in thousands except for number of lease data:

 

Year Ending December 31,

  

Number of Leases

Expiring

  

Square Feet

Expiring

  

Total Annual Base Rent Expiring

  

% of Gross

Annual Rent

 
(1)   204   798  $11,876   1.8

%

2014

   604   3,250  $46,027   6.9

%

2015

   695   4,589  $62,833   9.5

%

2016

   712   5,480  $71,137   10.7

%

2017

   754   7,318  $91,473   13.8

%

2018

   713   6,183  $81,740   12.3

%

2019

   377   4,584  $54,583   8.2

%

2020

   199   2,712  $34,017   5.1

%

2021

   180   2,442  $29,638   4.5

%

2022

   186   2,264  $29,908   4.5

%

2023

   187   2,179  $30,143   4.5

%

2024

   121   3,051  $33,627   5.1

%

Year Ending

December 31,

 

Number of

Leases

Expiring

  

Square Feet

Expiring

  

Total Annual

Base Rent

Expiring

  

% of Gross

Annual Rent

 

(1)

  232   687  $12,846   1.8

%

2015

  600   3,167  $47,336   6.5

%

2016

  784   6,134  $80,059   11.0

%

2017

  873   7,432  $100,813   13.8

%

2018

  774   6,241  $89,340   12.2

%

2019

  724   6,123  $84,778   11.6

%

2020

  398   4,531  $58,196   8.0

%

2021

  219   2,602  $34,624   4.7

%

2022

  213   2,290  $32,082   4.4

%

2023

  210   2,343  $33,567   4.6

%

2024

  224   3,228  $45,236   6.2

%

2025

  106   1,530  $18,974   2.6

%

 

(1) Leases currently under month to month lease or in process of renewal

 

During 2013,2014, the Company executed 947872 leases totaling over 6.76.6 million square feet in the Company’s consolidated operating portfolio comprised of 400354 new leases and 547518 renewals and options. The leasing costs associated with these leases are estimated to aggregate $47.6$45.4 million or $23.48$23.73 per square foot. These costs include $38.2$35.9 million of tenant improvements and $9.4$9.5 million of leasing commissions. The average rent per square foot on new leases was $14.91$16.68 and on renewals and options was $12.54.$12.78. The Company will seek to obtain rents that are higher than amounts within its expiring leases, however, there are many variables and uncertainties which can significantly affect the leasing market at any time; as such, the Company cannot guarantee that future leases will continue to be signed for rents that are equal to or higher than current amounts.

 


Ground-Leased Properties. The Company has interests in 4649 consolidated shopping center properties and interests in 2024 shopping center properties in unconsolidated joint ventures that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center. The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements. At the end of these long-term leases, unless extended, the land together with all improvements revert to the landowner.

 

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

 

Item 3.  Legal Proceedings

 

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

 

On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the Foreign Corrupt Practices Act. The Company is cooperatingresponding to the subpoena and intends to cooperate fully with the SEC in this matter. The U.S. Department of Justice (“DOJ”) is conducting a parallel investigation, and the Company is cooperating with the DOJ investigation. At this point, we are unable to predict the duration, scope or result of the SEC or DOJ investigation.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.

 

 

 

PART II

 

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

 

Market Information There were no common stock offerings completed by the Company during the three-year period ended December 31, 2013.2014.

 

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

      

Stock Price

     

Period

 

High

  

Low

  

Dividends

  

High

  

Low

  

Dividends

 

2012:

            

2013:

            

First Quarter

 $19.90  $16.21  $0.19  $22.49  $19.41  $0.21 

Second Quarter

 $19.96  $17.16  $0.19  $25.09  $20.25  $0.21 

Third Quarter

 $21.16  $18.62  $0.19  $23.24  $19.68  $0.21 

Fourth Quarter

 $20.95  $18.11  

0.21 (a)

  $21.83  $19.22   0.225(a)
                        

2013:

            

2014:

            

First Quarter

 $22.49  $19.41  $0.21  $22.70  $19.61  $0.225 

Second Quarter

 $25.09  $20.25  $0.21  $23.63  $21.41  $0.225 

Third Quarter

 $23.24  $19.68  $0.21  $23.82  $21.54  $0.225 

Fourth Quarter

 $21.83  $19.22  0.225 (b)  $26.04  $21.56   0.24(b)

 

 

(a)

Paid on January 15, 2013, to stockholders of record on January 2, 2013.

(b)

Paid on January 15, 2014, to stockholders of record on January 2, 2014.

(b)

Paid on January 15, 2015, to stockholders of record on January 2, 2015.

 

Holders The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,6662,521 as of January 31, 2014.2015.

 

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

 

The Company has determined that the $0.90 dividend per common share paid during 2014 represented 36% ordinary income, a 36% return of capital and 28% capital gain to its stockholders. The $0.84 dividend per common share paid during 2013 represented 46% ordinary income, a 36% return of capital and 18% capital gain to its stockholders. The $0.76 dividend per common share paid during 2012 represented 72% ordinary income, a 23% return of capital and 5% capital gain to its stockholders.

 

In addition to its common stock offerings, the Company has capitalized the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, unsecured bank debt, mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock. Borrowings under the Company's revolving credit facility have also been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements. The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company with regard to dividends, voting, liquidation and other preferential rights available to the holders of such instruments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Footnotes 12, 13 and 16 of the Notes to Consolidated Financial Statements included in this Form 10-K.

 

The Company does not believe that the preferential rights available to the holders of its Class H Preferred Stock, Class I Preferred Stock, Class J Preferred Stock and Class K Preferred Stock, the financial covenants contained in its public bond indentures, as amended, its term loan, 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.

 

 

  

Issuer Purchases of Equity Securities During the year ended December 31, 2014, the Company repurchased 128,147 shares in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock awards under the Company’s equity-based compensation plans. The Company expended approximately $2.8 million to repurchase these shares.

Period 

 

Total

Number of

Shares

Purchased

  

Average

Price

Paid per

Share

  

Total Number of

Shares

Purchased as

Part of Publicly

Announced

Plans or

Programs

  

Approximate

Dollar Value of

Shares that

May Yet Be

Purchased Under the

Plans or Programs

(in millions)

 
January 1, 2014

January 31, 2014

  2,329  $20.01   -  $- 
February 1, 2014-

February 28, 2014

  83,826  $21.37   -   - 
March 1, 2014-

March 31, 2014

  39,678  $22.01   -   - 
April 1, 2014-

April 30, 2014

  -  $-   -   - 
May 1, 2014-

May 31, 2014

  557  $22.73   -   - 
June 1, 2014-

June 30, 2014

  302  $23.40   -   - 
July 1, 2014 

July 31, 2014

  789  $23.51   -   - 
August 1, 2014

August 31, 2014

  666  $22.37   -   - 
September 1, 2014

December 31, 2014

  -  $-   -   - 
Total 

 

  128,147  $22.13   -  $- 

Total Stockholder Return Performance The following performance chart compares, over the five years ended December 31, 2013,2014, the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the S&P 500 Index and the cumulative total return of the NAREIT Equity REIT Total Return Index (the "NAREIT Equity Index") prepared and published by the National Association of Real Estate Investment Trusts ("NAREIT"). Equity real estate investment trusts are defined as those which derive more than 75% of their income from equity investments in real estate assets. The NAREIT Equity Index includes all tax qualified equity real estate investment trusts listed on the New York Stock Exchange, American Stock Exchange or the NASDAQ National Market System. Stockholder return performance, presented quarterly for the five years ended December 31, 2013,2014, is not necessarily indicative of future results. All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed.

 

 

 

 

 

Item 6.  Selected Financial Data

 

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

 

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

 

 

Year ended December 31,  (2)

  Year ended December 31,   (2)  
   2013    2012    2011    2010    2009  2014  2013  2012  2011  2010 
  

(in thousands, except per share information)

  (in thousands, except per share information) 

Operating Data:

                                        

Revenues from rental properties (1)

 $910,356  $836,881  $779,156  $744,342  $675,596  $958,888  $825,210  $755,851  $698,211  $673,367 

Interest expense (3)

 $213,911  $225,710  $221,678  $221,930  $204,396  $203,759  $212,240  $223,736  $219,599  $219,766 

Early extinguishment of debt charges

 $-  $-  $-  $10,811  $-  $-  $-  $-  $-  $10,811 

Depreciation and amortization (3)

 $247,537  $236,923  $218,260  $204,969  $198,446  $258,074  $224,713  $214,827  $197,956  $188,706 

Gain on sale of development properties

 $-  $-  $12,074  $2,080  $5,751  $-  $-  $-  $12,074  $2,080 

Gain on sale of operating properties, net of tax (3)

 $1,432  $4,299  $108  $2,377  $3,611  $389  $1,432  $4,299  $108  $2,377 

Benefit for income taxes, net (4)

 $-  $-  $-  $-  $18,315 

Provision for income taxes, net (4)

 $34,520  $16,922  $25,789  $7,001  $-  $22,438  $32,654  $15,603  $24,928  $6,279 

Impairment charges (5)

 $91,404  $10,289  $13,077  $32,661  $126,133  $39,808  $32,247  $10,289  $13,077  $32,661 

Income/(loss) from continuing operations (6)

 $249,742  $203,303  $131,284  $105,099  $(41,713)

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

                    

Income from continuing operations (6)

 $375,133  $276,884  $172,760  $100,059  $65,091 

Income per common share, from continuing operations:

                    

Basic

 $0.47  $0.27  $0.18  $0.10  $(0.17) $0.77  $0.53  $0.19  $0.10  $0.03 

Diluted

 $0.47  $0.27  $0.18  $0.10  $(0.17) $0.77  $0.53  $0.19  $0.10  $0.03 

Weighted average number of shares of common stock:

                                        

Basic

  407,631   405,997   406,530   405,827   350,077   409,088   407,631   405,997   406,530   405,827 

Diluted

  408,614   406,689   407,669   406,201   350,077   411,038   408,614   406,689   407,669   406,201 

Cash dividends declared per common share

 $0.855  $0.78  $0.73  $0.66  $0.72  $0.915  $0.855  $0.78  $0.73  $0.66 

 

 

December 31,

  

December 31,

 
 

2013

  

2012

  

2011

  

2010

  

2009

  

2014

  

2013

  

2012

  

2011

  

2010

 
 

(in thousands)

  

(in thousands)

 

Balance Sheet Data:

                                        

Real estate, before accumulated depreciation

 $9,123,344  $8,947,287  $8,771,257  $8,592,760  $8,882,341  $10,018,226  $9,123,344  $8,947,287  $8,771,257  $8,592,760 

Total assets

 $9,663,630  $9,751,234  $9,628,762  $9,833,875  $10,183,079  $10,285,728  $9,663,630  $9,751,234  $9,628,762  $9,833,875 

Total debt

 $4,221,401  $4,195,317  $4,114,385  $4,058,987  $4,434,383  $4,620,298  $4,221,401  $4,195,317  $4,114,385  $4,058,987 
                    

Total stockholders' equity

 $4,632,417  $4,765,160  $4,686,386  $4,935,842  $4,852,973  $4,774,785  $4,632,417  $4,765,160  $4,686,386  $4,935,842 
                                        

Cash flow provided by operations

 $570,035  $479,054  $448,613  $479,935  $403,582  $629,343  $570,035  $479,054  $448,613  $479,935 

Cash flow provided by/(used for) investing activities

 $72,235  $(51,000) $(20,760) $37,904  $(343,236) $126,705  $72,235  $(51,000) $(20,760) $37,904 

Cash flow used for financing activities

 $(635,377) $(399,061) $(440,125) $(514,743) $(74,465) $(717,494) $(635,377) $(399,061) $(440,125) $(514,743)

 

(1)

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

(2)

All years have been adjusted to reflect the impact of operating properties sold during the years ended December 31, 2014, 2013, 2012, 2011 2010 and 2009 and properties classified as held for sale as of December 31, 2013,2010, which are reflected in discontinued operations in the Consolidated Statements of Income.

(3)

Does not include amounts reflected in discontinued operations.

(4)

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

(5)

Amounts exclude noncontrolling interests and amounts reflected in discontinued operations.

(6)

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

  

 

 

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

 

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

 

Executive Summary

 

Kimco Realty Corporation is one of the nation’s largest publicly-traded owners and operators of neighborhood and community shopping centers. As of December 31, 2013,2014, the Company had interests in 852754 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 124.5109.5 million square feet of gross leasable area (“GLA”) and 575533 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 13.211.7 million square feet of GLA, for a grand total of 1,4271,287 properties aggregating 137.7121.2 million square feet of GLA, located in 4241 states, Puerto Rico, Canada, Mexico, Chile and Peru.Chile.

 

The executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company, with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company.

 

The Company’s strategy is to be the premier owner and operator of neighborhood and community shopping centers through investments primarily in the U.S.  and Canada.  To achieve this strategy the Company is (i) striving to transform the quality of its portfolio by disposing of lesser quality assets and acquiring larger higher quality properties in key markets identified by the Company, (ii) simplifying its business by exiting Mexico and South America and reducing the number of joint venture investments and (iii) pursuing redevelopment opportunities within its portfolio to increase overall value. This strategy entailed a shift away from non-retail assets. These investments included non-retail preferred equity investments, marketable securities, mortgages on non-retail propertiesvalue and several urban mixed-use properties.  As of December 31, 2013, the Company had substantially completed the sale of these investments.certain development opportunities for long-term investment. The Company also has an active capital recycling program and during the second quarter of selling retail assets deemed2014, the Company implemented a plan to accelerate the disposition of certain non-strategic and properties withinU.S. properties. This plan effectively shortened the Company’s Latin American portfolio.anticipated hold period for these properties and as such caused the Company to recognize impairment charges on certain consolidated operating properties. If the Company accepts sales prices for these assets that are less than their net carrying values, the Company would be required to take additional impairment charges. Additionally,In order to execute the Latin America dispositions could representCompany’s strategy, the substantial liquidation of these foreign investments, which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings (see Item 7A – Foreign Investments).

The Company intends to continue to strengthen its balance sheet by pursuing deleveraging efforts over time, providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing on neighborhood and community shopping centers.  In addition,centers in the U.S. The Company also has an institutional management business with domestic and foreign institutional partners for the purpose of investing in neighborhood and community shopping centers. In an effortto further its simplification strategy, the Company is actively pursuing opportunities to reduce its institutional management business through partner buy-outs, property acquisitions from institutional joint ventures and/or third party property sales.

 

The following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31, 2013:2014:

 

Portfolio Information:

 

 

Net income available to common shareholders increased by $5.3$187.7 million to $178.0$365.7 million for the year ended December 31, 2013,2014, as compared to $172.7$178.0 million for the corresponding period in 2012.2013.

 

Funds from operations (“FFO”) as adjusted increased from $1.26$1.35 per diluted share for the year ended December 31, 20122013, to $1.45 per diluted share for the year ended December 31, 2014 (see additional disclosure on FFO beginning on page 31).

FFO as adjusted increased from $1.33 per diluted share for the year ended December 31, 2013, to $1.40 per diluted share for the year ended December 31, 2014 (see additional disclosure on FFO beginning on page 31).

Combined Same Property net operating income (“NOI”) increased 2.5% for the year ended December 31, 2014, as compared to the corresponding period in 2013; excluding the negative impact of foreign currency fluctuation, this increase would have been 3.3% (see additional disclosure on NOI beginning on page 32).

 

Same Property net operating income (“NOI”) increased 3.4% for the year ended December 31, 2013, as compared to the corresponding period in 2012; excluding the negative impact of foreign currency fluctuation, this increase would have been 4.1% (see additional disclosure on NOI beginning on page 33).

Occupancy rose from 94.0% at December 31, 2012 to 94.6% at December 31, 2013, to 95.6% at December 31, 2014 in the Combined Shopping Center Portfolio.

 

Occupancy rose from 93.9% at December 31, 2012 to 94.9% at December 31, 2013, to 95.7% at December 31, 2014 for the U.S. combined shopping center portfolio.

 

RecognizedGenerated U.S. cash-basis leasing spreads of 7.7%8.8%; new leases increased 15.6%19.5% and renewals/options increased 5.9%6.3%.

 

Executed 2,4732,124 leases, renewals and options totaling approximately 9.99.8 million square feet in the Combined Shopping Center Portfolio.

  

 

 

Acquisition Activity (see Footnotes 3 and 7 of the Notes to Consolidated Financial Statements)Statements included in this Form 10-K):

 

 

Acquired 3263 shopping center properties and eightfive outparcels comprising an aggregate 4.17.1 million square feet of GLA, for an aggregate purchase price of $724.5 million$1.4 billion including the assumption of $279.1$702.6 million of non-recourse mortgage debt encumbering nine53 of the properties. The Company acquired five34 of these properties for an aggregate sales price of $346.4 million$1.0 billion from joint ventures in which the Company held noncontrolling ownership interests. The Company evaluated these transactions pursuant to the Financial Accounting Statements Boards (“FASB”) Consolidation guidance. As such, the Company recognized an aggregate net gain of $21.7$107.2 million before income tax, from the fair value adjustment associated with its original ownership due to a change in control.

Additionally, during the year ended December 31, 2014, the Company acquired $53.5 million in land related to three development projects which will be held as long-term investments. The Company anticipates completing these projects over the next four years.

 

U.S. Disposition Activity (see Footnotes 4, 5, and 76 of the Notes to Consolidated Financial Statements)Statements included in this Form 10-K):

 

 

During 2013,2014, the Company disposed of 3663 operating properties, and three outparcels, in separate transactions, for an aggregate sales price of $279.5 million. These transactions resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million, before income taxes and noncontrolling interests.

During 2013, the Company sold nine land parcels for an aggregate sales price of $18.2 million in separate transactions. These transactions resulted in an aggregate gain of $11.6 million, before income taxes.

Also during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of $115.4$535.8 million. These transactions, which are included in Discontinued Operations, resulted in an aggregate gain of $23.3$166.6 million, before income taxes of $8.7 million, and aggregate impairment charges of $26.9$60.4 million, (including the release of the cumulative foreign currency translation loss of $7.8 million associated with the sale of the Company’s interest in two properties within Brazil, which represents a full liquidation of the Company’s investment in Brazil), before income tax benefits of $2.0 million.

Latin America Disposition Activity (see Footnotes 4, 5, 6 and 7 of Notes to the Consolidated Financial Statements included in this Form 10-K):

During 2014, the Company sold 27 consolidated properties in its Latin American portfolio for an aggregate sales price of $297.7 million. These transactions, which are included in Discontinued Operations, resulted in an aggregate gain of $33.4 million, after income taxes of $3.3 million and noncontrolling interests.aggregate impairment charges of $24.7 million.

 

During 2013, the Company reduced its non-retail book values by $337.3 million, of which $304.7 million was monetized. As of December 31, 2013, these investments had a book value of $61.2 million.

Joint Venture Investments Activity (see Footnote 7 of the Notes to Consolidated Financial Statements):

During June 2013, the Intown portfolio was sold for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million due to the Company’s continued guarantee of a portion of the assumed debt.

Also during 2013, Kimco increased its ownership interest in three institutional joint ventures through the acquisition of additional equity interests totaling $153.0 million: Kimco Income Fund (KIF) joint venture from 15.2% to 39.5%; the Kimco Income REIT (KIR) joint venture from 45.0% to 48.6%; and the Kimstone joint venture (formerly the Kimco-UBS joint venture) from 18.0% to 33.3%.

During the year ended December 31, 2013, the Company and its joint venture partner sold their noncontrolling ownership interest in a joint venture which held interests in 84 operating properties located throughout Mexico for $603.5 million (including the assignment of $301.2 million in debt). This transaction resulted in a net gain to the Company of $78.2 million, before income taxes of $25.1 million.

Additionally, during the year ended December 31, 2013,2014, joint ventures in which the Company held noncontrolling interests sold 2014 operating properties located throughout Mexico and Chile for $341.9$324.5 million. These transactions resulted in an aggregate net gain to the Company of $22.4$40.0 million, after income tax.tax, and aggregate impairment charges of $0.9 million.

These transactions contributed to the Company’s substantial liquidation of its investment in Mexico and Peru during the fourth quarter, which resulted in the release of a cumulative foreign currency translation loss of $134.4 million, after noncontrolling interests of $5.8 million. This loss has been recorded on the Company’s Consolidated Statements of Income as follows: (i) $92.9 million is included in Impairment/loss on operating properties, net of tax, within Discontinued operations (ii) $47.3 million is included in Equity in income of joint ventures, net and (iii) $5.8 million is included in Net income attributable to noncontrolling interest.

 

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

 

 

During 2013,March 2014, the Company established a new $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2018, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2019. The Credit Facility, which can be increased to $2.25 billion through an accordion feature, accrues interest at a rate of LIBOR plus 92.5 basis points on drawn funds.

During 2014, the Company issued $350.0$500.0 million of 10-year7-year Senior Unsecured Notes at an interest rate of 3.125%3.20% payable semi-annually in arrears which are scheduled to mature in June 2023.May 2021. Net proceeds from the issuance were $344.7 million, after related transaction costs of $0.5 million.

Additionally, during 2013, a wholly-owned subsidiary of the Company issued $200.0 million Canadian denominated (“CAD”) Series 4 unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are scheduled to mature on August 4, 2020. These proceeds were used to repayfor general corporate purposes including reducing borrowings under the Company’s CAD $200.0 million 5.180% unsecured notes, which matured on August 16, 2013.Credit Facility and repayment of maturing debt.

 

Also during 2013,2014, the Company repaid (i) its $100.0 million 6.125% senior unsecured notes, which matured in January 2013, (ii) its $75.0 million 4.70%5.95% senior unsecured notes, which matured in June 20132014 and (iii)(ii) its $100.0remaining $194.6 million 5.190%4.82% senior unsecured notes, which also matured on October 1, 2013.in June 2014.

 

The Company also entered into a new five yearrepaid its 1.0 billion Mexican peso (“MXN”) (USD $76.3 million) term loan which matureswas scheduled to mature in March 2018. This term loan bears2018, and bore interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35%. The Company used these proceeds to repay its 1.0 billion MXN term loan, which matured in March 2013 and bore interest at a fixed rate of 8.58%. 


Impairments (see Footnote 6 of the Notes to Consolidated Financial Statements):

In connection with the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions, the Company recognized impairment charges of $190.2 million (including $98.8 million which is classified within discontinued operations), before income tax benefit and noncontrolling interests. (see Footnote 4 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).

In addition to the impairment charges above, various unconsolidated joint ventures in which the Company holds noncontrolling interests recognized impairment charges relating to certain properties during 2013. The Company’s share of these charges was $29.5 million (see Footnote 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).

Also during 2013, the Company acquired the remaining interest in a portfolio of office properties from a preferred equity investment in which the Company held a noncontrolling interest and recognized a change in control loss of $9.6 million in connection with the fair value adjustment associated with the Company’s original ownership.September 2014.

 

Critical Accounting Policies

 

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


 

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

 

Revenue Recognition and Accounts Receivable

 

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

 

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

 

Real Estate

 

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

 

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


 

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

 

Buildings and building improvements

 

15 to 50 years

Fixtures, leasehold and tenant improvements

 

Terms of leases or useful

   (including(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.

 

On a continuous basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period 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 lifeanticipated hold period is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to reflect the estimated fair value of the property.

 

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

Investments in Unconsolidated Joint Ventures

 

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


 

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

 

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

 

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

 

Realizability of Deferred Tax Assets and Uncertain Tax Positions

 

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

 

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


 

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

 

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

 

The Company primarily utilizes a twenty year projection of pre-tax book income and taxable income as positive evidence to overcome any negative evidence. Although items of income and expense utilized in the projection are objectively verifiable there is also significant judgment used in determining the duration and timing of events that would impact the projection. Based upon the Company’s analysis of negativepositive and positivenegative evidence the Company will make a determination of the need for a valuation allowance against its deferred tax assets. If future income projections do not occur as forecasted, the Company will reevaluate the need for a valuation allowance. In addition, the Company can employ additional strategies to realize its deferred tax assets, including transferring a greater portion of its property management business to the TRS, sale of certain built-in gain assets, and reducing intercompany debt.

 

The Company recognizes and measures benefits for uncertain tax positions, which requires significant judgment from management. Although the Company believes it has adequately reserved for any uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which a change is made, which could have a material impact on operating results (see Footnote 21 of the Notes to Consolidated Financial Statements included in this Form 10-K).


Results of Operations

Comparison 2014to 2013

  

2014

  

2013

  

Increase

  

% change

 
  

(amounts in millions)

     
                 

Revenues from rental properties (1)

 $958.9  $825.2  $133.7   16.2% 

Rental property expenses: (2)

                

Rent

 $14.3  $13.3  $1.0   7.5% 

Real estate taxes

  124.7   108.7   16.0   14.7% 

Operating and maintenance

  119.7   99.4   20.3   20.4% 
  $258.7  $221.4  $37.3   16.8% 

Depreciation and amortization (3)

 $258.1  $224.7  $33.4   14.9% 

(1)

Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2014 and 2013, providing incremental revenues for the year ended December 31, 2014, of $110.1 million, as compared to the corresponding period in 2013 and (ii) an overall increase in the consolidated shopping center portfolio occupancy to 95.7% at December 31, 2014, as compared to 94.0% at December 31, 2013, the completion of certain redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2014, of $23.6 million, as compared to the corresponding period in 2013.

(2)

Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee, (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and maintenance expense, which consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental property expenses increased for the year ended December 31, 2014, as compared to the corresponding period in 2013, primarily due to acquisitions of properties during 2014 and 2013, resulting in (i) an increase in real estate taxes of $16.0 million, (ii) an increase in repairs and maintenance costs of $6.8 million, (iii) an increase in snow removal costs of $3.4 million, (iv) an increase in property services of $3.7 million, (v) an increase in utilities expense of $1.8 million and (vi) an increase in insurance expense of $3.9 million, due to an increase in insurance claims.

(3)

Depreciation and amortization increased for the year ended December 31, 2014, as compared to the corresponding period in 2013, primarily due to operating property acquisitions during 2014 and 2013.

General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense, and other company-specific expenses. General and administrative expenses decreased $5.3 million to $122.2 million for the year ended December 31, 2014, as compared to $127.5 million for the corresponding period in 2013. This decrease is primarily due to a decrease in professional fees of $3.4 million in connection with the Company’s response to a subpoena from the Enforcement Division of the SEC and a parallel investigation by the DOJ, in connection with the investigation of Wal-Mart Stores, Inc. with respect to the Foreign Corrupt Practices Act (see Item 3) and a decrease in personnel related costs of $1.8 million for the year ended December 31, 2014, as compared to the corresponding period in 2013.

During the year ended December 31, 2014, the Company recognized impairment charges of $217.8 million, of which $178.0 million, before income tax benefits of $1.7 million, is included in discontinued operations. These impairment charges consist of (i) $118.4 million related to adjustments to property carrying values, (ii) the release of a cumulative foreign currency translation loss of $92.9 million relating to the substantial liquidation of the Company’s investment in Mexico, (iii) $4.8 million related to a cost method investment and (iv) $1.6 million related to a preferred equity investment. The adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated hold period for such properties. During the second quarter ended June 30, 2014, the Company implemented a plan to accelerate its disposition of certain properties. This plan effectively shortened the Company’s anticipated hold period for these properties and as a result the Company recognized impairment charges on various operating properties. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K.

During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million of which $158.0 million, before noncontrolling interests and income tax, is included in discontinued operations. These impairment charges consist of (i) $175.6 million related to adjustments to property carrying values, (ii) $10.4 million related to a cost method investment, (iii) $1.0 million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity investment. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K.


Interest, dividends and other investment income decreased $15.8 million to $1.0 million for the year ended December 31, 2014, as compared to $16.8 million for the corresponding period in 2013. This decrease is primarily due to (i) a decrease in realized gains of $12.1 million resulting from the sale of certain marketable securities during the year ended December 31, 2013, (ii) a decrease in excess cash distributions related to cost method investments of $2.8 million for the year ended December 31, 2013 and (iii) a decrease in dividend income of $1.2 million resulting from the sale of certain marketable securities during the year ended December 31, 2013.

Other (expense)/income, net changed $9.7 million to an expense of $8.5 million for the year ended December 31, 2014, as compared to income of $1.2 million for the corresponding period in 2013. This change is primarily due to a decrease in gains from land sales of $8.0 million and an increase in acquisition related costs of $1.4 million related to an increase in acquisitions during 2014 as compared to 2013.

Interest expense decreased $8.4 million to $203.8 million for the year ended December 31, 2014, as compared to $212.2 million for the year ended December 31, 2013.  This decrease is primarily related to lower implied interest rates and reduced borrowing levels during 2014, as compared to 2013.

Provision for income taxes, net decreased $10.3 million to $22.4 million for the year ended December 31, 2014, as compared to $32.7 million for the corresponding period in 2013. This change is primarily due to (i) a decrease in foreign tax expense of $9.5 million primarily relating to the sale of certain unconsolidated properties during 2013 within the Company’s Latin American portfolio which were subject to foreign taxes at a consolidated reporting entity level offset by an increase in other foreign uncertain tax positions of $5.5 million, (ii) a decrease in tax provision of $9.1 million relating to a change in control gain recognized during the year ended December 31, 2013, (iii) a decrease in tax provision of $3.4 million related to gains on land sales during 2013, and (iv) a decrease in tax provision of $2.4 million related to gains on sale of certain marketable securities during 2013, partially offset by (v) a partial release of the deferred tax valuation allowance of $8.7 million during the year ended December 31, 2013 related to the Company’s FNC Realty Corp. (“FNC”) portfolio based on the Company’s estimated future earnings of FNC and (vi) a decrease in tax benefit of $4.3 million relating to equity losses recognized in connection with the Company’s Albertson’s investment.

Equity in income of joint ventures, net decreased $49.1 million to $159.6 million for the year ended December 31, 2014, as compared to $208.7 million for the corresponding period in 2013. This decrease is primarily the result of (i) the release of a cumulative foreign currency translation loss of $47.3 million relating to the substantial liquidation of the Company’s investment in Mexico, (ii) a decrease in gains of $21.7 million resulting from the sale of properties within various joint venture investments and interests in joint ventures primarily located in Latin America during 2013, (iii) a decrease in equity in income of $1.4 million due to the sale of the InTown portfolio in 2013 and (iv) a decrease of equity in income of $7.5 million related to the sale of various joint ventures within the Company’s Latin American portfolio during 2014, partially offset by (v) an increase in equity in income of $15.6 million primarily resulting from a cash distribution received in excess of the Company’s carrying basis during 2014, and (vi) a decrease in impairment charges of $8.2 million relating to various joint venture properties primarily located in Mexico taken during the year ended 2013, as compared to 2014.

During 2014, the Company acquired 34 properties from joint ventures in which the Company had noncontrolling interests. The Company recorded an aggregate net gain on change in control of interests of $107.2 million related to the fair value adjustment associated with its original ownership of these properties.

During 2013, the Company acquired four properties from joint ventures in which the Company had noncontrolling interests.  The Company recorded an aggregate net gain on change in control of interests of $21.7 million related to the fair value adjustment associated with its original ownership of these properties.

Equity in income from other real estate investments, net increased $6.9 million to $38.0 million for the year ended December 31, 2014, as compared to $31.1 million for the corresponding period in 2013. This increase is primarily due to an increase of $10.7 million in equity in income, resulting from lower net losses in the Albertson’s joint venture during the year ended December 31, 2014, as compared to the corresponding period in 2013, partially offset by a decrease of $5.8 million in earnings from the Company’s Preferred Equity Program primarily resulting from the sale of the Company’s interests in certain preferred equity investments during 2014 and 2013.

During 2014, the Company disposed of 90 operating properties, in separate transactions, for an aggregate sales price of $833.5 million, including 27 operating properties in Latin America. These transactions, which are included in Discontinued Operations on the Company’s Consolidated Statements of Income, resulted in (i) an aggregate gain of $203.3 million, before income taxes of $12.0 million (ii) the release of a cumulative foreign currency translation loss of $92.9 million relating to the substantial liquidation of the Company’s investment in Mexico and (iii) aggregate impairment charges of $85.1 million before income tax benefits of $1.7 million.

During 2013, the Company disposed of 36 operating properties and three out-parcels in separate transactions, for an aggregate sales price of $279.5 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million, before income tax.


Additionally, during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of $115.4 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $23.3 million, before income taxes, and aggregate impairment charges of $26.9 million (including the release of a cumulative foreign currency translation loss of $7.8 million associated with the sale of the Company’s interest in two properties within Brazil, which represents a full liquidation of the Company’s investment in Brazil), before income taxes.

Net income attributable to the Company increased $187.7 million to $424.0 million for the year ended December 31, 2014, as compared to $236.3 million for the corresponding period in 2013. On a diluted per share basis, net income attributable to the Company was $0.89 for 2014, as compared to net income of $0.43 for 2013. These changes are primarily attributable to (i) incremental earnings due to the acquisition of operating properties during 2014 and 2013 and increased profitability from the Company’s operating properties, (ii) an increase in gains on sale of operating properties, (iii) an increase in gain on change in control of interests, (iv) a decrease in tax provision relating to decreased gains on sales from joint venture properties during 2014, and (v) an increase in equity in income of other real estate investments, net, partially offset by, (vi), a decrease in equity in income of joint ventures, net, including the release of a cumulative foreign currency translation loss relating to the substantial liquidation of the Company’s Mexican Portfolio (vii) a decrease in interest, dividends and other investment income, (viii) a decrease in other income/(expense), net and (ix) an increase in impairment charges, including the release of a cumulative foreign currency translation loss relating to the substantial liquidation of the Company’s Mexican Portfolio, during the year ended December 31, 2014, as compared to the corresponding period in 2013.

 

Results of Operations

 

Comparison 2013 2013to 20122012

  

2013

  

2012

  

Increase

  

% change

 
  

(amounts in millions)

     
                 

Revenues from rental properties (1)

 $910.4  $836.9  $73.5   8.8%

Rental property expenses: (2)

                

Rent

 $13.3  $12.7  $0.6   4.7%

Real estate taxes

  117.6   110.7   6.9   6.2%

Operating and maintenance

  115.2   107.2   8.0   7.5%
  $246.1  $230.6  $15.5   6.7%

Depreciation and amortization (3)

 $247.5  $236.9  $10.6   4.5%

  

2013

  

2012

  

Increase

  

% change

 
  

(amounts in millions)

     
                 

Revenues from rental properties (1)

 $825.2  $755.9  $69.3   9.2%

Rental property expenses: (2)

                

Rent

 $13.3  $12.7  $0.6   4.7%

Real estate taxes

  108.7   101.8   6.9   6.8%

Operating and maintenance

  99.4   92.4   7.0   7.6%
  $221.4  $206.9  $14.5   7.0%

Depreciation and amortization (3)

 $224.7  $214.8  $9.9   4.6%

 

(1)

Revenues from rental properties increased primarily from the combined effect of (i) the acquisition of operating properties during 2013 and 2012, providing incremental revenues for the year ended December 31, 2013 of $46.5 million, as compared to the corresponding period in 2012, (ii) an overall increase in the consolidated shopping center portfolio occupancy to 94.0% at December 31, 2013, as compared to 93.4% at December 31, 2012 and the completion of certain development and redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2013, of $23.7$22.7 million, as compared to the corresponding period in 2012, and (iii) an increase in revenues relating to the Company’s Latin America portfolio of $3.3$0.1 million for the year ended December 31, 2013, as compared to the corresponding period in 2012.

 

(2)

Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee; (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and maintenance expense, which consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental property expenses increased for the year ended December 31, 2013, as compared to the corresponding period in 2012, primarily due to acquisitions of properties during 2013 and 2012 resulting in (i) an increase in real estate taxes of $6.9 million, (ii) an increase in repairs and maintenance costs of $5.7$5.0 million, (iii) an increase in snow removal costs of $2.3$2.1 million, (iv) an increase in property services of $1.7$1.6 million and (v) an increase in utilities expense of $1.3 million, primarily due to acquisitions of properties during 2013 and 2012, partially offset by (vi) a decrease in insurance expense of $2.9$3.0 million due to a decrease in insurance claims.

 

(3)

Depreciation and amortization increased for the year ended December 31, 2013, as compared to the corresponding period in 2012, primarily due to (i) operating property acquisitions during 2013 and 2012 and (ii) expensing of unamortized tenant costs related to tenant vacancies prior to their lease expiration, partially offset by (iii) certain operating property dispositions during 2013 and 2012.

 


General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense, and other company-specific expenses. General and administrative expenses increased $4.0 million to $127.9$127.5 million for the year ended December 31, 2013, as compared to $123.9$123.5 million for the corresponding period in 2012. This increase is primarily a result of an increase in professional fees related to the Company’s response to a subpoena from the Enforcement Division of the SEC and a parallel investigation by the DOJ, in connection with the investigation of Wal-Mart Stores, Inc. with respect to the Foreign Corrupt Practices Act (see Item 3).

 

During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million of which $98.8$158.0 million, before noncontrolling interests and income taxes,tax, is included in discontinuedDiscontinued operations. These impairment charges consist of (i) $175.6 million related to adjustments to property carrying values, primarily due to sales or pending sales of properties, (ii) $10.4 million related to a cost method investment, (iii) $1.0 million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity investment. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K.


During the year ended December 31, 2012, the Company recognized impairment charges related to adjustments to property carrying values of $59.6 million, of which $49.3 million, before income taxes and noncontrolling interests, is included in discontinuedDiscontinued operations. The Company’s estimated fair values for these assets were primarily based upon (i) estimated sales prices from third party offers relating to property carrying values and joint venture investments and (ii) a discounted cash flow model relating to the Company’s cost method investment.investments. The Company does not have access to the unobservable inputs used by the third parties to determine these estimated fair values.  The discounted cash flows model includes all estimated cash inflows and outflows over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and expectations for growth. The capitalization rate of 6.0% and discount rate of 9.5% which were utilized in this model were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective investments. Based on these inputs the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy. The property carrying value impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions.

 

Mortgage financing income decreased $3.2 million to $4.3 million for the year ended December 31, 2013, as compared to $7.5 million for the corresponding period in 2012. This decrease is primarily due to a decrease in interest income resulting from the repayment of certain mortgage receivables during 2013 and 2012.

 

Interest, dividends and other investment income increased $15.0$14.8 million to $17.0$16.8 million for the year ended December 31, 2013, as compared to $2.0 million for the corresponding period in 2012. This increase is primarily due to an increase in realized gains of $12.1 million resulting from the sale of certain marketable securities during 2013 and an increase in cash distributions received in excess of basis related to cost method investments of $2.2 million for the year ended December 31, 2013, as compared to the corresponding period in 2012.

 

Other expense,(expense)/income, net decreased $7.2changed $8.1 million to $0.5$1.2 million of income for the year ended December 31, 2013, as compared to $7.7$6.9 million of an expense for the year ended December 31, 2012. This change is primarily due to (i) increases in gains on land sales of $8.2 million for year ended December 31, 2013, as compared to the corresponding period in 2012 and (ii) an increase in gains on foreign currency of $1.5 million relating to changes in foreign currency exchange rates, partially offset by (iii) an increase in other corporate expenses of $1.9 million for the year ended December 31, 2013, as compared to the corresponding period in 2012.

 

Interest expense decreased $11.8$11.5 million to $213.9$212.2 million for the year ended December 31, 2013, as compared to $225.7$223.7 million for the year ended December 31, 2012.  This decrease is primarily related to lower interest rates on borrowings during 2013, as compared to 2012.

 

Provision for income taxes, net increased $17.6$17.1 million to $34.5$32.7 million for the year ended December 31, 2013, as compared to $16.9$15.6 million for the corresponding period in 2012. This increase is primarily due to (i) an increase in foreign taxes of $23.6 million primarily relating to the sale of the Company’s joint venture interest in a portfolio of 84 operating properties in Mexico, (ii) an increase in income tax expense of $9.1 million relating to a change in control gain resulting from the purchase of a partner’s noncontrolling joint venture interest, (iii) a tax provision of $6.0 million resulting from incremental earnings due to increased profitability from properties within the Company’s taxable REIT subsidiaries and (iv) a tax provision of $2.4 million related to gains on sale of certain marketable securities, partially offset by (v) a partial release of the deferred tax valuation allowance of $8.7 million related to FNC Realty Corp. (“FNC”) based on the Company’s estimated future earnings of FNC, (vi) an increase in income tax benefit of $7.9 million related to impairments taken during 2013, as compared to the 2012, and (vii) an increasea decrease in tax benefitprovision of $9.4 million relating to a decrease in equity in income recognized in connection with the Albertson’s investment.

 

Equity in income of joint ventures, net increased $95.8 million to $208.7 million for the year ended December 31, 2013, as compared to $112.9 million for the corresponding period in 2012. This increase is primarily the result of (i) an increase in gains of $120.7 million resulting from the sale of properties within various joint venture investments, primarily located in Mexico during 2013, as compared to 2012, (ii) an increase in equity in income from three joint ventures of $4.0 million due to the Company’s increase in ownership percentage and (iii) incremental earnings due to increased profitability from properties within the Company’s joint venture program, partially offset by (iv) an increase in impairment charges of $18.4 million recognized against certain joint venture investment properties primarily located in Mexico, resulting from pending property sales, taken during 2013, as compared to 2012, (v) the recognition of $7.5 million in income on the sale of certain air rights at a property within one of the Company’s joint venture investments in Canada during 2012 and (vi) a decrease in equity in income of $2.6 million from the Company’s InTown Suites investment during 2013, as compared to 2012, resulting from the sale of this investment in 2013.

 


During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company maintains its guarantee on a portion of the debt ($139.7 million as of December 31, 2013) assumed by the buyer. The guarantee is collateralized by the buyer’s ownership interest in the portfolio. The Company is entitled to a guarantee fee, for the initial term of the loan, which is scheduled to mature in December 2015. The guarantee fee is calculated based upon the difference between LIBOR plus 1.15% and 5.0% per annum multiplied by the outstanding amount of the loan. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender, or a new lender or financing directly from the Company to the buyer. Due to this continued involvement, the Company deferred its gain until such time that the guarantee and commitment expire. On February 24, 2015, the outstanding debt balance of $139.7 million was fully repaid and as such, the Company was relieved of its related commitments and guarantee.


 

During 2013, the Company acquired four properties from joint ventures in which the Company had noncontrolling interests.  The Company recorded an aggregate net gain on change in control of interests of $21.7 million related to the fair value adjustment associated with its original ownership of these properties. During 2012, the Company acquired four properties from joint ventures in which the Company had noncontrolling interests.  The Company recorded an aggregate gain on change in control of interests of $15.6 million related to the fair value adjustment associated with its original ownership.

 

Equity in income from other real estate investments, net decreased $22.3 million to $31.1 million for the year ended December 31, 2013, as compared to $53.4 million for the corresponding period in 2012. This decrease is primarily due to a decrease of $23.5 million in equity in income from the Albertson’s joint venture primarily due to start-up costs associated with the purchase of additional Albertson’s stores from SuperValu Inc. during 2013, as compared to 2012.

 

During 2013, the Company disposed of 36 operating properties and three out-parcels in separate transactions, for an aggregate sales price of $279.5 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million, before income taxes.

 

Additionally, during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of $115.4 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $23.3 million, before income taxes, and aggregate impairment charges of $26.9 million (including the release of thea cumulative foreign currency translation loss of $7.8 million associated with the sale of the Company’s interest in two properties within Brazil, which represents a full liquidation of the Company’s investment in Brazil), before income taxes and noncontrolling interests.

 

During 2012, the Company disposed of 62 operating properties and two outparcels, in separate transactions, for an aggregate sales price of $418.9 million. These transactions resulted in an aggregate gain of $85.9 million and impairment charges of $22.5 million, before income taxes, which is included in Discontinued operations in the Company’s Consolidated Statements of Income.

 

During 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in which the Company has a 20% noncontrolling interest for a sales price of $55.5 million. This transaction resulted in a pre-tax gain of $10.0 million, of which the Company deferred $2.0 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income.

 

Net income attributable to the Company decreased $29.8 million to $236.3 million for the year ended December 31, 2013, as compared to $266.1 million for the corresponding period in 2012. On a diluted per share basis, net income attributable to the Company was $0.43 for 2013, as compared to net income of $0.42 for 2012. These changes are primarily attributable to (i) additional incremental earnings due to increased profitability from the Company’s operating properties and the acquisition of operating properties during 2013 and 2012, (ii) an increase in equity in income of joint ventures, net primarily due to gains on sales of operating properties sold within various joint venture portfolios during 2013 and (iii) an increase in gains on sale of marketable securities during 2013, partially offset by (iv) an increase in impairment charges recognized during the year ended December 31, 2013, as compared to the corresponding period in 2012 and (v) a decrease in gains on sale of operating properties. The 2012 diluted per share results were decreased by a reduction in net income available to common shareholders of $21.7 million resulting from the deduction of original issuance costs associated with the redemption of the Company’s 6.65% Class F Cumulative Redeemable Preferred Stock and 7.75% Class G Cumulative Redeemable Preferred Stock.

 


Comparison 2012 to 2011

  

2012

  

2011

  

Increase/

(Decrease)

  

% change

 
  

(amounts in millions)

     
                 

Revenues from rental properties (1)

 $836.9  $779.2  $57.7   7.4%

Rental property expenses: (2)

                

Rent

 $12.7  $13.8  $(1.1)  (8.0)%

Real estate taxes

  110.7   104.5   6.2   5.9%

Operating and maintenance

  107.2   102.5   4.7   4.6%
  $230.6  $220.8  $9.8   4.4%

Depreciation and amortization (3)

 $236.9  $218.3  $18.6   8.5%

(1)

Revenues from rental properties increased primarily from the combined effect of (i) the acquisition of operating properties during 2012 and 2011, providing incremental revenues for the year ended December 31, 2012 of $50.9 million, as compared to the corresponding period in 2011, (ii) an increase in revenues relating to the Company’s Latin American portfolio of $8.0 million and (iii) the completion of certain development and redevelopment projects, tenant buyouts and overall growth in the current portfolio, providing incremental revenues of $0.9 million, for the year ended December 31, 2012, as compared to the corresponding period in 2011, partially offset by (iv) a decrease in revenues of $2.1 million for the year ended December 31, 2012, as compared to the corresponding period in 2011, primarily resulting from the partial sale of certain properties during 2012 and 2011.

(2)

Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee; (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and maintenance expense, which consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental property expenses increased for the year ended December 31, 2012, as compared to the corresponding period in 2011, primarily due to (i) an increase in real estate taxes of $6.3 million, primarily due to acquisitions of properties during 2012 and 2011, (ii) an increase in repairs and maintenance costs of $4.1 million, primarily due to acquisitions of properties during 2012 and 2011 (iii) an increase in insurance premiums and claims of $1.7 million and (iv) an increase in utilities of $2.0 million, partially offset by (v) a decrease in snow removal costs of $5.1 million and (vi) a decrease in rent expense of $1.1 million.

(3)

Depreciation and amortization increased for the year ended December 31, 2012, as compared to the corresponding period in 2011, primarily due to (i) operating property acquisitions during 2012 and 2011, (ii) the placement of certain development properties into service and (iii) tenant vacancies, partially offset by (iv) certain operating property dispositions during 2012 and 2011.

Management and other fee income increased $2.2 million to $37.5 million for the year ended December 31, 2012, as compared to $35.3 million for the corresponding period in 2011. This increase is due to an increase in property management fees of $0.8 million, primarily due to the acquisitions of properties within the Company’s joint venture portfolio during 2012 and 2011, and an increase in transaction related fees of $1.4 million recognized during 2012, as compared to 2011.

General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense, and other company-specific expenses. General and administrative expenses increased $5.3 million to $123.9 million for the year ended December 31, 2012, as compared to $118.6 million for the corresponding period in 2011. This increase is primarily a result of (i) an increase of $2.6 million in severance costs related to the departure of an executive officer in January 2012, (ii) an increase in professional and consulting fees of $2.1 million, primarily due to increased transactional activity, and (iii) an increase in other personnel related costs during 2012, as compared to the corresponding period in 2011.

During the year ended December 31, 2012, the Company recognized impairment charges of $59.6 million, $49.3 million of which is included in discontinued operations, before income tax benefit and noncontrolling interest. During the year ended December 31, 2011, the Company recognized impairment charges of $32.8 million, $19.7 million of which is included in discontinued operations, before income tax benefit and noncontrolling interest. These impairments were primarily calculated based on the usage of estimated sales prices and comparable sales information as inputs. The Company determined that its valuation in these assets was classified within Level 3 of the FASB’s fair value hierarchy. These impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions.

Interest, dividends and other investment income decreased $13.8 million to $2.0 million for the year ended December 31, 2012, as compared to $15.8 million for the corresponding period in 2011. This decrease is primarily due to (i) the Company’s sale of its investment in Valad notes during 2011, resulting in a decrease in interest income of $6.2 million, (ii)a decrease in other investment income of $6.4 million relating to the receipt of cash distributions during 2011 in excess of the Company’s carrying value of a cost method investment, (iii) a reduction in interest income of $0.5 million due to repayments of notes in 2012 and 2011 and (iv) a decrease in gains on sales of securities of $0.5 million.


Other expense, net increased $3.7 million to $7.7 million for the year ended December 31, 2012, as compared to $4.0 million for the corresponding period in 2011. This change is primarily due to (i) an increase in acquisition related costs of $3.1 million relating to an increase in transactional activity, (ii) a decrease in gains on foreign currency of $2.4 million relating to changes in foreign currency exchange rates, partially offset by (iii) an increase of $2.4 million in gains on land sales during 2012, as compared to the corresponding period in 2011.

Interest expense increased $4.0 million to $225.7 million for the year ended December 31, 2012, as compared to $221.7 million for the corresponding period in 2011. This increase is primarily related to a decrease in capitalization of interest due to the placement of certain development and redevelopment properties into service during 2012, as compared to the corresponding period in 2011.

During 2011, the Company sold a merchant building property to an unconsolidated joint venture in which the Company has a noncontrolling interest for a sales price of $37.6 million resulting in a pretax gain of $12.1 million after a deferral of $2.1 million due to the Company’s continued involvement in the property.

Provision for income taxes, net decreased by $8.9 million to $16.9 million for the year ended December 31, 2012, as compared to $25.8 million for the corresponding period in 2011. This decrease is primarily due to (i) an increase in income tax benefit of $10.2 million related to impairments taken during the year ended December 31, 2012, as compared to the corresponding period in 2011, (ii) a decrease in the income tax provision expense of $5.7 million in connection with a gain on sale of a development property during 2011, (iii) a decrease in tax provision of $2.8 million resulting from the receipt of a cash distribution during 2011 in excess of the Company’s carrying value of a cost method investment and (iv) a decrease in tax provision of $2.7 million resulting from a decrease in equity in income recognized in connection with the Albertson’s investment during 2012, as compared to 2011, partially offset by (v) an increase in foreign withholding taxes of $5.4 million primarily resulting from unrealized foreign exchange gains recognized for Mexican tax purposes on U.S. denominated mortgage debt within the Company’s Latin American property portfolio.

Equity in income of joint ventures, net increased $49.4 million to $112.9 million for the year ended December 31, 2012, as compared to $63.5 million for the corresponding period in 2011. This increase is primarily the result of (i) an increase in gains on sale and promote income recognized of $12.6 million, (ii) the recognition of $7.5 million in income on the sale of certain air rights at a property within one of the Company’s joint venture investments in Canada, (iii) an increase in equity in income of $5.9 million from the Company’s InTown Suites investment primarily resulting from increased operating profitability, (iv) the recognition of $2.1 million in income resulting from cash distributions received in excess of the Company’s carrying value of its investment in an unconsolidated joint venture, (v) a decrease in impairment charges of $3.2 million resulting from fewer impairment charges recognized against certain joint venture properties during the year ended December 31, 2012, as compared to the corresponding period in 2011, (vi) a decrease in equity in loss of $4.0 million resulting from the disposition of a portfolio of properties during 2011, (vii) an increase in equity in income of $6.0 million from the Company’s joint venture investments in Canada (viii) an increase in equity in income of $3.7 million from the Company’s joint venture investments in Mexico and (ix) incremental earnings due to increased profitability from properties within the Company’s joint venture program.

During 2012, the Company acquired four properties from joint ventures in which the Company had noncontrolling interests.  The Company recorded an aggregate gain on change in control of interests of $15.6 million related to the fair value adjustment associated with its original ownership. During 2011, the Company acquired one property from a joint venture in which the Company had a noncontrolling interest.  The Company recorded an aggregate gain on change in control of interests of $0.6 million related to the fair value adjustment associated with its original ownership.

During 2012, the Company disposed of 62 operating properties and two outparcels, in separate transactions, for an aggregate sales price of $418.9 million. These transactions resulted in an aggregate gain of $85.9 million and impairment charges of $22.5 million, before income taxes, which is included in Discontinued operations in the Company’s Consolidated Statements of Income.

During 2011, the Company disposed of 27 operating properties, one development property and one outparcel, in separate transactions, for an aggregate sales price of $124.9 million. These transactions resulted in an aggregate gain of $17.3 million and aggregate impairment charges of $16.9 million, before income taxes, which is included in Discontinued operations in the Company’s Consolidated Statements of Income.

During 2011, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of $6.1 million. As a result of this capital transaction, the Company received $1.4 million of profit participation, before noncontrolling interest of $0.1 million. This profit participation has been recorded as Income from other real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Income.

During 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in which the Company has a 20% noncontrolling interest for a sales price of $55.5 million. This transaction resulted in a pre-tax gain of $10.0 million, of which the Company deferred $2.0 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income.


Net income attributable to the Company increased $97.0 million to $266.1 million for the year ended December 31, 2012, as compared to $169.1 million for the corresponding period in 2011. On a diluted per share basis, net income attributable to the Company was $0.42 for 2012, as compared to net income of $0.27 for 2011. These increases are primarily attributable to (i) additional incremental earnings due to increased profitability from the Company’s operating properties and the acquisition of operating properties during 2012 and 2011, (ii) an increase in gains on disposition of operating properties and change in control of interests, (iii) an increase in equity in income of joint ventures, net primarily due to gains on sales of operating properties sold within various joint venture portfolios during 2012 and (iv) a decrease in provision for income taxes, partially offset by (v) an increase in impairment charges recognized during the year ended December 31, 2012, as compared to the corresponding period in 2011, (vi) a decrease in interest, dividends and other investment income resulting primarily from the sale of certain marketable securities during 2011 and (vii) a decrease in gain on sale of development properties recognized during 2012, as compared to 2011. The 2012 diluted per share results were decreased by a reduction in net income available to common shareholders of $21.7 million resulting from the deduction of original issuance costs associated with the redemption of the Company’s 6.65% Class F Cumulative Redeemable Preferred Stock and 7.75% Class G Cumulative Redeemable Preferred Stock.

Liquidity and Capital Resources

 

The Company’s capital resources include accessing the public debt and equity capital markets, mortgage and construction loan financing, borrowings under term loans and immediate access to an unsecured revolving credit facility with bank commitments of $1.75 billion.

 

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

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2013

  

2012

  

2011

  

2014

  

2013

  

2012

 

Net cash flow provided by operating activities

 $570.0  $479.1  $448.6  $629.3  $570.0  $479.1 

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

 $72.2  $(51.0) $(20.8) $126.7  $72.2  $(51.0)

Net cash flow used for financing activities

 $(635.4) $(399.1) $(440.1) $(717.5) $(635.4) $(399.1)

  


 

Operating Activities

 

The Company anticipates that cash on hand, borrowings under its revolving credit facility, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company.  Net cash flow provided by operating activities for the year ended December 31, 2013,2014, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 20132014 and 2012,2013, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) operational distributions from the Company’s joint venture programs.

 

Cash flow provided by operating activities for the year ended December 31, 2013,2014, was $570.0$629.3 million, as compared to $479.1$570.0 million for the comparable period in 2012.2013. The change of $90.9$59.3 million is primarily attributable to (i) increasedhigher operational distributionsincome from joint venturesoperating properties including properties acquired during 2014 and 2013 and (ii) changes in other real estate investments, (ii)operating assets and liabilities due to timing of payments, partially offset by (iii) changes in accounts payable and accrued expenses due to timing of payments and (iii) higher(iv) decreased operational incomedistributions from operating properties including properties acquired during 2013joint ventures and 2012, partially offset by (iv) changes in other operating assets and liabilities due to timing of payments and receipts.real estate investments.

 

Investing Activities

 

Cash flows provided by investing activities for the year ended December 31, 2013,2014, was $72.2$126.7 million, as compared to cash flows used forprovided by investing activities of $51.0$72.2 million for the comparable period in 2012.2013. This changeincrease of $123.2$54.5 million resulted primarily from (i) an increase in proceeds from the sale of operating properties of $226.9 million, (ii) a decrease in investments and advances to real estate joint ventures of $202.7 million, (iii) a decrease in investment in marketable securities of $22.1 million, (iv) a decrease in investment in other investments of $21.4 million and (v) a decrease in investment in other real estate investments of $19.2 million, partially offset by, (vi) a decrease in reimbursements of investments and advances to real estate joint ventures of $252.3$217.6 million, primarily due to the sale(vii) an increase in acquisitions of certain properties within joint ventures, (ii) a decreasereal estate under development of $65.7 million, (viii) an increase in investment/collection, net in mortgage loans receivable of $59.4 million, (ix) an increase in acquisition of operating real estate of $88.3$30.5 million, (iii) an increase in proceeds from the sale of marketable securities of $26.3 million, partially offset by (iv) an increase in investments and advances to real estate joint ventures of $76.7 million, (v)(x) a decrease in proceeds from the salesale/repayments of operating propertiesmarketable securities of $63.7$22.6 million, (vi)(xi) an increase in investment in marketable securitiesimprovements to operating real estate of $33.6$24.5 million, (vii)(xii) a decrease in investment/collection, netreimbursements of mortgage loan receivable of $29.9 million, (viii) an increase in other investments of $20.4 million and (ix) an increase inadvances to other real estate investments of $17.9$13.8 million, and (xiii) a decrease in reimbursements of other investments of $9.2 million.

 

Acquisitions of Operating Real Estate

 

During the years ended December 31, 20132014 and 2012,2013, the Company expended $354.3$384.8 million, and $442.5 million, respectively, towards the acquisition of operating real estate properties. The Company’s strategy is to continue to transform its operating portfolio through its capital recycling program by acquiring what the Company believes are high quality USU.S. retail properties and disposing of lesser quality assets. The Company anticipates acquiring approximately $1.1 billion to acquire approximately $500.0 million to $1.0$1.3 billion of operating properties during 2014.2015. The Company intends to fund these acquisitions with proceeds from sales of the Company’s non-strategic properties,property dispositions, cash flow from operating activities, assumption of mortgage debt, if applicable, increased borrowings through the Company's term loan and availability under the Company’s revolving line of credit.

 


Improvements to Operating Real Estate

 

During the years ended December 31, 20132014 and 2012,2013, the Company expended $107.3$131.8 million and $109.9$107.3 million, respectively, towards improvements to operating real estate. These amounts are made up of the following (in thousands):

 

 

The Year Ended December 31,

  

Year Ended December 31,

 
 

2013

  

2012

  

2014

  

2013

 

Redevelopment/renovations

 $39,531  $51,520  $86,639  $39,531 

Tenant improvements/tenant allowances

  57,473   48,137   40,060   57,473 

Other

  10,273   10,271   5,096   10,273 

Total

 $107,277  $109,928  $131,795  $107,277 

 

Additionally, during the years ended December 31, 20132014 and 2012,2013, the Company capitalized interest of $1.3$2.4 million and $1.5$1.3 million, respectively, and capitalized payroll of $1.6$3.4 million and $1.0$1.6 million, respectively, in connection with the Company’s improvements ofto its operating real estate.

 

During the years ended December 31, 2014 and 2013, the Company capitalized personnel costs of $15.5 million and $15.2 million, respectively, to deferred leasing costs and $0.6 million and $1.3 million, respectively, to software development costs.

The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes will increase the overall value by bringing in new tenants and improving the assetsassets’ value. The Company has identified three categories of redevelopment, (i) large scale redevelopment, which involves demolishing and building new square footage, (ii) value creation redevelopment, which includes the subdivision of large anchor spaces into multiple tenant layouts, and (iii) creation of out-parcels and pads which are located in the front of the shopping center properties. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts during 20142015 will be approximately $150$200 million to $200$250 million. The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving line of credit.


Ground-Up Development

The Company is engaged in certain ground-up development projects, which will be held as long-term investments by the Company. As of December 31, 2014, the Company had in progress a total of four ground-up development projects located in the U.S. The Company anticipates its capital commitment toward these development projects during 2015 will be approximately $50 million to $100 million. The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving line of credit.

Investments and Advances to Real Estate Joint Ventures

During the year ended December 31, 2013,2014, the Company expended $296.6$93.8 million for investments and advances to real estate joint ventures, primarily related to the repayment of mortgage debt and received $440.1$222.6 million from reimbursements of investments and advances to real estate joint ventures, including the increase in ownership percentages of the Kimstone, KIR and KIF joint ventures, the refinancing of debt and sales of properties inclusive of the sale of the Intown portfolio and the American Industries portfolio. (See(see Footnote 7 of the Notes to the Consolidated Financial Statements included in this Form 10-K.)

Dispositions and Transfers

During the year ended December 31, 2013, the Company received net proceeds of $385.8 million relating to the sale of various operating properties. (See Footnote 4 of the Notes to the Consolidated Financial Statements included in this Form 10-K.)10-K).

 

Financing Activities

 

Cash flow used for financing activities for the year ended December 31, 2013,2014, was $635.4$717.5 million, as compared to $399.1$635.4 million for the comparable period in 2012.2013. This change of $236.3$82.1 million resulted primarily from (i) a decrease in proceeds from issuanceunsecured term loan/notes of stock of $766.5$121.6 million, (ii) an increase in net repayments/ borrowings under unsecured term loan/notesprincipal payments of $109.3$70.7 million, (iii) an increase in net repayments/borrowings, net under the Company’s unsecured revolving credit facility of $66.3$36.6 million, and (iv) an increase in dividends paid of $17.6$27.5 million, (v) a decrease in proceeds from mortgage loan financing of $20.3 million and (vi) a decrease in proceeds from issuance of stock of $6.3 million, partially offset by, (v) the redemption of the Company’s 6.65% Class F Preferred Stock and 7.75% Class G Preferred Stock of $635.0 million during 2012, (vi) a decrease in repurchases of common stock of $30.9 million, (vii) a decrease in principal paymentsrepayments under unsecured term loan/notes of $30.0$175.9 million and (viii) an increasea decrease in proceeds from mortgage/construction loan financingredemption of $21.2noncontrolling interests of $28.8 million.

 

The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. The Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.  The Company has noticed a continuing trend that although pricing remains dependent on specific deal terms, generally spreads for non-recourse mortgage financing have stabilized from levels a year ago.been stable.  The unsecured debt markets are functioning well and credit spreads are at manageable levels. The Company continues to assess 20142015 and beyond to ensure the Company is prepared if credit market conditions weaken.

 

Debt maturities for 20142015 consist of:  $419.9$483.1 million of consolidated debt; $384.2$525.7 million of unconsolidated joint venture debt; and $62.2$58.7 million of preferred equity debt, assuming the utilization of extension options where available.  The 20142015 consolidated debt maturities are anticipated to be extended, refinanced or repaid with operating cash flows and borrowings from the Company’s credit facility (which at December 31, 2013,2014, had $1.6$1.65 billion available). The 20142015 unconsolidated joint venture and preferred equity debt maturities are anticipated to be extended or repaid through debt refinancing and partner capital contributions, as deemed appropriate.

 


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

 

Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $9.3$9.8 billion.  Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments. The Company will continue to access these markets, as available.

 

TheDuring March 2014, the Company hasestablished a new $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in October 2015 and has a one-year extension option.March 2018 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2019. This Credit Facility replaced the Company’s then existing $1.75 billion unsecured revolving credit facility provides fundswhich was scheduled to finance general corporate purposes, including (i) property acquisitions, (ii) investmentsmature in the Company’s institutional management programs, (iii) development and redevelopment costs and (iv) any short-term working capital requirements. InterestOctober 2015. The Credit Facility, which can be increased to $2.25 billion through an accordion feature, accrues interest at a rate of LIBOR plus 92.5 basis points on borrowings underdrawn funds. In addition, the Credit Facility accrues at LIBOR plus 1.05% (1.22% as of December 31, 2013) and fluctuates in accordance with changes in the Company’s senior debt ratings and hasincludes a facility fee of 0.20% per annum.  As part of this Credit Facility, the Company has a competitive bid option whereby the Company could auction up to $875.0 million of its requested borrowings to the bank group.  This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread.  In addition, as part of the Credit Facility, the Company has a $500.0$500 million sub-limit which provides itthe Company the opportunity to borrow in alternative currencies such asincluding Canadian Dollars,dollars, British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. As of December 31, 2013,2014, the Credit Facility had a balance of $194.5$100.0 million outstanding and $3.3$1.0 million appropriated for letters of credit.


 

Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants. The financial covenants for the Credit Facility are as follows:

 

Covenant

 

Must Be

 

As of 12/31/1314

Total Indebtedness to Gross Asset Value (“GAV”)

 

<60%

 40%

35%

Total Priority Indebtedness to GAV

 

<35%

 9%

10%

Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense

 

>1.75x

 

3.89x4.26x

Fixed Charge Total Adjusted EBITDA to Total Debt Service

 

>1.50x

 

2.91x3.34x

 

For a full description of the Credit Facility’s covenants refer to the Credit Agreement dated as of October 27, 2011March 17, 2014, filed inas Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 2, 2011.March 20, 2014.

 

During March 2013, theThe Company entered intohad a new five year 1.0 billion Mexican peso (“MXN”) term loan which matureswas scheduled to mature in March 2018. This term loan bears2018 and bore interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.146% as of December 31, 2013). TheDuring September 2014, the Company hasrepaid the option to swap this rate to a fixed rate at any time during the term of the loan.  The Company used these proceeds to repay itsMXN 1.0 billion MXN(USD $76.3 million) term loan, which matured in March 2013 and bore interest at a fixed rate of 8.58%.  loan.

As of December 31, 2013,2014, the outstanding balance on this new term loan was MXN 1.0 billion (USD $76.5 million).  The Mexican term loan covenants are similar to the Credit Facility covenants described above.

The Company also hashad a $400.0 million unsecured term loan with a consortium of banks, which accruesaccrued interest at LIBOR plus 105 basis points (1.22%(1.21% as of December 31, 2013)2014).  TheThis term loan iswas scheduled to mature in April 2014, with three additional one-year options to extend the maturity date, at the Company’s discretion, to April 17, 2017. During January 2014, the Company exercised its option to extend the maturity date to April 17, 2015. During January 2015, the Company entered into a new $650.0 million unsecured term loan credit facility which is scheduled to mature in January 2017, with three one-year extension options at the Company’s discretion to January 2020, and accrues interest at a spread (currently 0.95%) to LIBOR or at the Company’s option at a base rate as defined per the agreement. The proceeds from the new $650 million term loan were used to repay the $400.0 million term loan and general corporate purposes. Pursuant to the terms of the Credit Agreement,term loan credit agreement, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios.  Proceeds from this term loan were used for general corporate purposes including the repayment of debt. The term loan covenants are similar to the Credit Facility covenants described above. During January 2014, the Company exercised its option to extend the maturity date to April 17, 2015.

 

During April 2012, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for the future unlimited offerings, from time-to-time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants.The Company, pursuant to this shelf registration statement may, from time-to-time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt maturities. (See Footnote 12 of the Notes to Consolidated Financial Statements included in this Form 10-K.)

 


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

 

Covenant

 

Must Be

 

As of 12/31/1314

Consolidated Indebtedness to Total Assets

 

<60%

 38%

39%

Consolidated Secured Indebtedness to Total Assets

 

<40%

 9%

12%

Consolidated Income Available for Debt Service to Maximum Annual Service Charge

 

>1.50x

 

5.0x5.7x

Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness

 

>1.50x

 

2.8x2.7x

 

For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; the Seventh Supplemental Indenture dated as of April 24, 2014; the Indenture dated April 21, 2005; theFirst Supplemental Indenture dated June 2, 2006; the Second Supplemental Indenture dated August 16, 2006;the Third Supplemental Indenture dated April 13, 2010; the Fourth Supplemental Indenture dated July 22, 2013; the First Supplemental Indenture dated October 31, 2006; and the Fifth Supplemental Indenture dated as of October 31, 2006; the Sixth Supplemental Indenture dated as of May 23, 2013 filed in the Company's Current Report on Form 8-K dated May 23, 2013 and First Supplemental Indenture dated October 31, 2006, as filed with the U.S. Securities and Exchange Commission.SEC.See the Exhibits Index for specific filing information.

 

During May 2013,April 2014, the Company issued $350.0$500.0 million of 10-year7-year Senior Unsecured Notes at an interest rate of 3.125%3.20% payable semi-annually in arrears andwhich are scheduled to mature in June 2023. NetMay 2021. The Company used the net proceeds from the issuance were $344.7offering of $495.4 million, after related transaction costs of $0.5 million. The proceeds were useddeducting the underwriting discount and offering expenses, for general corporate purposes including the partial reduction ofreducing borrowings under the Company’s revolving credit facilityCredit Facility and the repayment of maturing debt. In connection with this issuance, the $75.0Company entered into a seventh supplemental indenture which, among other things, revised, for all securities created on or after the date of the seventh supplemental indenture, the definition of Unencumbered Total Asset Value, used to determine compliance with certain covenants within the indenture.


During 2014, the Company repaid (i) its $100.0 million 5.95% senior unsecured notes, which matured in June 2013.

During July 2013, a wholly-owned subsidiary of the Company issued $200.02014, and (ii) its remaining $194.6 million Canadian denominated (“CAD”) Series 4 unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are scheduled to mature on August 4, 2020. Proceeds from these notes were used to repay the Company’s CAD $200.0 million 5.180% unsecured notes, which matured on August 16, 2013.

During 2013, the Company also (i) repaid its $100.0 million 6.125%4.82% senior unsecured notes, which also matured in January 2013, (ii) repaid its $100.0 million 5.190% senior unsecured notes which matured on October 1, 2013, (iii)June 2014.

Additionally, during 2014, the Company (i) assumed $284.9$742.0 million of individual non-recourse mortgage debt relating to the acquisition of nine53 operating properties, including an increase of $5.8$39.4 million associated with fair value debt adjustments (iv) repaid $256.3(ii) paid off $328.0 million of mortgage debt that encumbered 1421 properties and (v)(iii) obtained $36.0$15.7 million of individual non-recourse debt relating to threeone operating properties.property.

 

In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of its ground-up development projects. As of December 31, 2013,2014, the Company had over 390370 unencumbered property interests in its portfolio.

 

In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate the impact of the economy and capital markets availability on operating fundamentals. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a conservative dividend payout ratio, reserving such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate. Cash dividends paid were $427.9 million in 2014, $400.4 million in 2013 and $382.7 million in 2012 and $353.8 million in 2011.2012.

 

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. TheOn October 28, 2014, the Board of Directors declared a quarterly cash dividend per common share of $0.225$0.24 payable to shareholders of record on January 2, 2014,2015, which was paid on January 15, 2014.2015. Additionally, on February 4, 2015, the Company’s Board of Directors declared a quarterly cash dividend of $0.225$0.24 per common share payable to shareholders of record on April 3, 2014,6, 2015, which is scheduled to be paid on April 15, 2014.2015.

 

The Company is subject to taxes on its activities in Canada, Mexico, Brazil, Chile, and Peru.  During 2013, less than $0.1 million of withholding and transaction taxes were withheld from distributions related to foreign activities.Chile.  In general, under local country law applicable to the structures the Company has in place and applicable treaties, the repatriation of cash to the Company from its subsidiaries and joint ventures in Canada Mexico and BrazilMexico generally are not subject to withholding tax. The Company does not anticipate the need to repatriate foreign funds from Chile Peru or Brazil to provide for its cash flow needs in the U.S. and, as such, no significant withholding or transaction taxes are expected in the foreseeable future. The Company will be subject to withholding taxes in Chile and Peru on the distribution of any proceeds from sale transactions. The Company is subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and not in the Company’s taxable REIT subsidiary. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.


 

Contractual Obligations and Other Commitments

 

The Company has debt obligations relating to its revolving credit facility, term loans,loan, MTNs, senior notes and mortgages with maturities ranging from less than one year to 2120 years. As of December 31, 2013,2014, the Company’s total debt had a weighted average term to maturity of 4.03.7 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio. As of December 31, 2013,2014, the Company has 4649 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company to construct and/or operate a shopping center. In addition, the Company has 9 non-cancelable operating leases pertaining to its retail store lease portfolio. The following table summarizes the Company’s debt maturities (excluding extension options and fair market value of debt adjustments aggregating $10.8$40.1 million) and obligations under non-cancelable operating leases as of December 31, 20132014 (in millions):

 

  

Payments due by period

     

Contractual Obligations:

 

2014

  

2015

  

2016

  

2017

  

2018

  

Thereafter

  

Total

 

Long-Term Debt-Principal(1) (3)

 $838.1  $720.7  $591.2  $468.9  $572.6  $1,019.1  $4,210.6 

Long-Term Debt-Interest(2)

 $178.5  $153.9  $115.1  $87.1  $53.4  $134.3  $722.3 

Operating Leases:

                            

Ground Leases

 $12.3  $11.3  $10.4  $9.9  $8.8  $164.4  $217.1 

Retail Store Leases

 $2.4  $2.0  $1.7  $1.2  $0.7  $0.1  $8.1 

  

Payments due by period

     

Contractual Obligations:

 

2015

  

2016

  

2017

  

2018

  

2019

  

Thereafter

  

Total

 

Long-Term Debt-Principal (1) (3)

 $907.2  $663.4  $748.5  $602.2  $310.0  $1,348.9  $4,580.2 

Long-Term Debt-Interest (2)

 $196.9  $158.6  $120.4  $83.1  $74.0  $123.2  $756.2 

Operating Leases:

                            

Ground Leases

 $13.2  $12.5  $11.6  $10.3  $10.4  $164.8  $222.8 

Retail Store Leases

 $2.1  $2.1  $1.6  $1.1  $0.4  $0.4  $7.7 

 

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

(2)  For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2013.2014.

(3)  During January 2014,2015, the Company exercised its one year extension option to extend the maturity date onrepaid its $400.0 million term loan from April 2014which was scheduled to April 2015.mature in 2015 with a new $650.0 million unsecured term loan that is scheduled to mature in 2017, with three one-year extension options, and bears interest at a rate equal to LIBOR plus 0.95%.


 

The Company has accrued $4.6 million of non-current uncertain tax benefits and related interest under the provisions of the authoritative guidance that addresses accounting for income taxes, which are included in Other liabilities on the Company’s Consolidated Balance Sheets at December 31, 2013.2014. These amounts are not included in the table above because a reasonably reliable estimate regarding the timing of settlements with the relevant tax authorities, if any, cannot be made.

 

The Company has $194.6$250.0 million of medium term notes, $100.0 million of unsecured notes and $125.3$134.7 million of secured debt scheduled to mature in 2014.2015. The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facility, exercise of extension options, where available, and new debt issuances.

 

The Company has issued letters of credit in connection with completion and repayment guarantees for loans encumbering certain of the Company’s redevelopment projects and guarantee of payment related to the Company’s insurance program. As of December 31, 2013,2014, these letters of credit aggregate $31.9$24.9 million.

 

On a select basis, the Company has provided guarantees on interest bearing debt held within real estate joint ventures. The Company is often provided with a back-stop guarantee from its partners. The Company had the following outstanding guarantees as of December 31, 20132014 (amounts in millions):

 

Name of Joint Venture

 

Amount of Guarantee

  

Interest rate

  

Maturity, with extensions

  

Terms

 

Type of debt

 

Amount of

Guarantee

  

Interest rate

  

Maturity, with extensions

  

Terms

 

Type of debt

InTown Suites Management, Inc.

 $139.7  

LIBOR plus 1.15%

   2015   (1) 

Unsecured credit facility

InTown SuitesManagement, Inc.

 $139.7   LIBOR plus 1.15%    2015  (1) 

Unsecured credit facility

Victoriaville

 $2.3   3.92%   2020  

Jointly and severally with partner

 

Promissory note

 $2.1   3.92%   2020  

Jointly and severally with partner

 

Promissory note

Anthem K-12, LP

 $42.2   Various (2)  

 

Various (2)  

Jointly and severally with partner

 

Promissory note


(1)

During June 2013, the Company sold its unconsolidated investment in the InTown portfolio. The Company continues to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31, 2014). The guarantee is collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing directly from the Company to the buyer.  On February 24, 2015, the outstanding debt balance of $139.7 million was fully repaid and as such, the Company was relieved of its related commitments and guarantee.

(2)

As of December 31, 2014, the interest rates range from 3.62% to 4.97% and maturity dates with extensions range from 2015 to 2022.

 

(1)    During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company continues to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31, 2013). The guarantee is collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing directly from the Company to the buyer.

In connection with the construction of its development/redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2013,2014, the Company had $21.1$22.0 million in performance and surety bonds outstanding.


 

Off-Balance Sheet Arrangements

 

Unconsolidated Real Estate Joint Ventures

 

The Company has investments in various unconsolidated real estate joint ventures with varying structures. These joint ventures primarily operate shopping center properties or are established for development projects. Such arrangements are generally with third-party institutional investors, local developers and individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans, however, the Company, on a selective basis, has obtained unsecured financing for certain joint ventures. These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make (see guarantee table above). Non-recourse mortgage debt is generally defined as debt whereby the lenders’ sole recourse with respect to borrower defaults is limited to the value of the property collateralized by the mortgage. The lender generally does not have recourse against any other assets owned by the borrower or any of the constituent members of the borrower, except for certain specified exceptions listed in the particular loan documents (See(see Footnote 7 of the Notes to Consolidated Financial Statements included in this 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)

  

Number of Encumbered

Properties

  

Average Interest

Rate

  

Weighted Average Term

(months)

  

Kimco

Ownership

Interest

  

Number of

Properties

  

Total GLA

(in thousands)

  

Non-

Recourse

Mortgage

Payable

(in millions)

  

Number of Encumbered

Properties

  

Average Interest

Rate

  

Weighted Average Term

(months)

 

KimPru (a)

  15.0%   60   10,569  $923.4   39   5.53%  35.0   15.0%  60   10,573  $920.4   39   5.53%  23.0 
                            

RioCan Venture (b)

  50.0%  45   9,307  $743.7   32   4.62%  48.0   50.0%  45   9,307  $642.6   28   4.29%  39.9 
                            

KIR (c)

  48.6%  57   11,966  $889.1   47   5.05%  75.1   48.6%  54   11,519  $866.4   46   5.04%  61.9 
                            

BIG Shopping Centers (d)

 

37.9%

(e)   21   3,399  $406.5   17   5.39%  40.1   50.1%  6   1,029  $144.6   6   5.52%  22.0 
                            

Kimstone (f)

  33.3%  39   5,589  $749.9   39   4.59%  39.3 
                            

SEB Immobilien (g)

  15.0%  13   1,807  $243.8   13   5.11%  43.3 
                            

CPP (h)

  55.0%  6   2,425  $138.6   3   5.23%  19.0 
                            

Kimco Income Fund (i)

  39.5%  12   1,521  $158.0   12   5.45%  8.7 

Kimstone (e)(g)

  33.3%  39   5,595  $704.4   38   4.45%  28.7 

CPP (f)

  55.0%  7   2,425  $112.1   2   5.05%  10.1 

 

(a)

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

(b)Represents the Company’s joint ventures with RioCan Real Estate Investment Trust.
(c)Represents the Company’s joint ventures with certain institutional investors.
(d)Represents the Company’s remaining joint venture with BIG Shopping Centers (TLV:BIG), an Israeli public company (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K).
(e)Represents the Company’s joint ventures with Blackstone.
(f)Represents the Company’s joint ventures with The Canadian Pension Plan Investment Board (CPPIB).
(g)On February 2, 2015, the Company purchased the remaining 66.7% interest in the 39-property Kimstone portfolio for a gross purchase price of $1.4 billion,including the assumption of $638.0 million in mortgage debt (see Footnote 26 of the Notes to Consolidated Financial Statements included in this Form 10-K).

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

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

(c)    Represents the Company's joint ventures with certain institutional investors. 

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

(e)    Ownership % is a blended rate.

(f)     Represents the Company’s joint ventures with Blackstone.

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

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

(i)     Represents the Kimco Income Fund.


 

The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2013,2014, these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating $1.3$1.2 billion. The aggregate debt as of December 31, 2013,2014, of all of the Company’s unconsolidated real estate joint ventures is $5.6$4.6 billion, of which the Company’s proportionate share of this debt is $2.1$1.8 billion. As of December 31, 2013,2014, these loans had scheduled maturities ranging from one month to 2019 years and bear interest at rates ranging from 1.67%1.92% to 10.50%8.39%. Approximately $384.2$525.7 million of the aggregate outstanding loan balance matures in 2014,2015, of which the Company’s proportionate share is $175.1$206.0 million. These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing and partner capital contributions, as deemed appropriate. (Seeappropriate (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K).

 

Other Real Estate Investments

 

The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. The Company accounts for its preferred equity investments under the equity method of accounting. As of December 31, 2013,2014, the Company’s net investment under the Preferred Equity Program was $95.6$229.1 million relating to 91443 properties, including 385 net leased properties. As of December 31, 2013,2014, these preferred equity investment properties had individual non-recourse mortgage loans aggregating $485.4$717.0 million. These loans had scheduled maturities ranging from three months to 19 years and bear interest at rates ranging from 3.4% to 10.47%. Due to the Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital.

 


Additionally, during July 2007, the Company invested $81.7 million of preferred equity capital in a portfolio comprised of 403 net leased properties which are divided into 30 master leased pools with each pool leased to individual corporate operators. These properties consist of a diverse array of free-standing restaurants, fast food restaurants, convenience and auto parts stores. As of December 31, 2013, the remaining 392 properties were encumbered by third party loans aggregating $336.0 million, not including $56.5 million in net fair market value of debt adjustments, with interest rates ranging from 5.08% to 10.47%, a weighted average interest rate of 9.2% and maturities ranging from one to nine years.

At December 31, 2013,2014, the Company had a 90% equity participation interest in an existing leveraged lease of 11 properties, which is reported as a net investment in leveraged lease in accordance with the FASB’s Lease guidance. The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the lessee having certain renewal option rights. These 11 properties were encumbered by third-party non-recourse debt of $17.9$11.2 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease. As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease. Accordingly, this debt has been offset against the related net rental receivable under the lease.

 

Funds fromFrom Operations

 

Funds From Operations (“FFO”) is a supplemental non-GAAP measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income/(loss) attributable to common shareholders computed in accordance with generally accepted accounting principles (“GAAP”), excluding (i) gains or losses from sales of operating real estate assets and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties and (iv) impairment of depreciable real estate and in substance real estate equity investments and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis.

 

The Company presents FFO as it considers it an important supplemental measure of our operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting results. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

 

The Company also presents FFO as adjusted as an additional supplemental measure as it believes it is more reflective of the Company’s core operating performance. The Company believes FFO as adjusted provides investors and analysts an additional measure in comparing the Company’s performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. FFO as adjusted is generally calculated by the Company as FFO excluding certain transactional income and expenses and non-operating impairments which management believes are not reflective of the results within the Company’s operating real estate portfolio.


 

FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income as a measure of liquidity.  Our method of calculating FFO and FFO as adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

 


The Company’s reconciliation of net income available to common shareholders to FFO and FFO as adjusted for the three months and years ended December 31, 20132014 and 20122013 is as follows (in thousands, except per share data):

 

 

Three Months Ended

December 31,

  

Year Ended

December 31,

  

Three Months Ended

December 31,

   

Year Ended

December 31,

  
 

2013

  

2012

  

2013

  

2012

  

2014

   

2013

   

2014

   

2013

  

Net income available to common shareholders

 $47,035  $59,231  $177,987  $172,673  $38,207   $47,035   $365,707   $177,987  

Gain on disposition of operating properties, net ofnoncontrolling interests

  (16,503)  (49,023)  (45,330)  (84,828)

Gain on disposition of joint venture operatingproperties

  (5,530)  (4,914)  (113,937)  (27,927)

Depreciation and amortization - real estaterelated

  64,511   63,246   250,253   257,278 

Gain on disposition of operating properties, net of tax andnoncontrolling interests

  (71,152)   (16,503)   (189,572)   (45,330) 

Gain on disposition of joint venture operating properties and change in control of interests

  (56,262)   (5,530)   (193,791)   (113,937) 

Depreciation and amortization - real estate related

  70,878    64,511    263,885    250,253  

Depreciation and amortization - real estate jointventures, net of noncontrolling interests

  24,448   32,228   117,743   133,734   21,113    24,448    92,343    117,743  

Impairments of operating properties, net of taxand noncontrolling interests

  20,707   26,440   165,825   59,510 

Impairments of operating properties, net of tax and noncontrolling interests

  153,937  (2)  20,707    257,660    165,825  

FFO

  134,668   127,208   552,541   510,440   156,721    134,668    596,232    552,541  

Transactional (income)/charges:

                                    

Profit participation from other real estate investments

  (474)  (10,996)  (13,650)  (20,746)  (13,627)   (474)   (16,426)   (13,650) 

Transactional losses from other real estate investments

  3,091   -   3,091   -   -    3,091    3,497    3,091  

Promote income from real estate joint ventures

  -   (1,151)  -   (5,072)

Gains from development/land sales, net of tax

  (1,775)  (14)  (3,448)  (8,309)

Acquisition costs

  2,296   701   5,623   9,160 

Loss/(gains) from land sales, net of tax

  436    (1,775)   (2,550)   (3,448) 

Acquisition costs, net of tax

  2,172    2,296    7,033    5,623  

Deferred tax asset valuation allowance release

  -   -   (9,126)  -   -    -    -    (9,126) 

Severance costs

  2,225   -   2,225   2,472   -    2,225    2,869    2,225  

Excess distribution from a cost method investment

  (167)  (398)  (2,213)  (398)

Distributions in excess of Company’s investment basis

  (2,168)   (167)   (17,691)   (2,213) 

Gain on sale of marketable securities

  (5,339)  -   (10,668)  -   -    (5,339)   -    (10,668) 

Impairments on other investments, net of tax andnoncontrolling interest

  455   3,785   20,754   3,785 

Preferred stock redemption costs

  -   15,490   -   21,703 

Other (income)/expense, net

  (180)  143   (1,419)  1,166 

Impairments on other investments, net of tax and noncontrolling interest

  1,621    455    6,494    20,754  

Other income, net

  (513)   (180)   (2,567)   (1,419) 

Total transactional charges/(income), net

  132   7,560   (8,831)  3,761   (12,079)   132    (19,341)   (8,831) 

FFO as adjusted

 $134,800  $134,768  $543,710  $514,201  $144,642   $134,800   $576,891   $543,710  

Weighted average shares outstanding for FFO calculations:

                                    

Basic

  408,139   406,345   407,631   405,997   409,740    408,139    409,088    407,631  

Units

  1,522   1,522   1,523   1,455   1,531    1,522    1,536    1,523  

Dilutive effect of equity awards

  2,414   1,829   2,541   2,106   3,171    2,414    3,139    2,541  

Diluted (1)

  412,075   409,696   411,695   409,558   414,442 (1)  412,075 (1)  413,763 (1)  411,695 (1)
                                    

FFO per common share – basic

 $0.33  $0.31  $1.36  $1.26  $0.38   $0.33   $1.46   $1.36  

FFO per common share – diluted(1)

 $0.33  $0.31  $1.35  $1.25  $0.38 (1) $0.33 (1) $1.45 (1) $1.35 (1)

FFO as adjusted per common share – basic

 $0.33  $0.33  $1.33  $1.27  $0.35   $0.33   $1.41   $1.33  

FFO as adjusted per common share – diluted(1)

 $0.33  $0.33  $1.33  $1.26  $0.35 (1) $0.33 (1) $1.40 (1) $1.33 (1)

 

  

(1)

ForReflects the threepotential impact if certain units were converted to common stock at the beginning of the period. FFO would be increased by $795 and twelve$641  for the three months ended December 31, 2014 and 2013, and 2012,$3,033 and $2,516 for the effectyears ended December 31, 2014 and 2013, respectively.

(2)

Includes cumulative foreign currency translation loss of certain convertible units would have an anti-dilutive effect upon$134.3 million due to the calculationsubstantial liquidation of Income from continuing operations per share.  Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations.  Company's Mexican Portfolio.

 

CombinedSame Property Net Operating Income

 

Combined Same Property Net Operating Income (“Combined Same Property NOI”) is a supplemental non-GAAP financial measure of real estate companies’ operating performance and should not be considered an alternative to net income in accordance with GAAP or as a measure of liquidity. Combined Same Property NOI is considered by management to be an important performance measure of the Company’s operations and management believes that it is helpful to investors as a measure of the Company’s operating performance because it includes only the net operating income of properties that have been owned for the entire current and prior year reporting periods including those properties under redevelopment and excludes properties under development and pending stabilization. Properties are deemed stabilized at the earlier of (i) reaching 90% leased or (ii) one year following a projects inclusion in operating real estate (two years for Latin American properties).estate. As such, Combined Same Property NOI assists in eliminating disparities in net income due to the development, acquisition or disposition of properties during the particular period presented, and thus provides a more consistent performance measure for the comparison of the Company's properties.

 

 

 

Combined Same Property NOI is calculated using revenues from rental properties (excluding straight-line rents, lease termination fees, above/below market rents and includes charges for bad debt) less operating and maintenance expense, real estate taxes and rent expense, plus the Company’s proportionate share of Combined Same Property NOI from unconsolidated real estate joint ventures, calculated on the same basis. Our method of calculating Combined Same Property NOI may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The following is a reconciliation of the Company’s Income from continuing operations to Combined Same Property NOI and U.S. Same Property Net Operating Income “U.S. Same Property NOI” (in thousands):

 

 

Three Months Ended December 31,

  

Year Ended December 31,

  

Three Months Ended December 31,

  

Year Ended December 31,

 
 

2013

  

2012

  

2013

  

2012

  

2014

  

2013

  

2014

  

2013

 

Income from continuing operations

 $61,409  $46,798  $261,683  $210,073  $74,474  $56,705  $384,506  $288,454 

Adjustments:

                                

Management and other fee income

  (9,565)  (10,469)  (36,317)  (37,522)  (8,764)  (9,565)  (35,009)  (36,317)

General and administrative expenses

  31,663   28,986   127,913   123,925   27,675   31,543   122,201   127,470 

Impairment charges

  2,845   9,962   91,404   10,289   11,420   609   39,808   32,247 

Depreciation and amortization

  65,492   60,520   247,537   236,923   72,767   59,571   258,074   224,713 

Other income

  39,824   54,068   190,835   221,401   53,153   39,569   208,208   189,894 

Provision for income taxes, net

  6,788   3,707   34,520   16,922   7,727   6,333   22,438   32,654 

Gain on change in control of interests, net

  -   (1,399)  (21,711)  (15,555)  (23,462)  -   (107,235)  (21,711)

Equity in income of other real estate investments, net

  (1,225)  (18,057)  (31,136)  (53,397)  (21,638)  (1,225)  (38,042)  (31,136)

Non same property net operating income

  (15,135)  (25,797)  (113,645)  (118,950)  (22,557)  (12,021)  (83,755)  (80,373)

Non-operational expense from joint ventures, net

  54,227   80,288   171,503   296,869   61,988   54,227   148,918   171,503 

Same Property NOI

 $236,323  $228,607  $922,586  $890,978 

CombinedSame Property NOI

  232,783   225,746   920,112   897,398 

Impact from foreign currency

  -   (1,907)  -   (6,672)

CombinedSame Property NOI, before foreigncurrency impact

  232,783   223,839   920,112   890,726 

Canadian Same Property NOI, before foreigncurrency impact

  (23,316)  (23,060)  (94,940)  (92,286)

U.S. Same Property NOI

 $209,467  $200,779  825,172  798,440 

 

Combined Same Property NOI, before foreign currency impact increased by $7.7$8.9 million or 3.4%4.0% for the three months ended December 31, 2013,2014, as compared to the corresponding period in 2012.2013. Combined Same Property NOI increased by $7.0 million or 3.1% for the three months ended December 31, 2014, as compared to the corresponding period in 2013. This increase is primarily the result of (i) an increase of $6.0$6.6 million related to lease-up and rent commencements in the portfolio and (ii) an increase of $3.2$2.3 million in other property and ancillary income, partially offset by (iii) the negative impact from changes in foreign currency exchange rates of $1.5$1.9 million.

 

Combined Same Property NOI, before foreign currency impact increased by $31.6$29.4 million or 3.5%3.3% for the year ended December 31, 2013,2014, as compared to the corresponding period in 2012.2013. Combined Same Property NOI increased by $22.7 million or 2.5% for the year ended December 31, 2014, as compared to the corresponding period in 2013. This increase is primarily the result of (i) an increase of $25.9$25.8 million related to lease-up and rent commencements in the portfolio and (ii) an increase of $8.2$3.6 million in other property and ancillary income, partially offset by (iii) the negative impact from changes in foreign currency exchange rates of $2.5$6.7 million.

 

Effects of Inflation

 

Many of the Company's leases contain provisions designed to mitigate the adverse impact of inflation.  Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices.  In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. Most of the Company's leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation.  The Company periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and/or foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign currency exchange rates.

 

New Accounting Pronouncements

 

See Footnote 1 of the Company’stheNotes to Consolidated Financial Statements included in this Form 10-K.

 

 

 

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

 

The Company’s primary market risk exposures are interest rate risk and fluctuations in foreign currency exchange rate risk. The following table presents the Company’s aggregate fixed rate and variable rate domestic and foreign debt obligations outstanding as of December 31, 2013,2014, with corresponding weighted-average interest rates sorted by maturity date. The table does not include extension options where available. Amounts include fair value purchase price allocation adjustments for assumed debt. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency. The instruments’ actual cash flows are denominated in U.S. dollars, Canadian dollars (CAD), Mexican pesos (MXN) and Chilean Pesos (CLP) as indicated by geographic description ($USD equivalent in millions).

 

  

2014

  

2015

  

2016

  

2017

  

2018

  

Thereafter

  

Total

  

Fair Value

 

U.S. Dollar Denominated

                                

Secured Debt

                                

Fixed Rate

 $125.2  $167.1  $292.3  $179.6  $37.4  $163.3  $964.9  $1,008.2 

Average Interest Rate

  6.97%  5.27%  6.50%  6.13%  4.88%  5.18%  6.00%    
                                 

Variable Rate

 $-  $6.0  $-  $2.0  $20.9  $-  $28.9  $28.3 

Average Interest Rate

  -   0.14%  -   4.00%  3.02%  -   2.49%    
                                 

Unsecured Debt

                                

Fixed Rate

 $294.7  $350.0  $300.0  $290.9  $300.0  $650.0  $2,185.6  $2,318.4 

Average Interest Rate

  5.20%  5.29%  5.78%  5.70%  4.30%  4.86%  6.88%    
                                 

Variable Rate

 $400.0  $185.1  $-  $-  $-  $-  $585.1  $576.9 

Average Interest Rate

  1.22%  1.22%  -   -   -   -   1.22%    

CAD Denominated

                                

Unsecured Debt

                                

Fixed Rate

 $-  $-  $-  $-  $141.2  $188.2  $329.4  $348.6 

Average Interest Rate

  -   -   -   -   5.99%  3.86%  4.77%    
                                 

Variable Rate

 $-  $9.4  $-  $-  $-  $-  $9.4  $9.3 

Average Interest Rate

  -   2.27%  -   -   -   -   2.27%    
                                 

MXN Denominated

                                

Unsecured Debt

                                

Variable Rate

 $-  $-  $-  $-  $76.5  $-  $76.5  $80.4 

Average Interest Rate

  -   -   -   -   5.15%  -   5.15%    
                                 

CLP Denominated

                                

Secured Debt

                                

Variable Rate

 $-  $-  $-  $-  $-  $41.6  $41.6  $47.4 

Average Interest Rate

  -   -   -   -   -   5.68%  5.68%    

  

2015

  

2016

  

2017

  

2018

  

2019

  

Thereafter

  

Total

  

Fair Value

 

U.S. Dollar DenominatedSecured Debt

                                

Fixed Rate

 $134.7  $357.7  $469.3  $35.8  $-  $350.0  $1,347.5  $1,399.9 

Average Interest Rate

  5.17%  6.24%  5.86%  4.80%  -   5.19%  5.69%    
                                 

Variable Rate

 $6.0  $-  $1.9  $36.0  $-  $-  $43.9  $43.6 

Average Interest Rate

  0.08%  -   4.00%  2.51%  -   -   2.24%    
                                 

Unsecured Debt

                                

Fixed Rate

 $350.0  $300.0  $290.9  $300.0  $300.0  $850.0  $2,390.9  $2,517.3 

Average Interest Rate

  5.29%  5.78%  5.70%  4.30%  6.88%  3.17%  4.72%    
                                 

Variable Rate

 $400.0  $-  $-  $100.0  $-  $-  $500.0  $491.7 

Average Interest Rate

  1.21%  -   -   1.09%  -   -   1.19%    
                                 

CAD DenominatedUnsecured Debt

                                

Fixed Rate

 $-  $-  $-  $129.1  $-  $172.2  $301.3  $325.4 

Average Interest Rate

  -   -   -   5.99%  -   3.86%  4.77%    
                                 

CLP DenominatedSecured Debt

                                

Variable Rate

 $-  $-  $-  $-  $-  $36.7  $36.7  $41.5 

Average Interest Rate

  -   -   -   -   -   5.68%  5.68%    

 

Based on the Company’s variable-rate debt balances, interest expense would have increased by $7.4$5.8 million in 20132014 if short-term interest rates were 1.0% higher.

 

The following table presents the Company’s foreign investments and respective cumulative translation adjustment (“CTA”) as of December 31, 2013.2014. Investment amounts are shown in their respective local currencies and the U.S. dollar equivalents and CTA balances are shown in US dollars:

 

Foreign Investment (in millions)

Foreign Investment (in millions)

     

Foreign Investment (in millions)

     

Country

 

Local Currency

  

US Dollars

  

CTA Gain/(Loss)

  

Local Currency

  

US Dollars

  

CTA Gain/(Loss)

 

Mexican real estate investments (MXN)

  4,775.6  $365.0  $(106.8)  708.2  $48.0  $- 

Canadian real estate joint venture investments (CAD)

  420.4  $395.8  $23.7 

Canadian real estate investments (CAD)

  442.3  $380.7  $15.2 

Chilean real estate investments (CLP)

  33,178.3  $63.3  $(8.0)  32,408  $53.4  $(14.9)

Peruvian real estate investments (Peruvian Nuevo Sol)

  15.6  $5.6  $0.1 

 

The foreign currency exchange risk has been partially mitigated, but not eliminated, through the use of local currency denominated debt.  The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.

 


 CTA results from currencyCurrency fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment andresult in a CTA, which is recorded as a component of AOCIAccumulated other comprehensive income (“AOCI”) on the Company’s Consolidated Balance Sheets. The CTA amounts are subject to future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Changes in exchange rates are impacted by many factors that cannot be forecasted with reliable accuracy. Any change could have a favorable or unfavorable impact on the Company’s CTA balance. Based on theThe Company’s foreign investment balancesaggregate CTA net gain balance at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $92.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $75.42014, is $0.3 million.


 

Under U.S. GAAP, the Company is required to release CTA balances into earnings when the Company has substantially liquidated its investment in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio. During the year ended December 31, 2014, the Company continued selling properties in its Latin American portfolio and as a result substantially liquidated its investments in Mexico and Peru. Due to the Company may, in the near term, substantially liquidate allsubstantial liquidation of its investments in this portfolio which will requireMexico and Peru, the then unrealizedCompany recognized a loss onfrom foreign currency translation to be recognized as a charge against earnings. At December 31, 2013,in the aggregate CTA net loss balance relating to the Company’s Latin American portfolio is $114.7 million. Based on the Company’s foreign investment balances in Latin Americas at December 31, 2013, a favorable overall exchange rate fluctuationamount of 10% would decrease the aggregate CTA net loss balance by approximately $48.2$134.4 million, whereas, an unfavorable overall exchange rate fluctuationafter noncontrolling interest of 10% would increase the aggregate CTA net loss balance by approximately $39.4$5.8 million.

 

Item 8.  Financial Statements and Supplementary Data

 

The response to this Item 8 is included in our audited Notes to Consolidated Financial Statements, which are contained in Part IV Item 15 of this Form 10-K.

 

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

 

None.

 

Item 9A.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

Changes in Internal Control Over Financial Reporting

 

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2013,2014, to which this report relates, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in theInternalInternal Control - Integrated Framework (1992)2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework inInternal Control-IntegratedControl - Integrated Framework (1992) (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2013.2014.

 

The effectiveness of our internal control over financial reporting as of December 31, 2013,2014, 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.

PART III

 

Item 10.  Directors, Executive Officers and Corporate Governance

 

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

 

We have adopted a Code of Business Conduct and Ethics that applies to all employees.employees (the “Code of Ethics”). The Code of Ethics is available at the Investors/Governance/Governance Documents section of our website at www.kimcorealty.com. A copy of the Code of Ethics is available in print, free of charge, to stockholders upon request to us at the address set forth in Item 1 of this Annual Report on Form 10-K under the section “Business - Background.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Ethics by posting such information on our web site.

 

 

  

Item 11.  Executive Compensation

 

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

 

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

 

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

 

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

 

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

 

Item 14.  Principal Accounting Fees and Services

 

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

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

Item 15.

Exhibits, Financial Statement Schedules

  
Form10-K
Report
Page

(a)   1.

 Financial Statements – 

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

 

   
 

Report of Independent Registered Public Accounting Firm

42

   
 

Consolidated Financial Statements

 
   
 

Consolidated Balance Sheets as of December 31, 20132014 and 20122013

43

   
 

Consolidated Statements of Income for the years endedDecember 31, 2014, 2013 2012 and 20112012

44

   
 

Consolidated Statements of Comprehensive Incomefor the years ended December 31, 2014, 2013 2012 and 20112012

45

   
 

Consolidated Statements of Changes in Equityfor the years ended December 31, 2014, 2013 2012 and 20112012

46

   
 

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 2012 and 20112012

47

   
 

Notes to Consolidated Financial Statements

48

   

2

. Financial Statement Schedules -

 
   
 

Schedule II -

Valuation and Qualifying Accounts

9496

 

Schedule III -

Real Estate and Accumulated Depreciation

9597

 

Schedule IV -

Mortgage Loans on Real Estate

10299

   
 

All other schedules are omitted since the required information is not presentor 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.

3837

 

 

 

INDEX TO EXHIBITS

 

  

Incorporated by Reference

  

Exhibit

Number

Exhibit Description

Form

File No.

Date of

Filing

Exhibit

Number

Filed

Herewith

Page

Number

3.1(a) 

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

10-K

1-10899

02/28/11

3.1(a)

  

3.1(b) 

Articles Supplementary of the Company dated November 8, 2010

10-K

1-10899

02/28/11

3.1(b)

  

3.2(a) 

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

10-K

1-10899

02/27/09

3.2

  

3.2(b)

Articles Supplementary of Kimco Realty Corporation, dated March 12, 2012

8-A12B

1-10899

03/13/12

3.2

  

3.2(c)

Articles Supplementary of Kimco Realty Corporation, dated July 17, 2012

8-A12B

1-10899

07/18/12

3.2

  

3.2(d)

Articles Supplementary of Kimco Realty Corporation, dated November 30, 2012

8-A12B

1-10899

12/03/12

3.2

  

4.1

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

S-11

333-42588

09/11/91

4.1

  

4.2

Form of Certificate of Designations for the Preferred Stock

S-3

333-67552

09/10/93

4(d)

  

4.3

Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company)

S-3

333-67552

09/10/93

4(a)

  

4.4

First Supplemental Indenture, dated as of August 4, 1994

10-K

1-10899

03/28/96

4.6

  

4.5

Second Supplemental Indenture, dated as of April 7, 1995

8-K

1-10899

04/07/95

4(a)

  

4.6

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

8-K

1-10899

04/25/05

4.1

  

4.7

Third Supplemental Indenture, dated as of June 2, 2006, between Kimco Realty Corporation, as issuer and The Bank of New York, as trustee

8-K

1-10899

06/05/06

4.1

  

4.8

Fifth Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee

8-K

1-10899

11/03/06

4.1

  

4.9

First Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee

8-K

1-10899

11/03/06

4.2

  

4.10

First Supplemental Indenture, dated as of June 2, 2006, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee

10-K

1-10899

02/28/07

4.12

  

4.11

Second Supplemental Indenture, dated as of August 16, 2006, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee

10-K

1-10899

02/28/07

4.13

  

4.12

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

8-K

1-10899

09/24/09

4.1

  

4.13

Sixth Supplemental Indenture, dated May 23, 2013, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee

8-K

1-10899

05/23/13

4.1

  

10.1

Amended and Restated Stock Option Plan

10-K

1-10899

03/28/95

10.3

  

10.2 

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

10-K

1-10899

02/27/09

10.9

  

10.3 

Form of Indemnification Agreement

10-K

1-10899

02/27/09

10.16

  
  

Incorporated by Reference

  

Exhibit

Number

Exhibit Description

Form

File No.

Date of

Filing

Exhibit

Number

Filed

Herewith

Page

Number

3.1(a) 

Articles of Restatement of Kimco Realty Corporation, dated January 14, 2011

10-K

1-10899

02/28/11

3.1(a)

  

3.1(b)

Amendment to Articles of Restatement of Kimco Realty Corporation dated May 8, 2014

-

-

-

-

X

100

3.1(c) 

Articles Supplementary of Kimco Realty Corporation dated November 8, 2010

10-K

1-10899

02/28/11

3.1(b)

  

3.1(d)

Articles Supplementary of Kimco Realty Corporation, dated March 12, 2012

8-A12B

1-10899

03/13/12

3.2

  

3.1(e)

Articles Supplementary of Kimco Realty Corporation, dated July 17, 2012

8-A12B

1-10899

07/18/12

3.2

  

3.1(f)

Articles Supplementary of Kimco Realty Corporation, dated November 30, 2012

8-A12B

1-10899

12/03/12

3.2

  

3.2

Amended and Restated By-laws of Kimco Realty Corporation, dated February 25, 2009

10-K

1-10899

02/27/09

3.2

  

4.1

Agreement of Kimco Realty Corporation pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K

S-11

333-42588

09/11/91

4.1

  

4.2

Form of Certificate of Designations for the Preferred Stock

S-3

333-67552

09/10/93

4(d)

  

4.3

Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company)

S-3

333-67552

09/10/93

4(a)

  

4.4

First Supplemental Indenture, dated August 4, 1994, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company)

10-K

1-10899

03/28/96

4.6

  

4.5

Second Supplemental Indenture, dated April 7, 1995, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company)

8-K

1-10899

04/07/95

4(a)

  

4.6

Indenture dated April 21, 2005, between Kimco North Trust III, Kimco Realty Corporation, as guarantor  and BNY Trust Company of Canada, as trustee

8-K

1-10899

04/25/05

4.1

  

4.7

Third Supplemental Indenture, dated June 2, 2006, between Kimco Realty Corporation, and The Bank of New York, as trustee

8-K

1-10899

06/05/06

4.1

  

4.8 

First Supplemental Indenture, dated October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee

8-K

1-10899

11/03/06

4.2

  

4.9 

Fifth Supplemental Indenture, dated October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee

8-K

1-10899

11/03/06

4.1

  
        

4.10

First Supplemental Indenture, dated June 2, 2006, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee

10-K

1-10899

02/28/07

4.12

  

4.11

Second Supplemental Indenture, dated August 16, 2006, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee

10-K

1-10899

02/28/07

4.13

  

4.12

Fourth Supplemental Indenture, dated April 26, 2007, between Kimco Realty Corporation and The Bank of New York, as trustee

8-K

1-10899

04/26/07

1.3

  

4.13 

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

8-K

1-10899

09/24/09

4.1

  

4.14 

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

10-Q

1-10899

05/07/10

99.2

  

4.15

Sixth Supplemental Indenture, dated May 23, 2013, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee

8-K

1-10899

05/23/13

4.1

  

  

 

 

  

Incorporated by Reference

  

Exhibit

Number

Exhibit Description

Form

File No.

Date of

Filing

Exhibit

Number

Filed

Herewith

Page

Number

10.4

Agency Agreement, dated July 17, 2013, by and among Kimco North Trust III, Kimco Realty Corporation and Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc. and National Bank Financial Inc.

10-Q

1-10899

08/02/13

99.1

  

10.5

Fourth Supplemental Indenture, dated July 22, 2013, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee

10-Q

1-10899

08/02/13

99.2

  

10.6

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

10-K/A

1-10899

08/17/10

10.18

  

10.7 

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

8-K

1-10899

03/19/10

10.5

  

10.8

Kimco Realty Corporation 2010 Equity Participation Plan

8-K

1-10899

03/19/10

10.7

  

10.9

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

8-K

1-10899

03/19/10

10.8

  

10.10 

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

10-Q

1-10899

05/07/10

99.1

  

10.11 

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

10-Q

1-10899

05/07/10

99.2

  

10.12

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

10-K/A

1-10899

08/17/10

10.19

  

10.13 

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

8-K

1-10899

08/24/10

1.1

  

10.14 

$1.75 Billion Credit Agreement, dated as of October 27, 2011, among Kimco Realty Corporation and each of the parties named therein

8-K

1-10899

11/2/11

10.1

  

10.15

Agreement and General Release between Kimco Realty Corporation and Barbara Pooley, dated January 18, 2012

8-K

1-10899

1/19/12

10.1

  

10.16

$400 Million Credit Agreement, dated as of April 17, 2012, among Kimco Realty Corporation as borrower and each of the parties named therein

8-K

1-10899

4/20/12

10.1

  

10.17

First Amendment to the Kimco Realty Corporation Executive Severance Plan, dated as of March 20, 2012

10-Q

1-10899

5/10/12

10.3

  

10.18

$147.5 Million Credit Agreement, dated as of June 28, 2012, by and among InTown Hospitality Corp. as borrower, Kimco Realty Corporation as guarantor, and each of the parties named therein

8-K

1-10899

7/03/12

10.1

  

10.19

Kimco Realty Corporation 2010 Equity Participation Plan

S-8

333-184776

11/06/12

99.1

  

10.20

First Amendment to Credit Agreement, dated as of June 3, 2013, among Kimco Realty Corporation, a Maryland corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

8-K

1-10899

6/07/13

10.1

  

12.1

Computation of Ratio of Earnings to Fixed Charges

X

104

12.2

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

X

105

21.1

Significant Subsidiaries of the Company

X

106

23.1

Consent of PricewaterhouseCoopers LLP

X

107

31.1

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

X

108

31.2

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

X

109

32.1

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

X

110

99.1

Property Chart

X

111

101.INS

XBRL Instance Document

X

 

101.SCH

XBRL Taxonomy Extension Schema

X

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

X

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase

X

 

101.LAB

XBRL Taxonomy Extension Label Linkbase

X

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

X

 
        
  Incorporated by Reference  

Exhibit

Number

Exhibit DescriptionFormFile No.

Date of

Filing

Exhibit

Number

Filed

Herewith

Page

Number

4.16

Fourth Supplemental Indenture, dated July 22, 2013, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee

10-Q

1-10899

08/02/13

99.2

  

4.17

Seventh Supplemental Indenture, dated April 24, 2014, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee

8-K

1-10899

04/24/14

4.1

  

10.1

Amended and Restated Stock Option Plan

10-K

1-10899

03/28/95

10.3

  

10.2 

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

10-K

1-10899

02/27/09

10.9

  

10.3 

Form of Indemnification Agreement

10-K

1-10899

02/27/09

99.1

  
10.4Agency Agreement, dated July 17, 2013, by and among Kimco North Trust III, Kimco Realty Corporation and Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc. and National Bank Financial Inc.10-Q1-1089908/02/1399.1  

10.5

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

10-K/A

1-10899

08/17/10

10.18

  

10.6 

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

8-K

1-10899

03/19/10

10.5

  

10.7

Kimco Realty Corporation 2010 Equity Participation Plan

8-K

1-10899

03/19/10

10.7

  

10.8

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

8-K

1-10899

03/19/10

10.8

  

10.9

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

10-K/A

1-10899

08/17/10

10.19

  

10.10 

$1.75 Billion Credit Agreement, dated October 27, 2011, among Kimco Realty Corporation and each of the parties named therein

8-K

1-10899

11/02/11

10.1

  

10.11

Agreement and General Release between Kimco Realty Corporation and Barbara Pooley, dated January 18, 2012

8-K

1-10899

01/19/12

10.1

  

10.12

$400 Million Credit Agreement, dated April 17, 2012, among Kimco Realty Corporation as borrower and each of the parties named therein

8-K

1-10899

04/20/12

10.1

  

10.13

First Amendment to the Kimco Realty Corporation Executive Severance Plan, dated March 20, 2012

10-Q

1-10899

05/10/12

10.3

  

10.14

$147.5 Million Credit Agreement, dated June 28, 2012, by and among InTown Hospitality Corp. as borrower, Kimco Realty Corporation as guarantor, and each of the parties named therein

8-K

1-10899

07/03/12

10.1

  

10.15

First Amendment to the Kimco Realty Corporation 2010 Equity Participation Plan

S-8

333-184776

11/06/12

99.1

  

10.16

First Amendment to Credit Agreement, dated June 3, 2013, among Kimco Realty Corporation, a Maryland corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

8-K

1-10899

06/07/13

10.1

  

10.17

$1.75 Billion Amended and Restated Credit Agreement, dated March 17, 2014, among Kimco Realty Corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

8-K

1-10899

03/20/14

10.1

  

10.18

First Amendment, dated March 17, 2014, to the Credit Agreement, dated April 17, 2012, among Kimco Realty Corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent

8-K

1-10899

03/20/14

10.2

  

10.19

Underwriting Agreement, dated April 14, 2014, by and among Kimco Realty Corporation and Citigroup Global Markets Inc., UBS Securities LLC and Wells Fargo Securities, LLC

8-K

1-10899

04/15/14

1.1

  

  


12.1

Computation of Ratio of Earnings to Fixed Charges

X

120

12.2

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

X

121

21.1

Significant Subsidiaries of the Company

X

122

23.1

Consent of PricewaterhouseCoopers LLP

X

123

31.1

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

X

124

31.2

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

X

125

32.1

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

X

126

99.1

Property Chart

X

127

101.INS

XBRL Instance Document

X

 

101.SCH

XBRL Taxonomy Extension Schema

X

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

X

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase

X

 

101.LAB

XBRL Taxonomy Extension Label Linkbase

X

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

X

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

KIMCO REALTY CORPORATION

 By:     /s/David B. Henry

 David B. Henry

 

By:     /s/ David B. Henry

David B. Henry

Chief Executive Officer

 

Dated:     February 26, 201427, 2015

 

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

 

Signature

 

Title

Date

    

/s/ Milton Cooper

 

Executive Chairman of the Board of Directors

February 26, 201427, 2015

Milton Cooper

   
    

/s/ David B. Henry

 

Chief Executive Officer and Vice Chairman ofthe Board of Directors

February 26, 201427, 2015

David B. Henry

 

the Board of Directors

 
    

/s/ Richard G. Dooley

 

Director

February 26, 201427, 2015

Richard G. Dooley

   
    

/s/ Joe Grills

 

Director

February 26, 201427, 2015

Joe Grills

/s/ F. Patrick Hughes

Director

February 26, 2014

F. Patrick Hughes

   
    

/s/ Frank Lourenso

 

Director

February 26, 201427, 2015

Frank Lourenso

   
    

/s/ Richard Saltzman

 

Director

February 26, 201427, 2015

Richard Saltzman

   
    

/s/ Philip Coviello

 

Director

February 26, 201427, 2015

Philip Coviello

   
    

/s/ Colombe Nicholas

 

Director

February 26, 201427, 2015

Colombe Nicholas

   
    

/s/ Conor Flynn

 

Executive Vice President -Chief Operating Officer

February 26, 201427, 2015

Conor Flynn

 

Chief Operating Officer

 
    

/s/ Glenn G. Cohen

 

Executive Vice President -Chief Financial Officer and Treasurer

February 26, 201427, 2015

Glenn G. Cohen

 

Chief Financial Officer and

 
  

Treasurer

 
    

/s/ Paul Westbrook

 

Vice President -Chief Accounting Officer

February 26, 201427, 2015

Paul Westbrook

 

Chief Accounting Officer

 

 

 

 

 

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

42

  

Consolidated Financial Statements and Financial Statement Schedules:

 
  

Consolidated Balance Sheets as of December 31, 20132014 and 20122013

43

  

Consolidated Statements of Income for the years ended December 31, 2014, 2013 2012 and 20112012

44

  

Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 2012 and 20112012

45

  

Consolidated Statements of Changes in Equity for the years ended December 31, 2014, 2013 2012 and 20112012

46

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 2012 and 20112012

47

  

Notes to Consolidated Financial Statements

48

  

Financial Statement Schedules:

 
  

II.

Valuation and Qualifying Accounts

9496

III.

Real Estate and Accumulated Depreciation

9597

IV.

Mortgage Loans on Real Estate

10299

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

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

 

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Kimco Realty Corporation and its subsidiaries (the "Company") at December 31, 20132014 and 2012,2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20132014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2014, based on criteria established inInternal Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

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

 

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

 

/s/ PricewaterhouseCoopers LLP

New York, New York

February 26, 2014

27, 2015

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)

 

 

December 31, 2013

  

December 31, 2012

  

December 31, 2014

  

December 31, 2013

 
                

Assets:

                

Real Estate

                

Rental property

                

Land

 $2,072,099  $2,024,300  $2,365,800  $2,072,099 

Building and improvements

  6,953,427   6,825,724   7,520,095   6,953,427 
  9,025,526   8,850,024   9,885,895   9,025,526 

Less: accumulated depreciation and amortization

  (1,878,681)  (1,745,462)  (1,955,406)  (1,878,681)
  7,146,845   7,104,562   7,930,489   7,146,845 

Real estate under development

  97,818   97,263   132,331   97,818 

Real estate, net

  7,244,663   7,201,825   8,062,820   7,244,663 
                

Investments and advances in real estate joint ventures

  1,257,010   1,428,155   1,037,218   1,257,010 

Other real estate investments

  274,641   317,557   266,157   274,641 

Mortgages and other financing receivables

  30,243   70,704   74,013   30,243 

Cash and cash equivalents

  148,768   141,875   187,322   148,768 

Marketable securities

  62,766   36,541   90,235   62,766 

Accounts and notes receivable

  164,326   171,540   172,386   164,326 

Deferred charges and prepaid expenses

  175,698   171,373   182,630   175,698 

Other assets

  305,515   211,664   212,947   305,515 

Total assets

 $9,663,630  $9,751,234  $10,285,728  $9,663,630 
                

Liabilities:

                

Notes payable

 $3,186,047  $3,192,127  $3,192,167  $3,186,047 

Mortgages payable

  1,035,354   1,003,190   1,428,131   1,035,354 

Accounts payable and accrued expenses

  124,290   111,881   129,509   124,290 

Dividends payable

  104,496   96,518   111,143   104,496 

Other liabilities

  357,764   333,962   431,533   357,764 

Total liabilities

  4,807,951   4,737,678   5,292,483   4,807,951 

Redeemable noncontrolling interests

  86,153   81,076   91,480   86,153 
                

Commitments and Contingencies

                
                

Stockholders' equity:

                

Preferred stock, $1.00 par value, authorized 5,961,200 shares102,000 shares issued and outstanding (in series),Aggregate liquidation preference $975,000

  102   102 

Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding409,731,058 and 407,782,102 shares, respectively

  4,097   4,078 

Preferred stock, $1.00 par value, authorized 5,959,100 shares 102,000 shares issued and outstanding (in series), Aggregate liquidation preference $975,000

  102   102 

Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding 411,819,818 and 409,731,058 shares, respectively

  4,118   4,097 

Paid-in capital

  5,689,258   5,651,170   5,732,021   5,689,258 

Cumulative distributions in excess of net income

  (996,058)  (824,008)  (1,006,578)  (996,058)

Accumulated other comprehensive income

  (64,982)  (66,182)  45,122   (64,982)

Total stockholders' equity

  4,632,417   4,765,160   4,774,785   4,632,417 

Noncontrolling interests

  137,109   167,320   126,980   137,109 

Total equity

  4,769,526   4,932,480   4,901,765   4,769,526 

Total liabilities and equity

 $9,663,630  $9,751,234  $10,285,728  $9,663,630 

 

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


KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share information)

  

Year Ended December 31,

 
  

2013

  

2012

  

2011

 
             

Revenues

            

Revenues from rental properties

 $910,356  $836,881  $779,156 

Management and other fee income

  36,317   37,522   35,321 

Total revenues

  946,673   874,403   814,477 
             

Operating expenses

            

Rent

  13,347   12,745   13,847 

Real estate taxes

  117,563   110,747   104,451 

Operating and maintenance

  115,151   107,204   102,538 

General and administrative expenses

  127,913   123,925   118,559 

Provision for doubtful accounts

  8,256   6,022   5,965 

Impairment charges

  91,404   10,289   13,077 

Depreciation and amortization

  247,537   236,923   218,260 

Total operating expenses

  721,171   607,855   576,697 
             

Operating income

  225,502   266,548   237,780 
             

Other income/(expense)

            

Mortgage financing income

  4,304   7,504   7,273 

Interest, dividends and other investment income

  16,999   2,041   15,796 

Other expense, net

  (533)  (7,687)  (4,010)

Interest expense

  (213,911)  (225,710)  (221,678)

Income from other real estate investments

  2,306   2,451   4,121 

Gain on sale of development properties

  -   -   12,074 
             

Income from continuing operations before income taxes, equity in income ofjoint ventures, gain on change in control of interests andequity in income from other real estate investments

  34,667   45,147   51,356 
             

Provision for income taxes, net

  (34,520)  (16,922)  (25,789)

Equity in income of joint ventures, net

  208,689   112,896   63,467 

Gain on change in control of interests, net

  21,711   15,555   569 

Equity in income of other real estate investments, net

  31,136   53,397   51,813 
             

Income from continuing operations

  261,683   210,073   141,416 
             

Discontinued operations

            

Income from discontinued operating properties, net of tax

  18,224   21,082   40,582 

Impairment/loss on operating properties sold, net of tax

  (83,900)  (38,432)  (17,343)

Gain on disposition of operating properties, net of tax

  43,914   83,253   17,327 

(Loss)/income from discontinued operations

  (21,762)  65,903   40,566 
             

Gain on sale of operating properties, net of tax

  1,432   4,299   108 
             

Net income

  241,353   280,275   182,090 
             

Net income attributable to noncontrolling interests

  (5,072)  (14,202)  (13,039)
             

Net income attributable to the Company

  236,281   266,073   169,051 
             

Preferred stock redemption costs

  -   (21,703)  - 

Preferred dividends

  (58,294)  (71,697)  (59,363)
             

Net income available to the Company's common shareholders

 $177,987  $172,673  $109,688 
             

Per common share:

            

Income from continuing operations:

            

-Basic

 $0.47  $0.27  $0.18 

-Diluted

 $0.47  $0.27  $0.18 

Net income attributable to the Company:

            

-Basic

 $0.43  $0.42  $0.27 

-Diluted

 $0.43  $0.42  $0.27 
             

Weighted average shares:

            

-Basic

  407,631   405,997   406,530 

-Diluted

  408,614   406,689   407,669 
             

Amounts attributable to the Company's common shareholders:

            

Income from continuing operations

 $191,448  $109,903  $71,921 

Income/(loss) from discontinued operations

  (13,461)  62,770   37,767 

Net income

 $177,987  $172,673  $109,688 

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

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)thousands, except share information) 

 

  

Year Ended December 31,

 
  

2013

  

2012

  

2011

 
             

Net income

 $241,353  $280,275  $182,090 

Other comprehensive income:

            

Change in unrealized gain/(loss) on marketable securities

  6,773   3,013   (4,065)

Change in unrealized gain on interest rate swaps

  -   450   549 

Change in foreign currency translation adjustment, net

  (4,208)  43,515   (82,228)

Other comprehensive income/(loss)

  2,565   46,978   (85,744)
             

Comprehensive income

  243,918   327,253   96,346 
             

Comprehensive income attributable to noncontrolling interests

  (6,436)  (19,702)  (11,102)
             

Comprehensive income attributable to the Company

 $237,482  $307,551  $85,244 
  

Year Ended December 31,

 
  

2014

  

2013

  

2012

 
             

Revenues

            

Revenues from rental properties

 $958,888  $825,210  $755,851 

Management and other fee income

  35,009   36,317   37,522 

Total revenues

  993,897   861,527   793,373 
             

Operating expenses

            

Rent

  14,250   13,347   12,745 

Real estate taxes

  124,670   108,746   101,820 

Operating and maintenance

  119,697   99,405   92,409 

General and administrative expenses

  122,201   127,470   123,524 

Provision for doubtful accounts

  4,882   6,133   4,843 

Impairment charges

  39,808   32,247   10,289 

Depreciation and amortization

  258,074   224,713   214,827 

Total operating expenses

  683,582   612,061   560,457 
             

Operating income

  310,315   249,466   232,916 
             

Other income/(expense)

            

Mortgage financing income

  3,129   4,304   7,504 

Interest, dividends and other investment income

  966   16,847   2,022 

Other (expense)/income, net

  (8,544)  1,195   (6,949)

Interest expense

  (203,759)  (212,240)  (223,736)
             

Income from continuing operations before income taxes, equity in income of joint ventures, gain on change in control of interests and equity in income from other real estate investments

  102,107   59,572   11,757 
             

Provision for income taxes, net

  (22,438)  (32,654)  (15,603)

Equity in income of joint ventures, net

  159,560   208,689   112,896 

Gain on change in control of interests, net

  107,235   21,711   15,555 

Equity in income of other real estate investments, net

  38,042   31,136   53,397 
             

Income from continuing operations

  384,506   288,454   178,002 
             

Discontinued operations

            

Income from discontinued operating properties, net of tax

  36,780   50,610   53,153 

Impairment/loss on operating properties, net of tax

  (176,315)  (143,057)  (38,432)

Gain on disposition of operating properties, net of tax

  190,520   43,914   83,253 

Income/(loss) from discontinued operations

  50,985   (48,533)  97,974 
             

Gain on sale of operating properties, net of tax

  389   1,432   4,299 
             

Net income

  435,880   241,353   280,275 
             

Net income attributable to noncontrolling interests

  (11,879)  (5,072)  (14,202)
             

Net income attributable to the Company

  424,001   236,281   266,073 
             

Preferred stock redemption costs

  -   -   (21,703)

Preferred dividends

  (58,294)  (58,294)  (71,697)
             

Net income available to the Company's common shareholders

 $365,707  $177,987  $172,673 
             

Per common share:

            

Income from continuing operations:

            

-Basic

 $0.77  $0.53  $0.19 

-Diluted

 $0.77  $0.53  $0.19 

Net income attributable to the Company:

            

-Basic

 $0.89  $0.43  $0.42 

-Diluted

 $0.89  $0.43  $0.42 
             

Weighted average shares:

            

-Basic

  409,088   407,631   405,997 

-Diluted

  411,038   408,614   406,689 
             

Amounts attributable to the Company's common shareholders:

            

Income from continuing operations

 $316,839  $218,590  $79,360 

Income/(loss) from discontinued operations

  48,868   (40,603)  93,313 

Net income

 $365,707  $177,987  $172,673 

 

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



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 

(in thousands) 

  

Year Ended December 31,

 
  

2014

  

2013

  

2012

 
             

Net income

 $435,880  $241,353  $280,275 

Other comprehensive income:

            

Change in unrealized gain on marketable securities

  20,202   6,773   3,013 

Change in unrealized (loss)/ gain on interest rate swaps

  (1,404)  -   450 

Change in foreign currency translation adjustment, net

  96,895   (4,208)  43,515 

Other comprehensive income

  115,693   2,565   46,978 
             

Comprehensive income

  551,573   243,918   327,253 
             

Comprehensive income attributable to noncontrolling interests

  (17,468)  (6,436)  (19,702)
             

Comprehensive income attributable to the Company

 $534,105  $237,482  $307,551 

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

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2014, 2013 2012 and 20112012

(in thousands)

  CumulativeDistributions in Excess  

Accumulated

Other

Comprehensive

  

Preferred Stock

  

Common Stock

  

Paid-in

  

Total

Stockholders'

  

Noncontrolling

  

Total

 
  

of Net Income

  

Income

  

Issued

  

Amount

  

Issued

  

Amount

  

Capital

  

Equity

  

Interests

  

Equity

 
                                         

Balance, January 1, 2012

 $(702,999) $(107,660)  954  $954   406,938  $4,069  $5,492,022  $4,686,386  $193,757  $4,880,143 
                                         

Contributions from noncontrolling interests

  -   -   -   -   -   -   -   -   1,384   1,384 
                                         

Comprehensive income:

                                        

Net income attributable to the Company

  266,073   -   -   -   -   -   -   266,073   14,202   280,275 

Other comprehensive income, net of tax:

                                        

Change in unrealized gain on marketable securities

  -   3,013   -   -   -   -   -   3,013   -   3,013 

Change in unrealized gain on interest rate swaps

  -   450   -   -   -   -   -   450   -   450 

Change in foreign currency translation adjustment

  -   38,015   -   -   -   -   -   38,015   5,500   43,515 
                                         

Redeemable noncontrolling interests

  -   -   -   -   -   -   -   -   (6,337)  (6,337)

Dividends ($0.78 per common share; $1.0344 per Class F Depositary Share, $1.5016 per Class G Depositary Share, $1.725 per Class H Depositary Share, $1.1708 per Class I Depositary Share, $0.5958 per Class J Depositary Share, and $0.0938 per Class K Depositary Share, respectively)

  (387,082)  -   -   -   -   -   -   (387,082)  -   (387,082)

Distributions to noncontrolling interests

  -   -   -   -   -   -   -   -   (15,328)  (15,328)

Issuance of common stock

  -   -   -   -   1,096   11   18,104   18,115   -   18,115 

Issuance of preferred stock

  -   -   32   32   -   -   774,125   774,157   -   774,157 

Surrender of common stock

  -   -   -   -   (111)  (1)  (2,072)  (2,073)  -   (2,073)

Repurchase of common stock

  -   -   -   -   (1,636)  (16)  (30,931)  (30,947)  -   (30,947)

Exercise of common stock options

  -   -   -   -   1,495   15   22,576   22,591   -   22,591 

Acquisition of noncontrolling interests

  -   -   -   -   -   -   (95)  (95)  (25,858)  (25,953)

Amortization of equity awards

  -   -   -   -   -   -   11,557   11,557   -   11,557 

Redemption of preferred stock

  -   -   (884)  (884)  -   -   (634,116)  (635,000)  -   (635,000)

Balance, December 31, 2012

  (824,008)  (66,182)  102   102   407,782   4,078   5,651,170   4,765,160   167,320   4,932,480 
                                         

Contributions from noncontrolling interests

  -   -   -   -   -   -   -   -   1,026   1,026 
                                         

Comprehensive income:

                                        

Net income attributable to the Company

  236,281   -   -   -   -   -   -   236,281   5,072   241,353 

Other comprehensive income, net of tax:

                                        

Change in unrealized gain on marketable securities

  -   6,773   -   -   -   -   -   6,773   -   6,773 

Change in foreign currency translation adjustment

  -   (5,573)  -   -   -   -   -   (5,573)  1,365   (4,208)
                                         

Redeemable noncontrolling interests

  -   -   -   -   -   -   -   -   (6,892)  (6,892)

Dividends ($0.855 per common share; $1.725 per Class H Depositary Share, $1.5000 per Class I Depositary Share, $1.3750 per Class J Depositary Share, and $1.40625 per Class K Depositary Share, respectively)

  (408,331)  -   -   -   -   -   -   (408,331)  -   (408,331)

Distributions to noncontrolling interests

  -   -   -   -   -   -   -   -   (10,686)  (10,686)

Issuance of common stock

  -   -   -   -   560   5   9,208   9,213   -   9,213 

Surrender of restricted stock

  -   -   -   -   (247)  (2)  (3,889)  (3,891)  -   (3,891)

Exercise of common stock options

  -   -   -   -   1,636   16   30,193   30,209   -   30,209 

Acquisition of noncontrolling interests

  -   -   -   -   -   -   (8,894)  (8,894)  (20,096)  (28,990)

Amortization of equity awards

  -   -   -   -   -   -   11,470   11,470   -   11,470 

Balance, December 31, 2013

  (996,058)  (64,982)  102   102   409,731   4,097   5,689,258   4,632,417   137,109   4,769,526 
                                         

Contributions from noncontrolling interests

  -   -   -   -   -   -   -   -   6,259   6,259 
                                         

Comprehensive income:

                                        

Net income attributable to the Company

  424,001   -   -   -   -   -   -   424,001   11,879   435,880 

Other comprehensive income, net of tax:

                                        

Change in unrealized gain on marketable securities

  -   20,202   -   -   -   -   -   20,202   -   20,202 

Change in unrealized loss on interest rate swaps

  -   (1,404)  -   -   -   -   -   (1,404)  -   (1,404)

Change in foreign currency translation adjustment

  -   91,306   -   -   -   -   -   91,306   5,589   96,895 
                                         

Redeemable noncontrolling interests

  -   -   -   -   -   -   -   -   (6,335)  (6,335)

Dividends ($0.915 per common share; $1.725 per Class H Depositary Share, $1.5000 per Class I Depositary Share, $1.3750 per Class J Depositary Share, and $1.40625 per Class K Depositary Share, respectively)

  (434,521)  -   -   -   -   -   -   (434,521)  -   (434,521)

Distributions to noncontrolling interests

  -   -   -   -   -   -   -   -   (26,755)  (26,755)

Issuance of common stock

  -   -   -   -   805   8   14,039   14,047   -   14,047 

Surrender of restricted stock

  -   -   -   -   (190)  (2)  (4,049)  (4,051)  -   (4,051)

Exercise of common stock options

  -   -   -   -   1,474   15   23,859   23,874   -   23,874 

Acquisition of noncontrolling interests

  -   -   -   -   -   -   (294)  (294)  (766)  (1,060)

Amortization of equity awards

  -   -   -   -   -   -   9,208   9,208   -   9,208 

Balance, December 31, 2014

 $(1,006,578) $45,122   102  $102   411,820  $4,118  $5,732,021  $4,774,785  $126,980  $4,901,765 

 

  

Cumulative

Distributions in Excess of

  

Accumulated

Other

Comprehensive

  

Preferred Stock

  

Common Stock

  

Paid-in

  

Total

Stockholders'

  

Noncontrolling

  

Total

 
  

Net Income

  

Income

  

Issued

  

Amount

  

Issued

  

Amount

  

Capital

  

Equity

  

Interests

  

Equity

 
                                         

Balance, January 1, 2011

 $(515,164) $(23,853)  954  $954   406,424  $4,064  $5,469,841  $4,935,842  $225,444  $5,161,286 
                                         

Contributions from noncontrolling interests

  -   -   -   -   -   -   -   -   1,045   1,045 
                                         

Comprehensive income:

                                        

Net income attributable to the Company

  169,051   -   -   -   -   -   -   169,051   13,039   182,090 

Other comprehensive income, net of tax:

                                        

Change in unrealized loss on marketable securities

  -   (4,065)  -   -   -   -   -   (4,065)  -   (4,065)

Change in unrealized gain on interest rate swaps

  -   549   -   -   -   -   -   549   -   549 

Change in foreign currency translation adjustment

  -   (80,291)  -   -   -   -   -   (80,291)  (1,937)  (82,228)
                                         

Redeemable noncontrolling interests

  -   -   -   -   -   -   -   -   (6,370)  (6,370)

Dividends ($0.73 per Common Share; $1.6625 per

                                        

Class F Depositary Share, $1.9375 per

                                        

Class G Depositary Share and $1.7250 per

                                        

Class H Depositary Share, respectively)

  (356,886)  -   -   -   -   -   -   (356,886)  -   (356,886)

Distributions to noncontrolling interests

  -   -   -   -   -   -   -   -   (13,827)  (13,827)

Issuance of common stock

  -   -   -   -   438   5   4,936   4,941   -   4,941 

Surrender of common stock

  -   -   -   -   (34)  (2)  (579)  (581)  -   (581)

Repurchase of common stock

  -   -   -   -   (334)  (2)  (6,001)  (6,003)  -   (6,003)

Exercise of common stock options

  -   -   -   -   444   4   6,533   6,537   -   6,537 

Acquisition of noncontrolling interests

  -   -   -   -   -   -   4,452   4,452   (23,637)  (19,185)

Amortization of equity awards

  -   -   -   -   -   -   12,840   12,840   -   12,840 

Balance, December 31, 2011

  (702,999)  (107,660)  954   954   406,938   4,069   5,492,022   4,686,386   193,757   4,880,143 
                                         

Contributions from noncontrolling interests

  -   -   -   -   -   -   -   -   1,384   1,384 
                                         

Comprehensive income:

                                        

Net income attributable to the Company

  266,073   -   -   -   -   -   -   266,073   14,202   280,275 

Other comprehensive income, net of tax:

                                        

Change in unrealized gain on marketable securities

  -   3,013   -   -   -   -   -   3,013   -   3,013 

Change in unrealized gain on interest rate swaps

  -   450   -   -   -   -   -   450   -   450 

Change in foreign currency translation adjustment

  -   38,015   -   -   -   -   -   38,015   5,500   43,515 
                                         

Redeemable noncontrolling interests

  -   -   -   -   -   -   -   -   (6,337)  (6,337)

Dividends ($0.78 per common share; $1.0344 per

                                        

Class F Depositary Share, $1.5016 per

                                        

Class G Depositary Share, $1.725 per

                                        

Class H Depositary Share, $1.1708 per

                                        

Class I Depositary Share, $0.5958 per

                                        

Class J Depositary Share, and $0.0938 per

                                        

Class K Depositary Share, respectively)

  (387,082)  -   -   -   -   -   -   (387,082)  -   (387,082)

Distributions to noncontrolling interests

  -   -   -   -   -   -   -   -   (15,328)  (15,328)

Issuance of common stock

  -   -   -   -   1,096   11   18,104   18,115   -   18,115 

Issuance of preferred stock

  -   -   32   32   -   -   774,125   774,157   -   774,157 

Surrender of common stock

  -   -   -   -   (111)  (1)  (2,072)  (2,073)  -   (2,073)

Repurchase of common stock

  -   -   -   -   (1,636)  (16)  (30,931)  (30,947)  -   (30,947)

Exercise of common stock options

  -   -   -   -   1,495   15   22,576   22,591   -   22,591 

Acquisition of noncontrolling interests

  -   -   -   -   -   -   (95)  (95)  (25,858)  (25,953)

Amortization of equity awards

  -   -   -   -   -   -   11,557   11,557   -   11,557 

Redemption of preferred stock

  -   -   (884)  (884)  -   -   (634,116)  (635,000)  -   (635,000)

Balance, December 31, 2012

  (824,008)  (66,182)  102   102   407,782   4,078   5,651,170   4,765,160   167,320   4,932,480 
                                         

Contributions from noncontrolling interests

  -   -   -   -   -   -   -   -   1,026   1,026 
                                         

Comprehensive income:

                                        

Net income attributable to the Company

  236,281   -   -   -   -   -   -   236,281   5,072   241,353 

Other comprehensive income, net of tax:

                                        

Change in unrealized gain on marketable securities

  -   6,773   -   -   -   -   -   6,773   -   6,773 

Change in foreign currency translation adjustment

  -   (5,573)  -   -   -   -   -   (5,573)  1,365   (4,208)
                                         

Redeemable noncontrolling interests

  -   -   -   -   -   -   -   -   (6,892)  (6,892)

Dividends ($0.855 per common share; $1.725 per

                                        

Class H Depositary Share, $1.5000 per

                                        

Class I Depositary Share, $1.3750 per

                                        

Class J Depositary Share and $1.40625 per

                                        

Class K Depositary Share, respectively)

  (408,331)  -   -   -   -   -   -   (408,331)  -   (408,331)

Distributions to noncontrolling interests

  -   -   -   -   -   -   -   -   (10,686)  (10,686)

Issuance of common stock

  -   -   -   -   560   5   9,208   9,213   -   9,213 

Surrender of restricted stock

  -   -   -   -   (247)  (2)  (3,889)  (3,891)  -   (3,891)

Exercise of common stock options

  -   -   -   -   1,636   16   30,193   30,209   -   30,209 

Acquisition of noncontrolling interests

  -   -   -   -   -   -   (8,894)  (8,894)  (20,096)  (28,990)

Amortization of equity awards

  -   -   -   -   -   -   11,470   11,470   -   11,470 

Balance, December 31, 2013

 $(996,058) $(64,982)  102  $102   409,731  $4,097  $5,689,258  $4,632,417  $137,109  $4,769,526 

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

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2013, 2012 and 2011

(in thousands)

  

Year Ended December 31,

 
  

2014

  

2013

  

2012

 
             

Cash flow from operating activities:

            

Net income

 $435,880  $241,353  $280,275 

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

            

Depreciation and amortization

  273,093   257,855   262,742 

Impairment charges

  217,858   190,218   59,569 

Equity award expense

  17,879   18,897   17,907 

Gain on sale of operating properties

  (203,889)  (51,529)  (94,369)

Equity in income of joint ventures, net

  (159,560)  (208,689)  (112,896)

Gain on change in control of interests, net

  (107,235)  (21,711)  (15,555)

Equity in income from other real estate investments, net

  (38,042)  (31,136)  (53,397)

Distributions from joint ventures and other real estate investments

  255,532   258,050   194,110 

Change in accounts and notes receivable

  (8,060)  7,213   2,940 

Change in accounts payable and accrued expenses

  (1,095)  10,166   (11,281)

Change in other operating assets and liabilities

  (53,018)  (100,652)  (50,991)

Net cash flow provided by operating activities

  629,343   570,035   479,054 
             

Cash flow from investing activities:

            

Acquisition of operating real estate

  (384,828)  (354,287)  (442,541)

Improvements to operating real estate

  (131,795)  (107,277)  (109,928)

Acquisition of real estate under development

  (65,724)  -   - 

Improvements to real estate under development

  (418)  (591)  (2,487)

Investment in marketable securities

  (11,445)  (33,588)  - 

Proceeds from sale/repayments of marketable securities

  3,780   26,406   156 

Investments and advances to real estate joint ventures

  (93,845)  (296,550)  (219,885)

Reimbursements of investments and advances to real estate joint ventures

  222,590   440,161   187,856 

Investment in other real estate investments

  (4,338)  (23,566)  (5,638)

Reimbursements of investments and advances to other real estate investments

  16,312   30,151   33,720 

Investment in mortgage loans receivable

  (50,000)  (11,469)  (16,021)

Collection of mortgage loans receivable

  8,302   29,192   63,600 

Investment in other investments

  -   (21,366)  (924)

Reimbursements of other investments

  -   9,175   11,553 

Proceeds from sale of operating properties

  612,748   385,844   449,539 

Proceeds from sale of development properties

  5,366   -   - 

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

  126,705   72,235   (51,000)
             

Cash flow from financing activities:

            

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

  (327,963)  (256,346)  (284,815)

Principal payments on rental property debt

  (22,841)  (23,804)  (23,130)

Principal payments on construction loan financings

  -   -   (2,177)

Proceeds from mortgage/construction loan financings

  15,700   35,974   14,776 

(Repayments)/Proceeds under unsecured revolving credit facility, net

  (94,354)  (57,775)  8,559 

Proceeds from issuance of unsecured term loan/notes

  500,000   621,562   400,000 

Repayments under unsecured term loan/notes

  (370,842)  (546,717)  (215,900)

Financing origination costs

  (11,911)  (8,041)  (2,138)

Redemption of noncontrolling interests

  (1,284)  (30,086)  (42,315)

Dividends paid

  (427,873)  (400,354)  (382,722)

Proceeds from issuance of stock

  23,874   30,210   796,748 

Redemption of preferred stock

  -   -   (635,000)

Repurchase of common stock

  -   -   (30,947)

Net cash flow used for financing activities

  (717,494)  (635,377)  (399,061)
             

Change in cash and cash equivalents

  38,554   6,893   28,993 
             

Cash and cash equivalents, beginning of year

  148,768   141,875   112,882 

Cash and cash equivalents, end of year

 $187,322  $148,768  $141,875 
             

Interest paid during the year (net of capitalized interest of $2,383, $1,263, $1,538, respectively)

 $207,632  $216,258  $226,775 
             

Income taxes paid during the year

 $23,292  $33,838  $2,122 

 

  

Year Ended December 31,

 
  

2013

  

2012

  

2011

 
             

Cash flow from operating activities:

            

Net income

 $241,353  $280,275  $182,090 

Adjustments to reconcile net income to net cash providedby operating activities:

            

Depreciation and amortization

  257,855   262,742   251,139 

Impairment charges

  190,218   59,569   32,763 

Gain on sale of development properties

  -   -   (12,074)

Gain on sale of operating properties

  (51,529)  (94,369)  (17,435)

Equity in income of joint ventures, net

  (208,689)  (112,896)  (63,467)

Gain on change in control of interests, net

  (21,711)  (15,555)  (569)

Equity in income from other real estate investments, net

  (31,136)  (53,397)  (51,813)

Distributions from joint ventures and other real estate investments

  258,050   194,110   163,048 

Change in accounts and notes receivable

  7,213   2,940   (19,271)

Change in accounts payable and accrued expenses

  10,166   (11,281)  (8,082)

Change in other operating assets and liabilities

  (81,755)  (33,084)  (7,716)

Net cash flow provided by operating activities

  570,035   479,054   448,613 
             

Cash flow from investing activities:

            

Acquisition of operating real estate

  (354,287)  (442,541)  (268,282)

Improvements to operating real estate

  (107,277)  (109,928)  (75,017)

Improvements to real estate under development

  (591)  (2,487)  (37,896)

Investment in marketable securities

  (33,588)  -   - 

Proceeds from sale/repayments of marketable securities

  26,406   156   188,003 

Investments and advances to real estate joint ventures

  (296,550)  (219,885)  (171,695)

Reimbursements of investments and advances to real estate joint ventures

  440,161   187,856   63,529 

Investment in other real estate investments

  (23,566)  (5,638)  (6,958)

Reimbursements of investments and advances to other real estate investments

  30,151   33,720   68,881 

Investment in mortgage loans receivable

  (11,469)  (16,021)  - 

Collection of mortgage loans receivable

  29,192   63,600   19,148 

Investment in other investments

  (21,366)  (924)  (730)

Reimbursements of other investments

  9,175   11,553   20,116 

Proceeds from sale of operating properties

  385,844   449,539   135,646 

Proceeds from sale of development properties

  -   -   44,495 

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

  72,235   (51,000)  (20,760)
             

Cash flow from financing activities:

            

Principal payments on debt, excludingnormal amortization of rental property debt

  (256,346)  (284,815)  (62,470)

Principal payments on rental property debt

  (23,804)  (23,130)  (22,720)

Principal payments on construction loan financings

  -   (2,177)  (3,428)

Proceeds from mortgage/construction loan financings

  35,974   14,776   20,346 

(Repayments)/Proceeds under unsecured revolving credit facility, net

  (57,775)  8,559   112,137 

Proceeds from issuance of unsecured term loan/notes

  621,562   400,000   - 

Repayments under unsecured term loan/notes

  (546,717)  (215,900)  (92,600)

Financing origination costs

  (8,041)  (2,138)  (11,478)

Redemption of noncontrolling interests

  (30,086)  (42,315)  (26,682)

Dividends paid

  (400,354)  (382,722)  (353,764)

Proceeds from issuance of stock

  30,210   796,748   6,537 

Redemption of preferred stock

  -   (635,000)  - 

Repurchase of common stock

  -   (30,947)  (6,003)

Net cash flow used for financing activities

  (635,377)  (399,061)  (440,125)
             

Change in cash and cash equivalents

  6,893   28,993   (12,272)
             

Cash and cash equivalents, beginning of year

  141,875   112,882   125,154 

Cash and cash equivalents, end of year

 $148,768  $141,875  $112,882 
             

Interest paid during the year (net of capitalized interestof $1,263, $1,538 and $7,086, respectively)

 $216,258  $226,775  $220,270 
             

Income taxes paid during the year

 $33,838  $2,122  $2,606 

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

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

 

1.    Summary of Significant Accounting Policies:

 

Business

 

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

 

Additionally, in connection with the Tax Relief Extension Act of 1999 (the "RMA"), which became effective January 1, 2001, the Company is permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust ("REIT"), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Internal Revenue Code, as amended (the "Code"), subject to certain limitations. As such, the Company, through its wholly-owned taxable REIT subsidiaries (“TRS”), has been engaged in various retail real estate related opportunities including (i) ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion and (ii) retail real estate management and disposition services which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers. The Company may consider other investments through its TRS should suitable opportunities arise.

 

The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property and a large tenant base. At December 31, 2013,2014, the Company's single largest neighborhood and community shopping center accounted for only 1.7%1.8% of the Company's annualized base rental revenues and only 1.3%1.4% of the Company’s total shopping center gross leasable area ("GLA"), including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest. At December 31, 2013,2014, the Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, Kohl’s and Bed Bath & Beyond and Kohl’s which represented 3.0%3.3%, 2.8%2.4%, 2.3%1.8%, 1.8% and 1.7%1.8%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

 

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

 

Principles of Consolidation and Estimates

 

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

 

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

 

 

 

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.statements (see Footnote 7, 8, 12, 19 and 26 of the Notes to Consolidated Financial Statements).

 

Real Estate

 

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

 

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

 

In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based on current market demand. The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off.

 

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

 

Buildings and building improvements

 

15 to 50 years

Fixtures, leasehold and tenant improvements (including certain identified intangible assets)

 

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 or extend the life of the asset, are capitalized. The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.

 

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


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

On a continuous basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period 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 lifehold period 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.

 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Real Estate Under Development

 

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

 

Investments in Unconsolidated Joint Ventures

 

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

 

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

 

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

 

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

 

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

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Other Real Estate Investments

 

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

 

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

 

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

 

Mortgages and Other Financing Receivables

 

Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Borrowers of these loans are primarily experienced owners, operators or developers of commercial real estate. The Company’s loans are primarily mortgage loans that are collateralized by real estate. Loan receivables are recorded at stated principal amounts, net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable. The Company defers certain loan origination and commitment fees, net of certain origination costs and amortizes them as an adjustment of the loan’s yield over the term of the related loan. The Company reviews on a quarterly basis credit quality indicators such as (i) payment status to identify performing versus non-performing loans, (ii) changes affecting the underlying real estate collateral and (iii) national and regional economic factors.

 

Interest income on performing loans is accrued as earned. A non-performing loan is placed on non-accrual status when it is probable that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or more past due are placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and interest. Upon the designation of non-accrual status, all unpaid accrued interest is reserved and charged against through current income. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on non-performing loans on an accrual basis is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.

 

The Company has determined that it has one portfolio segment, primarily represented by loans collateralized by real estate, whereby it determines, as needed, reserves for loan losses on an asset-specific basis. The reserve for loan losses reflects management's estimate of loan losses as of the balance sheet date. The reserve is increased through loan loss expense and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased.

 

The Company considers a loan to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due under the existing contractual terms. A reserve allowance is established for an impaired loan when the estimated fair value of the underlying collateral (for collateralized loans) or the present value of expected future cash flows is lower than the carrying value of the loan. An internal valuation is performed generally using the income approach to estimate the fair value of the collateral at the time a loan is determined to be impaired. The model is updated if circumstances indicate a significant change in value has occurred. The Company does not provide for an additional allowance for loan losses based on the grouping of loans as the Company believes the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for impairment purposes.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Cash and Cash Equivalents

 

Cash and cash equivalents (demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less). Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured. Recoverability of investments is dependent upon the performance of the issuers.

 

Marketable Securities

 

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

 

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

 

On a continuous basis, management assesses whether there are any indicators that the value of the Company’s marketable securities may be impaired, which includes reviewing the underlying cause of any decline in value and the estimated recovery period, as well as the severity and duration of the decline. In the Company’s evaluation, the Company considers its ability and intent to hold these investments for a reasonable period of time sufficient for the Company to recover its cost basis. A marketable security is impaired if the fair value of the security is less than the carrying value of the security and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the security over the estimated fair value in the security.

 

Deferred Leasing and Financing Costs

 

Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related leases or debt agreements, as applicable. Such capitalized costs include salaries, lease incentives and related costs of personnel directly involved in successful leasing efforts.

 

Software Development Costs

 

Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-line basis generally over a 3 to 5 year period. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred.  As of December 31, 20132014 and 2012,2013, the Company had unamortized software development costs of $28.2$24.0 million and $26.8$28.2 million, respectively, which is included in Other assets on the Company’s Consolidated Balance Sheets.  The Company incurredexpensed $9.2 million, $7.6 million $5.5 million and $3.1$5.5 million in amortization of software development costs during the years ended December 31, 2014, 2013 2012 and 2011,2012, respectively.

 

Revenue Recognition and Accounts Receivable

 

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

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

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

 

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

 

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

 

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

Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $10.4 million and $10.8 million of billed accounts receivable at December 31, 2014 and 2013, respectively. Additionally, Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $22.9 million and $23.4 million of straight-line rent receivable at December 31, 2014 and 2013, respectively.

 

Income Taxes

 

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

 

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

 

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

 

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

 

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

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Foreign Currency Translation and Transactions

 

Assets and liabilities of the Company’s foreign operations are translated using year-end exchange rates, and revenues and expenses are translated using exchange rates as determined throughout the year. Gains or losses resulting from translation are included in AOCI, as a separate component of the Company’s stockholders’ equity. Gains or losses resulting from foreign currency transactions are translated to local currency at the rates of exchange prevailing at the dates of the transactions. The effect of the transactions gain or loss is included in the caption Other expense, net in the Consolidated Statements of Income. The Company is required to release cumulative translation adjustment (“CTA”) balances into earnings when the Company has substantially liquidated its investment in a foreign entity.

 

Derivative/Financial Instruments

 

The Company is exposed to certain riskrisks 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.

 

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

 

The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During 2014, 2013 2012 and 2011,2012, the Company had no hedge ineffectiveness.

 

Noncontrolling Interests

 

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

 

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

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

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

 

Earnings Per Share

 

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

 

  

For the year ended December 31,

 
  

2013

  

2012

  

2011

 

Computation of Basic Earnings Per Share:

            

Income from continuing operations

 $261,683  $210,073  $141,416 

Gain on sale of operating properties, net of tax

  1,432   4,299   108 

Net income attributable to noncontrolling interests

  (5,072)  (14,202)  (13,039)

Discontinued operations attributable to noncontrolling interests

  (8,301)  3,133   2,799 

Preferred stock redemption costs

  -   (21,703)  - 

Preferred stock dividends

  (58,294)  (71,697)  (59,363)

Income from continuing operations available to the commonShareholders

  191,448   109,903   71,921 

Earnings attributable to unvested restricted shares

  (1,360)  (1,221)  (608)

Income from continuing operations attributable to commonShareholders

  190,088   108,682   71,313 

(Loss)/income from discontinued operations attributable to theCompany

  (13,461)  62,770   37,767 

Net income attributable to the Company’s common shareholdersfor basic earnings per share

 $176,627  $171,452  $109,080 
             

Weighted average common shares outstanding

  407,631   405,997   406,530 
             

Basic Earnings Per Share Attributable to the Company’s Common Shareholders:

         

Income from continuing operations

 $0.47  $0.27  $0.18 

(Loss)/income from discontinued operations

  (0.04)  0.15   0.09 

Net income

 $0.43  $0.42  $0.27 

Computation of Diluted Earnings Per Share:

            

Income from continuing operations attributable to commonshareholders

 $190,088  $108,682  $71,313 

(Loss)/income from discontinued operations attributable to theCompany

  (13,461)  62,770   37,767 

Net income attributable to the Company’s common shareholdersfor diluted earnings per share

 $176,627  $171,452  $109,080 
             

Weighted average common shares outstanding – basic

  407,631   405,997   406,530 
Effect of dilutive securities(a):            

Equity awards

  983   692   1,139 

Shares for diluted earnings per common share

  408,614   406,689   407,669 
             

Diluted Earnings Per Share Attributable to theCompany’s Common Shareholders:

            

Income from continuing operations

 $0.47  $0.27  $0.18 

(Loss)/income from discontinued operations

  (0.04)  0.15   0.09 

Net income

 $0.43  $0.42  $0.27 

  

For the year ended December 31,

 
  

2014

  

2013

  

2012

 

Computation of Basic Earnings Per Share:

            

Income from continuing operations

 $384,506  $288,454  $178,002 

Gain on sale of operating properties, net of tax

  389   1,432   4,299 

Net income attributable to noncontrolling interests

  (11,879)  (5,072)  (14,202)

Discontinued operations attributable to noncontrolling interests

  2,117   (7,930)  4,661 

Preferred stock redemption costs

  -   -   (21,703)

Preferred stock dividends

  (58,294)  (58,294)  (71,697)

Income from continuing operations available to the commonshareholders

  316,839   218,590   79,360 

Earnings attributable to unvested restricted shares

  (1,749)  (1,360)  (1,221)

Income from continuing operations attributable to commonshareholders

  315,090   217,230   78,139 

Income/(loss) from discontinued operations attributable to theCompany

  48,868   (40,603)  93,313 

Net income attributable to the Company’s common shareholdersfor basic earnings per share

 $363,958  $176,627  $171,452 

Weighted average common shares outstanding

  409,088   407,631   405,997 
             

Basic Earnings Per Share Attributable to the Company’s Common Shareholders:

         

Income from continuing operations

 $0.77  $0.53  $0.19 

Income(loss) from discontinued operations

  0.12   (0.10)  0.23 

Net income

 $0.89  $0.43  $0.42 
             

Computation of Diluted Earnings Per Share:

            

Income from continuing operations attributable to commonShareholders

 $315,090  $217,230  $78,139 

Income/(loss) from discontinued operations attributable to theCompany

  48,868   (40,603)  93,313 

Net income attributable to the Company’s common shareholdersfor diluted earnings per share

 $363,958  $176,627  $171,452 

Weighted average common shares outstanding – basic

  409,088   407,631   405,997 
Effect of dilutive securities(a):            

Equity awards

  1,950   983   692 

Shares for diluted earnings per common share

  411,038   408,614   406,689 

Diluted Earnings Per Share Attributable to theCompany’s Common Shareholders:

            

Income from continuing operations

 $0.77  $0.53  $0.19 

Income/(loss) from discontinued operations

  0.12   (0.10)  0.23 

Net income

 $0.89  $0.43  $0.42 

 

(a)    The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 7,137,120, 10,950,388 11,159,160 and 13,304,016,11,159,160, stock options that were not dilutive as of December 31, 2014, 2013 2012 and 2011,2012, respectively.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings.

 

Stock Compensation

 

The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the “Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”). The Prior Plan provides for a maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options and restricted stock grants. The 2010 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options, restricted stock, performance awards and other awards, plus the number of shares of common stock which are or become available for issuance under the Prior Plan and which are not thereafter issued under the Prior Plan, subject to certain conditions. Unless otherwise determined by the Board of Directors at its sole discretion, options granted under the Plans generally vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the market price on the date of grant. Restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii) ratably over three or four years, (iii) over three years at 50% after two years and 50% after the third year or (iv) over ten years at 20% per year commencing after the fifth year. Performance share awards provide a potential to receive shares of restricted stock based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors. In addition, the Plans provide for the granting of certain options and restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.

 

The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees, be recognized in the Statement of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date (see Footnote 20 for additional disclosure on the assumptions and methodology).

 

New Accounting Pronouncements

 

In July 2013,August 2014, the FASB releasedissued ASU 2013-11, Income Taxes (Topic 740):2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Unrecognized Tax Benefit WhenEntity’s Ability to Continue as a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)Going Concern (“ASU 2013-11”2014-15”). This update, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presentedraise substantial doubt about the entity’s ability to continue as a reduction of a deferred tax assetgoing concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. If an applicable deferred tax assetannual periods ending after December 15, 2016 and interim periods thereafter, early adoption is not available or a companypermitted. The Company does not expect the adoption of ASU 2014-15 will have a material effect on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use the applicable deferred tax asset, the unrecognized tax benefit should be presented aseither a liability in the financial statements and should not be combined with an unrelated deferred tax asset. The amendments infull retrospective or a modified retrospective approach. ASU 2013-11 are2014-09 is effective for fiscal years, andthe first interim periodsperiod within those years,annual reporting periods beginning after December 15, 2013, with2016, and early adoption is not permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist atCompany is currently in the effective date, however retrospective application is permitted.The Company early adopted, on a prospective basis, ASU 2013-11 during 2013. Theprocess of evaluating the impact the adoption of this ASU did not2014-09 will have a material impact on the Company’s financial position or results of operations (see Footnote 21).operations.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Additionally, during July 2013,In April 2014, the FASB releasedissued ASU 2013-10, Derivatives2014-08, Presentation of Financial Statements (Topic 205) and HedgingProperty, Plant, and Equipment (Topic 815)360): InclusionReporting Discontinued Operations and Disclosures of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting PurposesDisposals of Components of an Entity (“ASU 2013-10”2014-08”). The update permitsamendments in ASU 2014-08 change the Fed Funds Effective Swap Rate (“OIS”) tocriteria for determining which disposals can be usedpresented as a U.S. benchmark interest rate for hedge accounting purposes. In addition, thediscontinued operations and modifies related disclosure requirements. The amendments remove the restriction on using different benchmark rates for similar hedges. The provisions ofin ASU 2013-102014-08 are effective prospectively for qualifyingfiscal years beginning after December 15, 2014. Early adoption is permitted. The Company will adopt ASU 2014-08 beginning in its fiscal year 2015 and appropriately apply the guidance to prospective disposals of its shopping center properties. The Company believes that a significant portion of its shopping center disposals in the ordinary course of business will not qualify for discontinued operations presentation under this new or redesignated hedging relationships entered into on or after July 17, 2013.The adoption of ASU 2013-10 did not have a material impact on the Company’s financial position or results of operations.standard.

 

In February 2013, the FASB issued new guidance regarding liabilities, Accounting Standards Update ("ASU")ASU 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”), effective retrospectively for fiscal years beginning after December 15, 2013 and interim periods within those years. The amendments require an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. In addition, the amendments require an entity to disclose the nature and amount of the obligation, as well as other information about the obligations. The adoption of ASU 2013-04 isdid not expected to have a material impact on the Company’s financial position or results of operations.

 

In January 2013, the FASB released ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This guidance is the culmination of the board’s redeliberation on reporting reclassification adjustments from accumulated other comprehensive income. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., the release due to cash flow hedges from interest rate contracts) and the income statement line items affected by the reclassification (e.g., interest income or interest expense). If a component is not required to be reclassified to net income in its entirety (e.g., the net periodic pension cost), companies would instead cross reference to the related footnote for additional information (e.g., the pension footnote). The new requirements will take effect for public companies in interim and annual reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company’s financial statement presentation or disclosures.

In December 2011, the FASB released ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 requires companies to provide new disclosures about offsetting and related arrangements for financial instruments and derivatives. The provisions of ASU 2011-11 are effective for annual reporting periods beginning on or after January 1, 2013, and are required to be applied retrospectively. The adoption of ASU 2011-11 did not have a material impact on the Company’s financial statement presentation.

Reclassifications

The Company made certain immaterial reclassifications to the Company’s Consolidated Balance Sheets as of December 31, 2012, to conform to the current year presentation.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

2.   Real Estate:

 

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

 

  

December 31,

 
  

2014

  

2013

 

Land

 $2,291,338  $1,989,830 

Undeveloped land

  74,462   82,269 

Buildings and improvements:

        

Buildings

  4,909,152   4,572,740 

Building improvements

  1,349,028   1,168,959 

Tenant improvements

  658,868   725,570 

Fixtures and leasehold improvements

  61,122   61,015 

Other rental property (1)

  541,925   425,143 
   9,885,895   9,025,526 

Accumulated depreciation and amortization

  (1,955,406)  (1,878,681)

Total

 $7,930,489  $7,146,845 

  

December 31,

 
  

2013

  

2012

 

Land

 $1,989,830  $1,927,800 

Undeveloped land

  82,269   96,500 

Buildings and improvements:

        

Buildings

  4,572,740   4,607,931 

Building improvements

  1,168,959   1,091,810 

Tenant improvements

  725,570   708,626 

Fixtures and leasehold improvements

  61,015   59,690 

Other rental property (1)

  425,143   357,667 
   9,025,526   8,850,024 

Accumulated depreciation and amortization

  (1,878,681)  (1,745,462)

Total

 $7,146,845  $7,104,562 

 

(1)  At December 31, 20132014 and 2012,2013, Other rental property (net of accumulated amortization of $252.8 million$290,748 and $212.9 million,$252,810, respectively), consisted of intangible assets including (i) $290,838$399,293 and $237,166,$290,838, respectively, of in-place leases, (ii) $21,326$20,858 and $21,335,$21,326, respectively, of tenant relationships, and (iii) $112,979$121,774 and $99,166,$112,979, respectively, of above-market leases.

 

In addition, at December 31, 20132014 and 2012,2013, the Company had intangible liabilities relating to below-market leases from property acquisitions of $181.5$255.4 million and $167.2$181.5 million, respectively, net of accumulated amortization of $155.7$169.8 million and $138.3$155.7 million, respectively. These amounts are included in the caption Other liabilities inon the Company’s Consolidated Balance Sheets.  

 

The Company’s amortization associated with the above and below market leases for the years ended December 31, 2014, 2013, and 2012, and 2011 wereresulted in net increases to revenue of $11.9$13.5 million, $14.9$11.5 million and $12.0$14.4 million, respectively. The estimated net amortization associated with the Company’s above and below market leases for the next five years are as follows (in millions): 2014, $10.5; 2015, $10.8;$13.7; 2016, $11.0;$14.2; 2017, $9.7$13.0; 2018, $9.8 and 2018, $7.4.2019, $9.9.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company’s amortization expense associated with leases in place and tenant relationships for the years ended December 31, 2014, 2013 and 2012 and 2011 was $33.2$41.2 million, $30.1$31.1 million and $26.9$28.1 million, respectively. The estimated net amortization associated with the Company’s these intangible assets forleases in place and tenant relationships over the next five years areis as follows (in millions): 2014, $18.6; 2015, $15.3;$33.9; 2016, $12.4;$26.7; 2017, $10.1$20.6; 2018, $15.7 and 2018, $8.2.2019, $12.2.

 

3.   Property Acquisitions, Developments and Other Investments:

 

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

 

Acquisition of Operating Properties –

During the year ended December 31, 2014, the Company acquired the following properties, in separate transactions (in thousands):

    

Purchase Price

 

Property Name

Location

Month

Acquired

 

Cash*

  

Debt
Assumed

  

Other

  

Total

  

GLA**

 

North Valley Leasehold

Peoria, AZ

Jan-14

 $3,000  $-  $-  $3,000   - 

LaSalle Properties (3 properties)

Various (1)

Jan-14

  62,239   23,269   7,642   93,150   316 

Harrisburg Land Parcel

Harrisburg, PA

Jan-14

  2,550   -   -   2,550   - 

Crossroads Plaza

Cary, NC

Feb-14

  18,691   72,309   -   91,000   489 

Quail Corners

Charlotte, NC (2)

Mar-14

  9,398   17,409   4,943   31,750   110 

KIF 1 Portfolio (12 properties)

Various (3)

Apr-14

  128,699   157,010   122,291   408,000   1,589 

Fountain at Arbor Lakes (2 Parcels)

Maple Grove, MN

Apr-14

  900   -   -   900   - 

Boston Portfolio (24 properties)

Various

Apr-14

  149,486   120,514   -   270,000   1,426 

Vinnin Square

Swampscott, MA

May-14

  2,550   -   -   2,550   6 

SEB Portfolio (10 properties)

Various (4)

Jul-14

  69,261   193,600   12,911   275,772   1,415 

Highlands Ranch Parcel

Highlands Ranch, CO

Sep-14

  3,800   -   -   3,800   10 

BIG Portfolios (7 properties)

Various (5)

Oct-14

  -   118,439   76,511   194,950   1,148 

Springfield S.C.

Springfield, MO

Nov-14

  8,800   -   -   8,800   210 

North Quincy Plaza

Quincy, MA (6)

Dec-14

  20,470   -   2,530   23,000   81 

Belmart Plaza

West Palm Beach, FL (7)

Dec-14

  3,208   -   2,807   6,015   77 

Braelinn Village

Peachtree City, GA

Dec-14

  27,000   -   -   27,000   227 
    $510,052  $702,550  $229,635  $1,442,237   7,104 

* Includes 1031 sales proceeds of $126.8 million

** Gross leasable area ("GLA")

(1) 

The Company acquired three properties from a joint venture in which the Company had an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $3.7 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.

(2) The Company acquired a 65.4% controlling ownership interest in this property and the seller retained a 34.6% noncontrolling interest in the property. The partner has the ability to put its partnership interest to the Company. As such, the Company has recorded the partners’ share of the property’s fair value of $4.9 million as Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.
(3) The Company acquired from its partners the remaining ownership interest in a joint venture which holds 12 encumbered properties for which the Company had a 39.1% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $65.6 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other. Subsequently, the Company repaid $128.4 million in debt encumbering ten of the properties. Additionally, during June 2014, the Company sold one of the properties to a third party, which approximated its carrying value.
(4) The Company acquired from its partner the remaining ownership interest in 10 properties that were held in a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $14.4 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.
(5) The Company and their joint venture partner BIG divided 15 of the 21 properties in the BIG Shopping Centers venture with the Company receiving a 99% ownership interest in seven operating properties and BIG receiving a 99% ownership interest in eight operating properties. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $19.5 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other. Additionally, during December 2014, the Company sold one of the properties to a third party, which approximated its carrying value.
(6) The Company acquired from its partners the remaining ownership interest in this property that was held in a joint venture in which the Company had an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $2.2 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.  
(7) The Company increased its ownership interest to 74.8% in this property that was held in a joint venture in which the Company had a 21.5% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $1.7 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

During the year ended December 31, 2013, the Company acquired the following properties, in separate transactions (in thousands):

 

    

Purchase Price

 

Property Name

Location

Month

Acquired

 

Cash

  

Debt Assumed

  

Other

  

Total

  

GLA

 

Santee Trolley Square

Santee, CA(1)

Jan-13

 $26,863  $48,456  $22,681  $98,000   311 

Shops at Kildeer

Kildeer, IL(2)

Jan-13

  -   32,724   -   32,724   168 

Village Commons S.C.

Tallahassee, FL

Jan-13

  7,100   -   -   7,100   125 

Putty Hill Plaza

Baltimore, MD(3)

Jan-13

  4,592   9,115   489   14,196   91 

Columbia Crossing II S.C.

Columbia, MD

Jan-13

  21,800   -   -   21,800   101 

Roseville Plaza Outparcel

Roseville, MN

Jan-13

  5,143   -   -   5,143   80 

Wilton River Park

Wilton, CT(4)

Mar-13

  777   36,000   5,223   42,000   187 

Canyon Square

Santa Clarita, CA(5)

Apr-13

  1,950   13,800   -   15,750   97 

JTS Portfolio (7 properties)

Baton Rouge, LA(6)

Apr-13

  -   43,267   11,733   55,000   520 

Factoria Mall

Bellevue, WA(7)

May-13

  37,283   56,000   37,467   130,750   510 

6 Outparcels

Various

Jun-13

  13,053   -   -   13,053   97 

Highlands Ranch II

Highlands Ranch, CO

July-13

  14,600   -   -   14,600   44 

Elmsford

Elmsford, NY

Aug-13

  23,000   -   -   23,000   143 

Northridge

Arvada, CO

Oct-13

  8,239   11,511   -   19,750   146 

Five Forks Crossing

Liburn, GA

Oct-13

  9,825   -   -   9,825   74 

Greenwood S.C. Outparcel

Greenwood, IN

Oct-13

  4,067   -   -   4,067   30 

Clark Portfolio (4 properties)

Clark, NJ

Nov-13

  35,553   -   -   35,553   189 

Winn Dixie Portfolio (6 properties)

Louisiana & Florida

Dec-13

  43,506   -   -   43,506   392 

Tomball S.C.

Houston, TX

Dec-13

  35,327   -   -   35,327   149 

Atascocita S.C.

Humble, TX

Dec-13

  38,250   28,250   -   66,500   317 

Lawrenceville

Lawrenceville, GA

Dec-13

  36,824   -   -   36,824   286 
    $367,752  $279,123  $77,593  $724,468   4,057 

    

Purchase Price

 

Property Name

Location

Month

Acquired

 

Cash

  

Debt Assumed

  

Other

  

Total

  

GLA*

 
                  

Santee Trolley Square (1)

Santee, CA

Jan-13

 $26,863  $48,456  $22,681  $98,000   311 

Shops at Kildeer (2)

Kildeer, IL

Jan-13

  -   32,724   -   32,724   168 

Village Commons S.C.

Tallahassee, FL

Jan-13

  7,100   -   -   7,100   125 

Putty Hill Plaza (3)

Baltimore, MD

Jan-13

  4,592   9,115   489   14,196   91 

Columbia Crossing II S.C.

Columbia, MD

Jan-13

  21,800   -   -   21,800   101 

Roseville Plaza Outparcel

Roseville, MN

Jan-13

  5,143   -   -   5,143   80 

Wilton River Park (4)

Wilton, CT

Mar-13

  777   36,000   5,223   42,000   187 

Canyon Square (5)

Santa Clarita, CA

Apr-13

  1,950   13,800   -   15,750   97 

JTS Portfolio (7 properties) (6)

Baton Rouge, LA

Apr-13

  -   43,267   11,733   55,000   520 

Factoria Mall (7)

Bellevue, WA

May-13

  37,283   56,000   37,467   130,750   510 

6 Outparcels

Various

Jun-13

  13,053   -   -   13,053   97 

Highlands Ranch II

Highlands Ranch, CO

July-13

  14,600   -   -   14,600   44 

Elmsford

Elmsford, NY

Aug-13

  23,000   -   -   23,000   143 

Northridge

Arvada, CO

Oct-13

  8,239   11,511   -   19,750   146 

Five Forks Crossing

Liburn, GA

Oct-13

  9,825   -   -   9,825   74 

Greenwood S.C. Outparcel

Greenwood, IN

Oct-13

  4,067   -   -   4,067   30 

Clark Portfolio (4 properties)

Clark, NJ

Nov-13

  35,553   -   -   35,553   189 

Winn Dixie Portfolio (6 properties)

Louisiana & Florida

Dec-13

  43,506   -   -   43,506   392 

Tomball S.C.

Houston, TX

Dec-13

  35,327   -   -   35,327   149 

Atascocita S.C.

Humble, TX

Dec-13

  38,250   28,250   -   66,500   317 

Lawrenceville

Lawrenceville, GA

Dec-13

  36,824   -   -   36,824   286 
    $367,752  $279,123  $77,593  $724,468   4,057 

* Gross leasable area ("GLA")

(1)

(1)   This property was acquired from a joint venture in which the Company had a 45% noncontrolling interest.  The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $22.7 million, before income tax, from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.

(2)

This property was acquired from a joint venture in which the Company had a 19% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized.

(3)The Company acquired the remaining 80% interest in an operating property from an unconsolidated joint venture in which the Company had a 20% noncontrolling interest.  The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $0.5 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.

(4)The acquisition of this property included the issuance of $5.2 million of redeemable units, which are redeemable at the option of the holder after one year and earn a yield of 6% per annum, which is included in the purchase price above in Other. In connection with this transaction, the Company provided the sellers a $5.2 million loan at a rate of 6.5%, which is secured by the redeemable units.

(5)This property was acquired from a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized.

(6)The Company acquired the remaining interest in a portfolio of office properties from a preferred equity investment in which the Company held a noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a change in control loss of $9.6 million from the fair value adjustment associated with the Company’s original ownership, which is reflected in the purchase price above in Other. The debt assumed in connection with this transaction of $43.3 million was repaid in April 2013 and the properties within the portfolio were later sold during October and November 2013.

(7)The Company acquired an additional 49% interest in this operating property from an unconsolidated joint venture in which the Company had a 50% noncontrolling interest. As such the Company now consolidates this investment. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $8.2 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

During the year ended December 31, 2012, the Company acquired the following properties, in separate transactions (in thousands):

    

Purchase Price

     

Property Name

Location

Month Acquired

 

Cash

  

Debt Assumed

  

Total

  

GLA*

 

Woodbridge S.C.

Sugarland, TX

Jan-12

 $9,000  $-  $9,000   97 

Bell Camino Center

Sun City, AZ

Jan-12

  4,185   4,210   8,395   63 

31 parcels (2)

Various

Jan-12

  30,753   -   30,753   83 

1 parcel (3)

Duncan, SC

Jan-12

  1,048   -   1,048   3 

Olympia West Outparcel

Olympia, WA

Feb-12

  1,200   -   1,200   6 

Frontier Village (1)

Lake Stevens, WA

Mar-12

  12,231   30,900   43,131   195 

Silverdale S.C. (1)

Silverdale, WA

Mar-12

  8,335   24,000   32,335   170 

30 parcels (2)

Various

Mar-12

  39,493   -   39,493   107 

1 parcel (3)

Peru, IL

Mar-12

  995   -   995   4 

Towson Place (4)

Towson, MD

Apr-12

  69,375   57,625   127,000   680 

Prien Lake Outparcel

Lake Charles, LA

May-12

  1,800   -   1,800   8 

Devon Village

Devon, PA

Jun-12

  28,550   -   28,550   79 

4 Properties

Various, NC

Jun-12

  63,750   -   63,750   368 

Lake Jackson (5)

Lake Jackson, TX

Jul-12

  5,500   -   5,500   35 

Woodlawn S.C.

Charlotte, NC

Jul-12

  7,050   -   7,050   137 

Columbia Crossing - 2 Outparcels

Columbia, MD

Jul-12

  11,060   -   11,060   69 

Pompano Beach (6)

Pompano Beach, FL

Jul-12

  12,180   -   12,180   81 

6 Parcels (2)

Various

Jul-12

  8,111   -   8,111   19 

Wilton S.C.

Wilton, CT

Aug-12

  18,800   20,900   39,700   96 

Hawthorne Hills S. C.

Vernon Hills, IL

Aug-12

  15,974   21,563   37,537   193 

Greeley Shopping Center (7)

Greeley, CO

Oct-12

  23,250   -   23,250   139 

Savi Ranch Center Phase II

Yorba Linda, CA

Oct-12

  34,500   -   34,500   161 

Wild Lake Plaza Outparcel

Columbia, MD

Nov-12

  300   -   300   75 

City Heights Retail Village

San Francisco, CA

Nov-12

  15,600   20,000   35,600   109 

Snowden Square (8)

Columbia, MD

Dec-12

  6,182   -   6,182   50 

“Key Food” Portfolio (5 properties)

Various, NY

Dec-12

  26,058   -   26,058   59 
  

Total

 $455,280  $179,198  $634,478   3,086 

* Gross leasable area ("GLA")

(1)   These properties were acquired from a joint venture in which the Company has a 15% noncontrolling interest.  The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as such recognized an aggregate gain of $2.0 million from the fair value adjustment associated with its original ownership due to a change in control.

(2)  Acquired an aggregate of 67 parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 99.1% controlling interest. During July 2012, the Company purchased the remaining 0.9% interest for $0.7 million.

(3)  Acquired an aggregate of two parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 92.0% controlling interest. During July 2012, the Company sold 4% of its interest for $0.1 million. The Company continues to have a controlling interest in the joint venture and therefore continues to consolidate this investment.

(4)  This property was acquired from a joint venture in which the Company had a 30% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $12.1 million from the fair value adjustment associated with its original ownership due to a change in control. In addition, the Company recognized promote income of $1.1 million in connection with this transaction. The promote income is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income. Additionally, the debt assumed in connection with this transaction of $57.6 million was repaid in May 2012.

(5)  The Company acquired this property from a preferred equity investment in which the Company held a noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized.

(6)  This property was acquired from a joint venture in which the Company had a 50% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized.

(7)  This property was acquired from a joint venture in which the Company has an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $0.4 million from the fair value adjustment associated with its original ownership due to a change in control.

(8)  This property was acquired from a joint venture in which the Company has a 50% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $1.0 million from the fair value adjustment associated with its original ownership due to a change in control.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The aggregate purchase price of the above 20132014 and 20122013 property acquisitions have been allocated as follows (in thousands):

 

 

2013

  

2012

  

2014

  

2013

 

Land

 $198,263  $196,219  $414,879  $198,263 

Buildings

  368,478   319,955   679,753   368,478 

Below Market Rents

  (25,298)  (40,375)  (81,362)  (25,298)

Above Market Rents

  15,758   14,977   30,307   15,758 

In-Place Leases

  35,262   31,248   113,513   35,262 

Building Improvements

  115,110   99,092   290,882   115,110 

Tenant Improvements

  22,196   19,327   26,536   22,196 

Mortgage Fair Value Adjustment

  (5,794)  (5,965)  (39,368)  (5,794)

Other Assets

  894   -   7,097   894 

Other Liabilities

  (401)  -   -   (401)
 $724,468  $634,478  $1,442,237  $724,468 

 

Additionally, during the years ended December 31, 20132014 and 2012,2013, the Company acquired the remaining interest in fourthree and sixfour previously consolidated joint ventures for $9.4$1.1 million and $12.0$9.4 million, respectively. The Company continues to consolidate these entities as there was no change in control from these transactions. The purchase of the remaining interests resulted in an aggregate decrease in noncontrolling interest of $0.4$0.8 million and $10.4$0.4 million for the years ended December 31, 20132014 and 2012,2013, respectively and an aggregate decrease of $8.2$0.3 million and $0.3$8.2 million after income taxes, to the Company’s Paid-in capital, during 20132014 and 2012,2013, respectively.

 

Ground-Up Development -

 

The Company is engaged in ground-up development projects, which will be held as long-term investments by the Company. As of December 31, 2013,2014, the Company had in progress a total of threefour ground-up development projects consisting of two located in the U.S. and one

During 2014, the Company acquired, in separate transactions, three land parcels located in Peru.various cities throughout the U.S., for an aggregate purchase price of $53.5 million. These land parcels will be developed into retail centers aggregating 0.9 million square feet of GLA with a total estimated aggregate project cost of $192.8 million.

 

Additionally, during the fourth quarter 2014, the Company purchased land parcels in Dania, Florida for an aggregate purchase price of $62.8 million. The Company then contributed the land to an unconsolidated joint venture to be used for a ground-up development project.

FNC Realty Corporation –

 

During 2012,2013, the Company acquired an additional 13.62%the remaining 17.3% ownership interest in FNC Realty Corporation (“FNC”) for $15.3 million, which increased the Company’s total ownership interest to 82.7%. During 2013, the Company acquired the remaining ownership interest in FNC of 17.3% for $20.3$20.4 million. As a result of this transaction the Company now owns 100% of FNC. The Company had previously and continues to consolidate FNC. Since there was noNo change in control resulted from these transactions,this transaction, as such, the purchase of the additional interestsinterest resulted in a decrease in noncontrolling interest during 2013 and 2012 of $19.7 million and $15.4 million, respectively, and a decrease of $0.7 million during 2013 and an increase of $0.1 million during 2012 to the Company’s Paid-in capital.capital during 2013.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

4.    Dispositions of Real Estate:

 

Operating Real Estate –

During 2014, the Company disposed of 90 operating properties, in separate transactions, for an aggregate sales price of $833.5 million, including 27 operating properties in Latin America. These transactions, which are included in Discontinued operations on the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $203.3 million, before income taxes and noncontrolling interests and aggregate impairment charges of $178.0 million, before income taxes and noncontrolling interests, including $92.9 million related to the release of a cumulative foreign currency translation loss due to the Company’s substantial liquidation of its investment in Mexico. The Company provided financing aggregating $52.7 million on three of these transactions which bear interest at rates ranging from LIBOR plus 250 basis points to 7% per annum and are scheduled to mature in June and August 2015. The Company evaluated these transactions pursuant to the FASB’s real estate guidance to determine sale and gain recognition.

 

During 2013, the Company disposed of 36 operating properties and three out-parcels in separate transactions, for an aggregate sales price of $279.5 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million, before income taxes.

 

Additionally, during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of $115.4 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $23.3 million, before income taxes, and aggregate impairment charges of $26.9 million (including the release of the cumulative foreign currency translation loss of $7.8 million associated with the sale of the Company’s interest in two properties within Brazil, which representsrepresented a full liquidation of the Company’s investment in Brazil), before income taxes and noncontrolling interests.

 

During 2012, the Company disposed of 62 operating properties and two outparcels, in separate transactions, for an aggregate sales price of $418.9 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate pre-tax gain of $85.9 million and aggregate impairment charges of $22.5 million, before income taxes. The Company provided seller financing in connection with the sale of one of the operating properties for $4.2 million, which bore interest at a rate of 6.0% and matured in November 2013.  The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition were met.  

 

During 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in which the Company has a 20% noncontrolling interest for a sales price of $55.5 million. This transaction resulted in a pre-tax gain of $10.0 million, of which the Company deferred $2.0 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During 2011, the Company disposed of 27 operating properties, one development property and one outparcel, in separate transactions, for an aggregate sales price of $124.9 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $17.3 million and aggregate impairment charges of $16.9 million, before an income tax benefit and noncontrolling interest. The Company provided seller financing aggregating $11.9 million on three of these transactions which bear interest at rates ranging from 5.50% to 8.00% per annum and have maturities ranging from one to seven years. The Company evaluated these transactionsthis transaction pursuant to the FASB’s real estate sales guidance to determineand concluded that the criteria for sale and gain recognition.

Also, during 2011, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of $6.1 million. As a result of this capital transaction, the Company received $1.4 million of profit participation, before noncontrolling interest of $0.1 million. This profit participation has been recorded as Income from other real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Income.

During 2011, the Company transferred an operating property for a sales price of $23.9 million to a newly formed unconsolidated joint venture in which the Company has a noncontrolling interest. This transaction resulted in a gain of $0.4 million, of which the Company deferred $0.1 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income.recognition were met.

 

Land Sales –

 

During 2013, the Company sold nine land parcels for an aggregate sales price of $18.2 million in separate transactions. These transactions resulted in an aggregate gain of $11.5 million, before income taxes expense and noncontrolling interest. The gains from these transactions are recorded as other income, which is included in Other expense,income/(expense), net, in the Company’s Consolidated Statements of Income.

 

During 2012, the Company disposed of two land parcels and two outparcels for an aggregate sales price of $4.1 million and recognized an aggregate gain of $2.0 million related to these transactions. These gains are recorded as other income, which is included in Other expense,income/(expense), net, in the Company’s Consolidated Statements of Income. The Company provided seller financing in connection with the sale of one of the land parcels for $1.8 million, which bore interest at a rate of 6.5% for the first six months and 7.5% for the remaining term and matured in March 2013.  The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition were met.  

 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Also during 2012, the Company sold a land parcel in San Juan del Rio, Mexico for a sales price of 24.3 million Mexican Pesos (“MXN”) (USD $1.9 million).  The Company recognized a gain of MXN 5.7 million (USD $0.4 million) on this transaction.   The gain from this transaction is recorded as other income, which is included in Other expense,income/(expense), net, in the Company’s Consolidated Statements of Income.

 

Ground-up Development –

During 2011, the Company transferred a merchant building property for a sales price of $37.6 million to a newly formed unconsolidated joint venture in which the Company has a noncontrolling interest. This transaction resulted in an aggregate gain of $14.2 million, before income tax expense, of which the Company deferred $2.1 million due to its continued involvement.

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

 

The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold during the period. All results of these discontinued operations are included in a separate component of income on the Consolidated Statements of Income under the caption Discontinued operations. This has resulted in certain reclassifications of 2014, 2013 2012 and 20112012 financial statement amounts.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The components of Income from discontinued operations for each of the three years in the period ended December 31, 2013,2014, are shown below. These include the results of Incomeincome through the date of each respective sale for properties sold during 2014, 2013 2012 and 2011,2012, and the operations for the applicable periods for those assets classified as held-for-sale as of December 31, 20132014 (in thousands):

 

  

2014

  

2013

  

2012

 

Discontinued operations:

            

Revenues from rental property

 $71,906  $129,315  $157,472 

Rental property expenses

  (16,657)  (39,425)  (49,925)

Depreciation and amortization

  (15,019)  (33,142)  (47,916)

Provision for doubtful accounts

  (719)  (2,971)  (3,423)

Interest expense

  (1,823)  (1,371)  (4,855)

Income from other real estate investments

  680   720   676 

Other expense, net

  (756)  (880)  (254)

Income from discontinued operating properties, before income taxes

  37,612   52,246   51,775 

Impairment of property carrying value, before income taxes(1)

  (178,048)  (157,972)  (49,280)

Gain on disposition of operating properties, before income taxes

  203,271   48,731   85,894 

(Provision)/benefit for income taxes

  (11,850)  8,462   9,585 

Income/(loss) from discontinued operating properties

  50,985   (48,533)  97,974 

Net (income)/loss attributable to noncontrolling interests

  (2,117)  7,930   (4,661)

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

 $48,868  $(40,603) $93,313 

 

  

2013

  

2012

  

2011

 

Discontinued operations:

            

Revenues from rental property

 $44,168  $76,442  $113,508 

Rental property expenses

  (14,861)  (26,203)  (40,054)

Depreciation and amortization

  (10,318)  (25,820)  (32,878)

Provision for doubtful accounts

  (847)  (2,243)  (2,904)

Interest income/(expense)

  300   (2,882)  (3,672)

Income from other real estate investments

  -   13   1,703 

Other expense, net

  (449)  (922)  (351)

Income from discontinued operating properties, before income taxes

  17,993   18,385   35,352 

Impairment of property carrying value, before income taxes

  (98,815)  (49,280)  (19,698)

Gain on disposition of operating properties, before income taxes

  48,731   85,894   17,327 

Benefit for income taxes

  10,329   10,904   7,585 

(Loss)/income from discontinued operating properties

  (21,762)  65,903   40,566 

Net loss/(income) attributable to noncontrolling interests

  8,301   (3,133)  (2,799)

(Loss)/income from discontinued operations attributable to the Company

 $(13,461) $62,770  $37,767 
(1) The year ended December 31, 2014, includes $92.9 million related to the release of a cumulative foreign currency translation loss due to the Company’s substantial liquidation of its investment in Mexico. During 2013, the Company began selling properties within its Latin American portfolio. During the year ended December 31, 2014, the Company continued selling properties in its Latin American portfolio and as a result substantially liquidated its investment in Mexico.

During 2014, the Company classified as held-for-sale 35 operating properties. The aggregate book value of these properties was $239.9 million, net of accumulated depreciation of $76.5 million. The Company recognized impairment charges on 11 of these properties aggregating $56.2 million, which were sold during 2014. The book value of the remaining other 24 properties did not exceed their estimated fair value, less costs to sell, and as such no impairment charges were recognized. The Company’s determination of the fair value for each property, aggregating $316.5 million, was based upon executed contracts of sale with third parties (see Footnote 15). The Company completed the sale of the 35 held-for-sale operating properties during 2014 (these dispositions are included in Footnote 4 above). At December 31, 2014, the Company had no operating properties classified as held-for-sale.

 

During 2013, the Company classified as held-for-sale 19 operating properties, comprising 1.9 million square feet of GLA.  The aggregate book value of these properties was $178.4 million, net of accumulated depreciation of $19.2 million.   The Company recognized impairment charges of $25.2 million, after income taxes, on eight of these properties. The book value of the other properties did not exceed their estimated fair value, less costs to sell, and as such no impairment charges were recognized. The Company’s determination of the fair value of these properties,for each property, aggregating $158.6 million, was based upon executed contracts of sale with third parties (see Footnote 15).   In addition, the Company completed the sale of 15 held-for-sale operating properties during the year ended December 31, 2013, one of which was classified as held-for-sale during 2012 (these dispositions are included in Footnote 4 above).  At December 31, 2013, the Company had five remaining operating properties classified as held-for-sale at a carrying amount of $70.3 million, net of accumulated depreciation of $8.1 million, which are included in Other assets on the Company’s Consolidated Balance Sheets.

 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During 2012, the Company classified as held-for-sale 18 operating properties, comprising 2.1 million square feet of GLA.  The book value of these properties was $73.2 million, net of accumulated depreciation of $57.2 million.  The Company recognized impairment charges of $4.2 million on three of these properties. The book value of the other properties did not exceed their estimated fair value, less costs to sell, and as such no impairment charges were recognized.  The Company’s determination of the fair value of these properties,for each property, aggregating $102.0 million, was based upon executed contracts of sale with third parties (see Footnote 15).parties.   In addition, the Company completed the sale of 19 operating properties during the year ended December 31, 2012, of which two were classified as held-for-sale during 2011 (these dispositions are included in Footnote 4 above). At December 31, 2012, the Company had one operating property classified as held-for-sale at a carrying amount of $3.4 million, net of accumulated depreciation of $6.8 million, which is included in Other assets on the Company’s Consolidated Balance Sheets.

During 2011, the Company classified as held-for-sale seven operating properties comprising 0.2 million square feet of GLA. The book value of each of these properties aggregated $10.0 million, net of accumulated depreciation of $7.3 million. The individual book values of the seven operating properties did not exceed each of their estimated fair values less costs to sell; as such no impairments were recognized. The Company’s determination of the fair value of these properties and land parcel, aggregating $19.7 million, was based upon executed contracts of sale with third parties. The Company completed the sale of five of these operating properties during the year ended December 31, 2011 (these dispositions are included in Footnote 4 above).


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

6.Impairments:

 

Management assesses on a continuous basis whether there are any indicators, including property operating performance, changes in anticipated holding period 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 2014, the Company implemented a plan to accelerate the disposition of certain U.S. properties. This plan effectively shortened the Company’s anticipated hold period for these properties and as a result the Company recognized impairment charges on various consolidated operating properties. In addition, during 2013, the Company began selling properties within its Latin American portfolio as part of its overall strategy to exit these markets and as a result the Company recognized impairment charges on various Latin American operating properties. During the year ended December 31, 2014, the Company continued selling properties in its Latin American portfolio and as a result substantially liquidated its investment in Mexico which resulted in the release of a cumulative foreign currency translation loss. (See Footnote 15 for fair value disclosure).

The Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions and/or the property hold period caused the Company to recognize impairment charges for the years ended December 31, 2014, 2013 2012 and 20112012 as follows (in millions):

 

2013

  

2012

  

2011

  

2014

  

2013

  

2012

 

Impairment of property carrying values * (6)(3)

 $76.7  $7.6  $3.1  $33.3  $18.6  $7.6 

Investments in other real estate investments* (8)(4)

  2.9   2.7   3.3   1.7   2.9   2.7 

Marketable securities and other investments* (4)(5)

  10.7   -   1.6   4.8   10.7   - 

Investments in real estate joint ventures* (9)

  1.1   -   5.1 

Total Impairment charges included in operating expenses

  91.4   10.3   13.1   39.8   32.2   10.3 

Cumulative foreign currency translation loss included in discontinued operations (6)

  92.9   5.1   - 

Impairment of property carrying values included in discontinued operations **

  98.8   49.3   19.7   85.1   152.9   49.3 

Total gross impairment charges

  190.2   59.6   32.8   217.8   190.2   59.6 

Noncontrolling interests

  (10.6)  (0.4)  0.7   (0.4)  (10.6)  (0.4)

Income tax benefit included in discontinued operations

  (1.7)  (14.8)  (10.6)

Income tax benefit

  (22.4)  (10.6)  (4.5)  (6.1)  (7.6)  - 

Total net impairment charges

 $157.2  $48.6  $29.0  $209.6  $157.2  $48.6 

 

* See Footnote 15 for additional disclosure on fair value.value

**See Footnotes 4 & 5 above for additional disclosure.disclosure

 

(1) During 2013,2014, the Company was in advanced negotiations to sell several operating properties within its Mexico portfolio. Based upon the allocation of the estimated selling prices, the Company determined that the estimated fair values of certain of the properties were below their respective current carrying value. As such, the Company recordedrecognized aggregate impairment charges of $58.2$33.3 million, relatingbefore an income tax benefit of $6.1 million and noncontrolling interests of $0.3 million, primarily related to these assets. This amount is subjectadjustments to change based upon finalizationproperty carrying values in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of contract terms, closing costs, additional cash amounts received as earn outssuch potential transactions and fluctuations in the Mexican Peso exchange rate (see Footnote 22).anticipated hold period for such properties.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

(2) During 2013, the Company recorded $18.5$18.6 million, before an income tax benefit of $6.4$7.6 million and noncontrolling interests of $1.0 million, in impairment charges primarily related to two land parcels and four operating properties based upon purchase prices or purchase price offers.

 

(3) BasedDuring 2012, the Company recognized an aggregate impairment charge of $7.6 million, before income tax benefit of $0.3 million, relating to its investment in four land parcels. The estimated aggregate fair value of these properties was based upon apurchase price offers.

(4) Impairment charges primarily based upon review of the debt maturity status and the likelihood of foreclosure of thecertain underlying propertyproperties within one of the Company’s preferred equity investments, theduring 2014, 2013 and 2012. The Company believes it will not recover its investment in certain preferred equity investments and as such recorded a full impairment of $2.6 million, before an income tax benefit of $1.1 million,impairments on its investment during 2013.these investments.

 

(4)(5) During 2014 and 2013, the Company reviewed the underlying cause of the decline in value of acertain cost method investment,investments, as well as the severity and the duration of the decline and determined that the decline was other-than-temporary. Impairment charges were recognized based upon the calculation of anthe investments’ estimated fair value of $4.7 million using a discounted cash flow model.value.

 

(5) During 2012,(6) Due to the substantial liquidation of its investment in Mexico, the Company recognized an aggregate impairment chargea loss from foreign currency translation related to consolidated properties in the amount of $7.6$92.9 million, before income tax benefitnoncontrolling interest of $2.9 million, relating to its investment in four land parcels. The estimated aggregate fair value of these properties was based upon purchase price offers.

(6) During 2011, the Company recognized an aggregate impairment charge of $3.1 million, before income tax benefit of $1.1 million, relating to a portion of an operating property and four land parcels. The estimated aggregate fair value of these properties was based upon purchase price offers.

(7) Based upon a review of the debt maturity status and the likelihood of foreclosure of the underlying property within one of the Company’s preferred equity net leased investment, the Company believed it would not recover its investment and as such recorded a full impairment of $2.7 million on its investment during 2012.

(8) During 2011, two properties within two of the Company’s preferred equity investments were in default of their respective mortgages and received foreclosure notices from the respective mortgage lenders. As such, the Company recognized full impairment charges on both of the investments aggregating $2.2$5.8 million.

(9) During 2011, the Company exited its investment in a redevelopment joint venture property in Harlem, NY.  As a result, the Company recognized an-other-than-temporary impairment charge of approximately $3.1 million representing the Company’s entire investment balance. Additionally, during 2011, the Company recorded an other-than-temporary impairment of $2.0 million, before income tax benefit, against the carrying value of an investment in which the Company held a 13.4% noncontrolling ownership interest. The Company determined the fair value of its investment based on the estimated sales price of the property in the joint venture.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (See footnote 22 for additional disclosure).

 

In addition to the impairment charges above, the Company recognized pretax impairment charges during 2014, 2013 and 2012 and 2011 of $54.5 million (including $47.3 million in cumulative foreign currency translation loss relating to the Company’s substantial liquidation of its investment in Mexico), $29.5 million, $11.1 million, and $14.1$11.1 million, respectively, relating to certain properties held by various unconsolidated joint ventures in which the Company holds noncontrolling interests. These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Income (see Footnote 7).

 

The Company will continue to assess the value of its assets on an on-going basis. Based on these assessments, the Company may determine that one or more of its assets may be impaired due to a decline in value and would therefore write-down its costcarrying basis accordingly.

 

7.   Investment and Advances in Real Estate Joint Ventures:

 

The Company and its subsidiaries have investments in and advances toin various real estate joint ventures. These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting. The table below presents joint venture investments for which the Company held an ownership interest at December 31, 20132014 and 20122013 (in millions, except number of properties):

 

  

As of December 31, 2013

  

As of December 31, 2012

 

Venture

 

Average

Ownership Interest

  

Number of

Properties

  

GLA

  

Gross

Real

Estate

  

The

Company's

Investment

  

Average

Ownership Interest

  

Number

of

Properties

  

GLA

  

Gross

Real

Estate

  

The

Company's

Investment

 

Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2) (11)

  15.0%   60   10.6  $2,724.0  $179.7   15.0%   61   10.7  $2,744.9  $170.1 

Kimco Income Opportunity Portfolio (“KIR”) (2) (7) (15)

  48.6%   57   12.0   1,496.0   163.6   45.0%   58   12.4   1,543.2   140.3 

UBS Programs (“UBS”) (2) (8) (14)*

  -   -   -   -   1.1   17.9%   40   5.7   1,260.1   58.4 

Kimstone (2) (14)

  33.3%   39   5.6   1,095.3   100.3   -   -   -   -   - 

BIG Shopping Centers (2) (10)*

  37.9%   21   3.4   520.1   29.5   37.7%   22   3.6   547.7   31.3 

The Canada Pension Plan Investment Board

    (“CPP”) (2)

  55.0%   6   2.4   437.4   144.8   55.0%   6   2.4   436.1   149.5 

Kimco Income Fund (2)(6)

  39.5%   12   1.5   288.7   50.6   15.2%   12   1.5   287.0   12.3 

SEB Immobilien (2)

  15.0%   13   1.8   361.9   0.9   15.0%   13   1.8   361.2   1.5 

Other Institutional Programs (2) (9)

 

Various

   56   2.1   385.3   16.8  

Various

   58   2.6   499.2   21.3 

RioCan

  50.0%   45   9.3   1,314.3   156.3   50.0%   45   9.3   1,379.3   111.0 

Intown (3)

  -   -   -   -   -   -   138  

N/A

   841.0   86.9 

Latin America (13) (16)

 

Various

   28   3.7   313.2   156.7  

Various

   131   18.0   1,198.1   334.2 

Other Joint Venture Programs (4) (5) (12)

 

Various

   75   11.5   1,548.9   256.7  

Various

   87   13.2   1,846.7   311.4 

Total

      412   63.9  $10,485.1  $1,257.0       671   81.2  $12,944.5  $1,428.2 

  

As of December 31, 2014

  

As of December 31, 2013

 

Venture

 

Average

Ownership Interest

  

Number of

Properties

  

GLA

  

Gross

Real

Estate

  

The

Company's

Investment

  

Average

Ownership Interest

  

Number

of

Properties

  

GLA

  

Gross

Real

Estate

  

The

Company's

Investment

 

Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2)

  15.0%   60   10.6  $2,728.9  $178.6   15.0%   60   10.6  $2,724.0  $179.7 

Kimco Income Opportunity Portfolio (“KIR”) (2) (3)

  48.6%   54   11.5   1,488.2   152.1   48.6%   57   12.0   1,496.0   163.6 

Kimstone (2) (5)

  33.3%   39   5.6   1,098.7   98.1   33.3%   39   5.6   1,095.3   100.3 

BIG Shopping Centers (2) (6) *

  50.1%   6   1.0   151.6   -   37.9%   21   3.4   520.1   29.5 

The Canada Pension Plan Investment Board(“CPP”) (2) (7)

  55.0%   7   2.4   504.0   188.9   55.0%   6   2.4   437.4   144.8 

Kimco Income Fund (“KIF”) (2) (8)

  -   -   -   -   -   39.5%   12   1.5   288.7   50.6 

SEB Immobilien (2) (9)

  15.0%   3   0.4   86.0   2.5   15.0%   13   1.8   361.9   0.9 

Other Institutional Programs (2) (10) (11)

 

Various

   50   1.4   327.8   8.5  

   Various

   56   2.1   385.3   16.8 

RioCan

  50.0%   45   9.3   1,205.8   159.8   50.0%   45   9.3   1,314.3   156.3 

Latin America (15)

 

Various

   13   0.1   91.2   24.4  

   Various

   28   3.7   313.2   156.7 

Other Joint Venture Programs (20) (23)

 

Various

   60   9.5   1,401.2   224.3  

   Various

   75   11.5   1,548.9   257.8 

Total

      337   51.8  $9,083.4  $1,037.2       412   63.9  $10,485.1  $1,257.0 

 

*   Ownership % is a blended rate

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The table below presents the Company’s share of net income/(loss) for these investments which is included in the Company’s Consolidated Statements of Income under Equity in income of joint ventures, net for the years ended December 31, 2014, 2013 2012 and 20112012 (in millions):

  

Year ended December 31,

 
  

2013

  

2012

  

2011

 

KimPru and KimPru II (11) (21) (22) (23)

 $9.1  $7.4  $(1.6)

KIR (15) (24)

  25.3   23.4   17.3 

UBS Programs (14) (25)

  1.8   0.5   (0.8)

Kimstone (14)

  3.6   -   - 

BIG Shopping Centers (10) (26)

  3.0   (3.7)  (2.9)

CPP

  5.8   5.3   5.2 

Kimco Income Fund

  3.3   1.7   1.0 

SEB Immobilien

  1.1   0.7   - 

Other Institutional Programs (19) (27)

  1.4   5.0   5.0 

RioCan (20)

  27.6   30.4   19.7 

Intown

  1.4   4.0   (1.9)

Latin America (13) (16) (17)

  103.1   15.8   12.5 

Other Joint Venture Programs (12) (18) (28) (29)

  22.2   22.4   10.0 

Total

 $208.7  $112.9  $63.5 

  

Year ended December 31,

 
  

2014

  

2013

  

2012

 

KimPru and KimPru II (1)

 $8.1  $9.1  $7.4 

KIR (3)(4)

  26.5   25.3   23.4 

Kimstone (5)

  2.0   3.6   - 

BIG Shopping Centers (6)

  22.5   3.0   (3.7)

CPP

  7.1   5.8   5.3 

KIF (8)

  0.9   3.3   1.7 

SEB Immobilien (9)

  0.8   1.1   0.7 

Other Institutional Programs (10-13)

  2.6   3.2   5.5 

RioCan (14)

  30.6   27.6   30.4 

Latin America (15- 19)

  (3.8)  103.1   15.8 

Other Joint Venture Programs (20- 28)

  62.3   23.6   26.4 

Total

 $159.6  $208.7  $112.9 

 

 

(1)

This venture represents four separate joint ventures, with four separate accounts managed by Prudential Real Estate Investors (“PREI”), three of these ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II. During the year ended December 31, 2014, KimPru recognized impairment charges of $21.4 million related to the decline in value of two operating properties. The Company had previously taken other-than-temporary impairment charges on its investment in KimPru and had allocated these impairment charges to the underlying assets of the KimPru joint ventures including a portion to these operating properties. As such, the Company’s share of these impairment charges was $2.4 million.

 

(2)

The Company manages these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees.

 

(3)

The Company’s share of this investment was subject to fluctuation and dependent upon property cash flows. During June 2013, the Intown portfolio wasyear ended December 31, 2014 KIR, (i) sold two operating properties for a sales price of $735.0$17.7 million, for which included the assignmentCompany recognized its share of $609.2an aggregate net gain of $1.1 million, in debt. This transaction(ii) recognized aggregate impairment charges of $5.0 million, of which the Company’s share was $2.8 million, related to two properties which KIR anticipates selling within the next year and therefore effectively shortened its anticipated hold period for these assets which resulted in a deferred gain to the Company of $21.7 million. The Company maintains its guarantee on a portionexpected future cash flows being less than the carrying value and (iii) sold one of the debt ($139.7 million asimpaired properties for a sales price of December 31, 2013) assumed by the buyer. The guarantee is collateralized by the buyer’s ownership interest in the portfolio. The Company is entitled to a guarantee fee, for the initial term of the loan, which is scheduled to mature in December 2015. The guarantee fee is calculated based upon the difference between LIBOR plus 1.15% and 5.0% per annum multiplied by the outstanding amount of the loan. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender, loans from a new lender or financing directly from the Company to the buyer. Due to this continued involvement, the Company deferred its gain until such time that the guarantee and commitment expire.$2.0 million.

 

(4)

During the year ended December 31, 2013, the Company amended one of its Canadian preferred equity investment agreements to restructure the investment as a pari passu joint venture in which the Company holds a noncontrolling interest. As a result of this transaction, the Company continues to account for its investment in this joint venture under the equity method of accounting and includes this investment in Investments and advances to real estate joint ventures within the Company’s Consolidated Balance Sheets.

(5)

During the year ended December 31, 2013, two joint ventures in which the Company held noncontrolling interests sold two operating properties to the Company, in separate transactions, for an aggregate sales price of $228.8 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance. As such, the Company recognized an aggregate gain of $30.9 million, before income tax, from the fair value adjustment associated with its original ownership due to a change in control and now consolidates these operating properties.

(6)

During the year ended December 31, 2013, the Company purchased an additional 24.24% interest in Kimco Income Fund for $38.3 million.

(7)

During the year ended December 31, 2013, the Company purchased an additional 3.57% interest in KIR for $48.4 million.

(8)

During the year ended December 31, 2013, UBS sold an operating property to the Companyin Cincinnati, OH for a sales price of $32.7$30.0 million which was equal to the remaining debt balance.  The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. As such the Company recognized no gain or loss from a change in control and now consolidates this operating property.

(9)

During the year ended December 31, 2013, a joint venture in which the Company held a noncontrolling interest sold an operating property to the Company for a sales price of $14.2 million. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. As such the Company recognized a gain of $0.5 million from the fair value adjustment associated with the Company’s original ownership due to a change in control and now consolidates this operating property.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

(10)

During the year ended December 31, 2013, BIG recognized a gain on early extinguishment of debt of $13.7 million related to a property that was foreclosed on by a third party lender.$6.1 million. The Company’s share of this gain was $2.4$3.0 million.

 

(11)

During the year ended December 31, 2013, the Company purchased the remaining interest in an operating property for a purchase price of $15.8 million. As a result of this transaction, KimPru recognized an impairment charge of $4.0 million, of which the Company’s share was $0.6 million.

(12)

During the year ended December 31, 2013, joint ventures in which the Company has noncontrolling interests sold six operating properties, in separate transactions, for an aggregate sales price of $132.1 million. In connection with these transactions, the Company recognized its share of the aggregate gains of $6.1 million and aggregate impairment charges of $1.5 million.

(13)

During the year ended December 31, 2013, joint ventures in which the Company held noncontrolling interests sold 20 operating properties located throughout Mexico and Chile for $341.9 million. These transactions resulted in an aggregate net gain to the Company of $22.9 million, after tax, which represents the Company's share. 

(14)(5)

During June 2013, the Company increased its ownership interest in the UBS Programs to 33.3% and simultaneously UBS transferred its remaining 66.7% ownership interest in the UBS Programs to affiliates of Blackstone Real Estate Partners VII (“Blackstone”). Both of these transactions were based on a gross purchase price of $1.1 billion. Upon completion of these transactions, Blackstone and the Company entered into a new joint venture (Kimstone) in which the Company owns a 33.3% noncontrolling interest. On February 2, 2015, the Company purchased the remaining 66.7% interest in the 39-property Kimstone portfolio from Blackstone for a gross purchase price of $1.4 billion, including the assumption of $638.0 million in mortgage debt (see Footnote 26 of the Notes to Consolidated Financial Statements).

 

(15)(6)

During the year ended December 31, 2013, KIR sold an2014, the Company and their joint venture partner BIG divided 15 of the 21 properties in the BIG Shopping Centers venture with the Company receiving a 99% ownership interest in seven operating propertyproperties and BIG receiving a 99% ownership interest in Cincinnati, OH for a sales price of $30.0 million andeight operating properties. The Company recognized a gain of $6.1$19.7 million on the properties where BIG obtained a 99% interest (see Footnote 3 of the Notes to Consolidated Financial Statements). Subsequent to this transaction the BIG Shopping Centers venture continues to hold six operating properties. During the year ended December 31, 2013, BIG recognized a gain on early extinguishment of debt of $13.7 million related to a property that was foreclosed on by a third party lender. The Company’s share of this gain was $2.4 million.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued


(7)

During the year ended December 31, 2014, CPP acquired land parcels in Dania, FL, for $62.8 million. These land parcels will be developed into a retail center.

(8)

During the year ended December 31, 2014, the Company purchased the remaining interest in KIF based on a gross purchase price of $408.0 million (see Footnote 3 of the Notes to Consolidated Financial Statements).

(9)

During the year ended December 31, 2014, the Company purchased the remaining 85% interest in 10 SEB properties based on a gross purchase price of $275.8 million (see Footnote 3 of the Notes to Consolidated Financial Statements).

(10)

During the year ended December 31, 2014, the Company acquired four properties from a joint venture in which the Company has a noncontrolling interest for a total sales price of $116.2 million (see Footnote 3 of the Notes to Consolidated Financial Statements).

(11)

During the year ended December 31, 2014, two joint ventures in which the Company holds a noncontrolling interest sold two operating properties for an aggregate sales price of $46.6 million and recognized an aggregate gain of $11.1 million. The Company’s share of this gain was $3.0$2.2 million.

 

(16)

During the year ended December 31, 2013, the Company and its joint venture partner sold their noncontrolling ownership interest in a joint venture which held interests in 84 operating properties located throughout Mexico for $603.5 million (including debt of $301.2 million). The Company's share of the net gain of $78.2 million, before income taxes of $25.1 million.

(17)

The Company is currently in advanced negotiations to sell 10 operating properties located throughout Mexico, which are held in unconsolidated joint ventures in which the Company holds noncontrolling interests. Based upon the allocation of the selling price, the Company has recorded its share of impairment charges of $9.4 million on six of these properties.

(18)

During the year ended December 31, 2012, two joint ventures in which the Company holds noncontrolling interests sold two properties, in separate transactions, for an aggregate sales price of $118.0 million.  The Company’s share of the aggregate gain related to these transactions was $8.3 million.

(19)(12)

During the year ended December 31, 2012, a joint venture in which the Company holds a noncontrolling interest sold two encumbered operating properties to the Company for an aggregate sales price of $75.5 million.  As a result of this transaction, the Company recognized promote income of $2.6 million. Additionally, another joint venture in which the Company holds a noncontrolling interest sold an operating property to the Company for a sales price of $127.0 million.  As a result of this transaction, the Company recognized promote income of $1.1 million.

 

(20)(13)

During the year ended December 31, 2012, the UBS Program recognized impairment charges of $13.0 million related to the sale of two properties. The Company’s share of these impairment charges was $2.2 million.

(14)

During the year ended December 31, 2012, the Company recognized income of $7.5 million, before taxes of $1.5 million, from the sale of certain air rights at one of the properties in the RioCan portfolio.

 

(21)(15)

KimPruDuring the year ended December 31, 2014, the Company sold its noncontrolling interest in 14 operating properties located throughout Mexico based on a gross aggregate sales price of $324.5 million. The Company recognized a net gain of $39.1 million, before income taxes of $9.0 million.

(16)

During the fourth quarter 2014, the Company substantially liquidated its investment in Mexico, which resulted in the release of a cumulative foreign currency translation loss of $47.3 million.

(17)

During the year ended December 31, 2013, joint ventures in which the Company held noncontrolling interests sold 20 operating properties located throughout Mexico and Chile for $341.9 million. These transactions resulted in an aggregate net gain to the Company of $22.9 million, after tax.

(18)

During the year ended December 31, 2013, the Company and its joint venture partner sold their noncontrolling ownership interest in a joint venture which held interests in 84 operating properties located throughout Mexico for $603.5 million (including debt of $301.2 million). The Company’s share of the net gain was $78.2 million, before income taxes of $25.1 million.

(19)

During the year ended December 31, 2013, the Company was in advanced negotiations to sell 10 operating properties located throughout Mexico, which were held in unconsolidated joint ventures in which the Company held noncontrolling interests. Based upon the allocation of the selling price, the Company recorded its share of impairment charges of $6.5$9.4 million related toon six of these properties.

(20)

During the sale of two properties and $53.6 million related to the potential foreclosure of two properties during the yearsyear ended December 31, 2012 and 2011, respectively. The2014, a joint venture in which the Company had previously taken other-than-temporary impairment charges on its investment in KimPru and had allocated these impairment charges to the underlying assetsholds a noncontrolling interest sold 16 operating properties for an aggregate sales price of the KimPru joint ventures including a portion to these operating properties. As such, the Company’s share of these impairment charges for the years ended December 31, 2012 and 2011 were $0.8$199.5 million and $6.0 million, respectively.

(22)

During 2011, a third party mortgage lender foreclosed on an operating property for which KimPru had previously taken an impairment charge during 2010. As a result of the foreclosure during 2011, KimPru recognized an aggregate gain on early extinguishment of debt of $29.6$62.9 million.  The Company’s share of this gain was $4.4$31.7 million.

(21)

During the year ended December 31, 2014, the Company received a distribution of $15.4 million before income taxes.from a joint venture that was in excess of its carrying value and as such, the Company recognized this amount as equity in income.

(22)

During the year ended December 31, 2014, two joint ventures in which the Company holds a noncontrolling interest sold two operating properties for an aggregate sales price of $46.5 million and recognized an aggregate gain of $11.1 million. The Company’s share of this gain was $2.2 million.

 

(23)

KimPru II recognized impairment charges of $7.3 million forDuring the year ended December 31, 2011, related2014, the Company acquired a partners’ interest in a joint venture in which the Company had a noncontrolling interest for a total price of $3.0 million (see Footnote 3 of the Notes to Consolidated Financial Statements).

(24)

During June 2013, the Intown portfolio was sold for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the foreclosureCompany of one operating property.$21.7 million. The Company had previously taken other-than-temporary impairment chargesmaintains its guarantee on its investment in KimPru II and had allocated these impairment charges to the underlying assetsa portion of the KimPru II joint ventures including a portiondebt ($139.7 million as of December 31, 2014 and 2013) assumed by the buyer. Due to this operating property. Ascontinued involvement, the Company deferred its gain until such time that the guarantee and commitment expire. On February 24, 2015, the outstanding debt balance of $139.7 million was fully repaid and as such, the Company’s shareCompany was relieved of this impairment charge forits related commitments and guarantee. As a result, the Company will recognize the deferred gain of $21.7 million during the first quarter of 2015 (see Footnote 19 of the Notes to Consolidated Financial Statements).

(25)

During the year ended December 31, 2011 was $1.0 million.

(24)

KIR recognized an impairment charge of $4.6 million related2013, two joint ventures in which the Company held noncontrolling interests sold two operating properties to the saleCompany, in separate transactions, for an aggregate price of one operating property for$228.8 million (see Footnote 3 of the year ended December 31, 2011. The Company’s share of this impairment charge was $2.1 million for the year ended December 31, 2011.Notes to Consolidated Financial Statements).

(25)

The UBS Program recognized impairment charges of $13.0 million related to the sale of two properties and $9.7 million related to the sale of one property, during the years ended December 31, 2012 and 2011, respectively. The Company’s share of these impairment charges for the years ended December 31, 2012 and 2011 were $2.2 million and $1.9 million, respectively. Additionally, during the year ended December 31, 2011, the UBS Program recognized an impairment charge of $5.0 million relating to a property that was anticipated to be foreclosed on by the third party lender in 2012. The Company’s share of this impairment charge was $0.8 million. A deed in lieu of foreclosure was given to the third party lender in 2012.

 

(26)

During the year ended December 31, 2012, BIG2013, joint ventures in which the Company has noncontrolling interests sold six operating properties, in separate transactions, for an aggregate sales price of $132.1 million. In connection with these transactions, the Company recognized an impairment charge of $9.0 million on a property that was foreclosed upon in 2013. The Company’sits share of thisthe aggregate gains of $6.1 million and aggregate impairment charge was $0.9charges of $1.5 million.

 

(27)

During the year ended December 31, 2012, two joint ventures in which the Company has aholds noncontrolling interest recognizedinterests sold two properties, in separate transactions, for an aggregate impairment chargessales price of $6.5 million related to the sale of four operating properties.$118.0 million.  The Company’s share of the aggregate gain related to these impairment chargestransactions was $0.8$8.3 million.

 

(28)

During the year ended December 31, 2012, three joint ventures in which the Company has noncontrolling interests recognized aggregate impairment charges of $12.8 million related to the sale of one operating property, the pending sale of one property and the potential foreclosure of another property. The Company’s share of these impairment charges was $6.4 million.

(29)

During the year ended December 31, 2011, the Company sold its interest in a Canadian hotel portfolio to its partner, for Canadian Dollars (“CAD”) $2.5 million (USD $2.4 million). As a result, the Company recorded its share of an impairment charge of USD $5.2 million, before income taxes. 

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The table below presents debt balances within the Company’s joint venture investments for which the Company held noncontrolling ownership interests at December 31, 20132014 and 20122013 (dollars in millions):

 

  

As of December 31, 2014

  

As of December 31, 2013

 

Venture

 

Mortgages

and

Notes

Payable

  

Average

Interest Rate

  

Average

Remaining

Term

(months)**

  

Mortgages

and

Notes

Payable

  

Average

Interest Rate

  

Average

Remaining

Term

(months)**

 

KimPru and KimPru II

 $920.4   5.53%  23.0  $923.4   5.53%  35.0 

KIR

  866.4   5.04%  61.9   889.1   5.05%  75.1 

Kimstone

  704.4   4.45%  28.7   749.9   4.62%  39.3 

BIG Shopping Centers

  144.6   5.52%  22.0   406.5   5.39%  40.1 

CPP

  112.1   5.05%  10.1   138.6   5.23%  19.0 

Kimco Income Fund

  -   -   -   158.0   5.45%  8.7 

SEB Immobilien

  50.2   4.06%  35.7   243.8   5.11%  43.3 

RioCan

  642.6   4.29%  39.9   743.7   4.59%  48.0 

Other InstitutionalPrograms

  223.1   5.47%  20.8   272.9   5.32%  31.0 

Other Joint VenturePrograms

  927.5   5.31%  58.6   1,063.1   5.53%  60.6 

Total

 $4,591.3          $5,589.0         

 

  

As of December 31, 2013

  

As of December 31, 2012

 

Venture

 

Mortgages

and

Notes

Payable

  

Average

Interest Rate

  

Average

Remaining

Term

(months)**

  

Mortgages

and

Notes

Payable

  

Average

Interest Rate

  

Average

Remaining

Term

(months)**

 

KimPru and KimPru II

 $923.4   5.53%   35.0  $1,010.2   5.54%   44.5 

KIR

  889.1   5.05%   75.1   914.6   5.22%   78.6 

UBS Programs

  -   -   -   691.9   5.40%   39.1 

Kimstone

  749.9   4.62%   39.3   -   -   - 

BIG Shopping Centers

  406.5   5.39%   40.1   443.8   5.52%   45.5 

CPP

  138.6   5.23%   19.0   141.5   5.19%   31.0 

Kimco Income Fund

  158.0   5.45%   8.7   161.4   5.45%   20.7 

SEB Immobilien

  243.8   5.11%   43.3   243.8   5.11%   55.3 

RioCan

  743.7   4.59%   48.0   923.2   5.16%   41.2 

Intown

  -   -   -   614.4   4.46%   46.1 

Other Institutional Programs

  272.9   5.32%   31.0   310.5   5.24%   39.0 

Other Joint Venture Programs

  1,063.1   5.53%   60.6   1,612.2   5.70%   57.8 

Total

 $5,589.0          $7,067.5         

 

** Average remaining term includes extensions

 

KIR -

 

The Company holds a 48.6% noncontrolling limited partnership interest in KIR and has a master management agreement whereby the Company performs services for fees relating to the management, operation, supervision and maintenance of the joint venture properties.

 

The Company’s equity in income from KIR for the yearyears ended December 31, 2013 and 2012, exceeded 10% of the Company’s income from continuing operations before income taxes; as such the Company is providing summarized financial information for KIR as follows (in millions):

 

 

December 31,

  

December 31,

 
 

2013

  

2012

  

2014

  

2013

 

Assets:

                

Real estate, net

 $1,064.2  $1,134.2  $1,024.3  $1,064.2 

Other assets

  81.9   87.7   80.5   81.9 
 $1,146.1  $1,221.9  $1,104.8  $1,146.1 

Liabilities and Members’ Capital:

                

Mortgages payable

 $889.1  $914.6  $866.4  $889.1 

Other liabilities

  21.8   26.8  

19.8

   21.8 

Members’ capital

  235.2   280.5   218.6   235.2 
 $1,146.1  $1,221.9  $1,104.8  $1,146.1 

 

  

Year Ended December 31,

 
  

2014

  

2013

  

2012

 

Revenues from rental property

 $201.6  $197.0  $190.6 

Operating expenses

  (57.7)  (53.7)  (50.8)

Interest expense

  (46.1)  (47.8)  (54.0)

Depreciation and amortization

  (39.2)  (38.8)  (38.8)

Impairment charges

  (3.1)  -   - 

Other expense, net

  (1.5)  (0.6)  (1.3)
   (147.6)  (140.9)  (144.9)

Income from continuing operations

  54.0   56.1   45.7 

Discontinued Operations:

            

Income from discontinued operations

  0.2   1.9   2.6 

Impairment on dispositions of properties

  (4.3)  (9.8)  (0.1)

Gain on dispositions of properties

  4.5   6.1   - 

Net income

 $54.4  $54.3  $48.2 

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

  

Year Ended December 31,

 
  

2013

  

2012

  

2011

 

Revenues from rental property

 $198.2  $191.8  $190.0 

Operating expenses

  (54.2)  (51.3)  (52.5)

Interest expense

  (47.8)  (54.0)  (58.8)

Depreciation and amortization

  (39.1)  (39.2)  (36.8)

Impairment charges

  -   -   (0.3)

Other expense, net

  (0.6)  (1.3)  (2.6)
   (141.7)  (145.8)  (151.0)

Income from continuing operations

  56.5   46.0   39.0 

Discontinued Operations:

            

Income from discontinued operations

  1.5   2.3   (0.1)

Impairment on dispositions of properties

  (9.8)  (0.1)  (4.8)

Gain on dispositions of properties

  6.1   -   - 

Net income

 $54.3  $48.2  $34.1 

RioCan Investments -

 

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

 

The Company’s equity in income from the RiocanRioCan Ventures for the year ended December 31, 2012, exceeded 10% of the Company’s income from continuing operations, as such the Company is providing summarized financial information for the RioCan Ventures as follows (in millions):

 

 

December 31,

 
 

December 31,

       
 

2013

  

2012

  

2014

  

2013

 

Assets:

                

Real estate, net

 $1,106.2  $1,189.9  $987.4  $1,106.2 

Other assets

  43.8   43.7   40.7   43.8 
 $1,150.0  $1,233.6  $1,028.1  $1,150.0 

Liabilities and Members' Capital:

                

Mortgages payable

 $743.7  $923.2  $642.6  $743.7 

Other liabilities

  13.0   18.1   13.1   13.0 

Members' capital

  393.3   292.3   372.4   393.3 
 $1,150.0  $1,233.6  $1,028.1  $1,150.0 

 

  

Year ended December 31,

 
  

2013

  

2012

  

2011

 

Revenues from rental properties

 $209.9  $213.3  $209.2 
             

Operating expenses

  (76.9)  (78.1)  (73.0)

Interest expense

  (40.1)  (51.9)  (57.5)

Depreciation and amortization

  (36.0)  (37.3)  (36.8)

Other (expense)/income, net

  (1.8)  14.7   (0.2)
   (154.8)  (152.6)  (167.5)

Net income

 $55.1  $60.7  $41.7 

  

Year endedDecember 31,

 
  

2014

  

2013

  

2012

 

Revenues from rental properties

 $202.5  $209.9  $213.3 
             

Operating expenses

  (74.6)  (76.9)  (78.1)

Interest expense

  (31.9)  (40.1)  (51.9)

Depreciation and amortization

  (33.5)  (36.0)  (37.3)

Other (expense)/income, net

  (1.3)  (1.8)  14.7 
   (141.3)  (154.8)  (152.6)

Net income

 $61.2  $55.1  $60.7 

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Summarized financial information for the Company’s investment and advances in real estate joint ventures (excluding KIR and the RioCan Ventures, which are presented above) is as follows (in millions):

 

 

December 31,

  

December 31,

 
 

2013

  

2012

  

2014

  

2013

 

Assets:

                

Real estate, net

 $6,601.8  $8,523.3  $5,410.3  $6,601.8 

Other assets

  390.1   507.7   208.6   390.1 
 $6,991.9  $9,031.0  $5,618.9  $6,991.9 

Liabilities and Partners’/Members’ Capital:

                

Notes payable

 $-  $148.0 

Mortgages payable

  3,956.2   5,056.5  $3,061.3  $3,956.2 

Construction loans

  -   25.1   21.0   - 

Other liabilities

  102.0   188.5   87.6   102.0 

Noncontrolling interests

 

19.2

  

19.1

   21.4   19.2 

Partners’/Members’ capital

  2,914.5   3,593.8   2,427.6   2,914.5 
 $6,991.9  $9,031.0  $5,618.9  $6,991.9 

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2013

  

2012

  

2011

  

2014

  

2013

  

2012

 

Revenues from rental property

 $935.1  $1,066.8  $1,109.3  $655.8  $873.3  $1,009.2 

Operating expenses

  (297.6)  (348.1)  (388.8)  (201.2)  (279.7)  (330.6)

Interest expense

  (253.6)  (306.9)  (329.4)  (169.3)  (228.5)  (281.3)

Depreciation and amortization

  (242.0)  (277.6)  (322.6)  (187.3)  (224.0)  (258.4)

Impairment charges

  (32.3)  (25.9)  (13.5)  (20.0)  (32.3)  (17.0)

Other (expense)/income, net

  (14.5)  (11.3)  7.4 

Other expense, net

  (11.6)  (13.8)  (19.8)
  (840.0)  (969.8)  (1046.9)  (589.4)  (778.3)  (907.1)

Income from continuing operations

  95.1   97.0   62.4   66.4   95.0   102.1 

Discontinued Operations:

                        

Income/(loss) from discontinued operations

  12.1   (4.0)  30.6   2.6   12.2   (9.1)

Impairment on dispositions of properties

  (5.0)  (21.1)  (75.7)  0.5   (5.0)  (21.1)

Gain/(loss) on dispositions of properties

  223.4   94.5   (0.1)

Gain on dispositions of properties

  466.6   223.4   94.5 

Net income

 $325.6  $166.4  $17.2  $536.1  $325.6  $166.4 

 

Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling $41.5$40.3 million and $21.3$41.5 million at December 31, 20132014 and 2012,2013, respectively. The Company and its subsidiaries have varying equity interests in these real estate joint ventures, which may differ from their proportionate share of net income or loss recognized in accordance with GAAP.

 

The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. Generally, such investments contain operating properties and the Company has determined these entities do not contain the characteristics of a VIE. As of December 31, 20132014 and 2012,2013, the Company’s carrying value in these investments is $1.0 billion and $1.3 billion.billion, respectively.

 

8.   Other Real Estate Investments:

 

Preferred Equity Capital –

 

The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. As of December 31, 2014, the Company’s net investment under the Preferred Equity program was $229.1 million relating to 443 properties, including 385 net leased properties. For the year ended December 31, 2014, the Company earned $37.2 million from its preferred equity investments, including $18.6 million in profit participation earned from six capital transactions. For the year ended December 31, 2013, the Company’s net investment under the Preferred Equity program was $236.9 million relating to 483 properties, including 392 net leased properties. For the year ended December 31, 2013, the Company earned $43.0 million from its preferred equity investments, including $20.8 million in profit participation earned from 16 capital transactions. For the year ended December 31, 2012, the Company’s net investment under the Preferred Equity program was $287.8 million relating to 504 properties, including 397 net leased properties. For the year ended December 31, 2012, the Company earned $43.1 million from its preferred equity investments, including $17.6 million in profit participation earned from 21 capital transactions.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

During 2013, the Company amended one of its Canadian preferred equity agreements to restructure its investment into a pari passu joint venture investment in which the Company holds a noncontrolling interest.  As a result of the amendment, the Company continues to account for this investment under the equity method of accounting and from the date of the amendment will include this investment in Investments and advances to real estate joint ventures within the Company’s Consolidated Balance Sheets.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

During 2013, a preferred equity investment in a portfolio of properties was acquired by the Company. As a result of this transaction, the Company now consolidates this investment. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a change in control loss of $9.6 million, from the fair value adjustment associated with the Company’s original ownership. The Company’s estimated fair value relating to the change in control loss was based upon a discounted cash flow model that included all estimated cash inflows and outflows over a specified holding period. The capitalization rate, and discount rate utilized in this model were based upon rates that the Company believes to be within a reasonable range of current market rates.

 

During 2012, the Company amended one of its preferred equity agreements to restructure its investment into a pari passu joint venture investment in which the Company holds a noncontrolling interest. The Company will continue to account for this investment under the equity method of accounting and from the date of the amendment will include this investment in Investments and advances in real estate joint ventures within the Company’s Consolidated Balance Sheets.

 

Included in the capital transactions described above for the year ended December 31, 2012, is the sale of three preferred equity investments in which the Company had a $0no investment and recognized promote income of $10.0 million. In connection with this transaction, the Company provided seller financing for $7.5 million, which bore interest at a rate of 7.0% and was paid off in October 2013.  The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition was met.  

 

During 2007, the Company invested $81.7 million of preferred equity capital in an entity which was comprised of 403 net leased properties (“Net Leased Portfolio”) which consisted of 30 master leased pools with each pool leased to individual corporate operators. Each master leased pool is accounted for as a direct financing lease. These properties consist of a diverse array of free-standing restaurants, fast food restaurants, convenience and auto parts stores. As of December 31, 2013,2014, the remaining 392385 properties were encumbered by third party loans aggregating $336.0$317.8 million with interest rates ranging from 5.08% to 10.47% with a weighted-average interest rate of 9.2% and maturities ranging from one to nine years. The Company recognized $14.5 million, $13.2 million $14.0 million and $12.7$14.0 million in equity in income from this investment during the years ended December 31, 2014, 2013 2012 and 2011,2012, respectively.

 

The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital. As of December 31, 20132014 and 2012,2013, the Company’s invested capital in its preferred equity investments approximated $236.9$229.1 million and $287.8$236.9 million, respectively.

 

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

 

 

December 31,

  

December 31,

 
 

2013

  

2012

  

2014

  

2013

 

Assets:

                

Real estate, net

 $571.7  $824.7  $456.9  $571.7 

Other assets

  676.1   719.1   666.6   676.1 
 $1,247.8  $1,543.8  $1,123.5  $1,247.8 

Liabilities and Partners’/Members’ Capital:

                

Notes and mortgages payable

 $878.1  $1,116.9  $767.6  $878.1 

Other liabilities

  26.1   51.8   21.6   26.1 

Partners’/Members’ capital

  343.6   375.1   334.3   343.6 
 $1,247.8  $1,543.8  $1,123.5  $1,247.8 

 

 

 


  

Year Ended December 31,

 
  

2014

  

2013

  

2012

 

Revenues from rental property

 $146.0  $159.5  $195.0 

Operating expenses

  (47.0)  (34.8)  (44.7)

Interest expense

  (47.1)  (55.2)  (72.0)

Depreciation and amortization

  (19.2)  (24.0)  (33.7)

Impairment charges (a)

  -   -   (2.7)

Other expense, net

  (7.2)  (7.1)  (8.3)

Income from continuing operations

  25.5   38.4   33.6 

Discontinued Operations:

            

Gain on disposition of properties

  31.5   20.8   17.5 

Net income

 $57.0  $59.2  $51.1 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

  

Year Ended December 31,

 
  

2013

  

2012

  

2011

 

Revenues from rental property

 $159.5  $195.0  $233.1 

Operating expenses

  (34.8)  (44.7)  (57.0)

Interest expense

  (55.2)  (72.0)  (89.5)

Depreciation and amortization

  (24.0)  (33.7)  (43.6)

Impairment charges (a)

  -   (2.7)  - 

Other expense, net

  (7.1)  (8.3)  (6.3)

Income from continuing operations

  38.4   33.6   36.7 

Discontinued Operations:

            

Gain on disposition of properties

 

20.8

   17.5   6.2 

Net income

 $59.2  $51.1  $42.9 

 

(a)

Represents an impairment charge against one master leased pool due to decline in fair market value.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Kimsouth -

 

Kimsouth Realty Inc. (“Kimsouth”) is a wholly-owned subsidiary of the Company that holds a 13.6% noncontrolling interest in a joint venture which owns a portion of Albertson’s Inc. During the year ended December 31, 2013, the Company funded an aggregate $70.8 million as its participation in a transaction with Supervalu, Inc. (“SVU”) through a consortium led by Cerberus Capital Management, L.P. (“Cerberus”). This investment included a contribution of $22.3 million to acquire 414 Albertsons locations from SVU through the Company’s existing joint venture in Albertsons in which the Company now holds a 13.6% noncontrolling ownership interest.Albertsons. The Company recorded this additional investment in Other real estate investments on the Company’s Consolidated Balance Sheets and will continue to account for its investment in this joint venture under the equity method of accounting. During the yearyears ended December 31, 2014 and 2013, the Company recorded $16.5 million in equity losses from operations in this joint venture of $5.8 million and $16.5 million, respectively, which is included in Equity in income from other real estate investments, net on the Company’s Consolidated Statements of Income. As such, the Company’s investment in its Albertsons joint venture as of December 31, 2014 and 2013, was $0.0 million and $5.8 million.million, respectively. Also included in this $70.8 million aggregate funding is the Company’s contribution of $14.9 million to fund its 15% noncontrolling investment in NAI Group Holdings Inc., a C-corporation, to acquire four grocery banners (Shaw’s, Jewel-Osco, Acme and Star Market) totaling 456 locations from SVU. The Company recorded this investment in Other assets on the Company’s Consolidated Balance Sheets and will accountaccounts for this investment under the cost method of accounting. Additionally, as part of this overall funding, the Company acquired 8.2 million shares of SVU common stock for $33.6 million, which is recorded in Marketable securities on the Company’s Consolidated Balance Sheets.

 

During 2012, the Albertsons joint venture distributed $50.3 million of which the Company received $6.9 million, which was recognized as income from cash received in excess of the Company’s investment, before income tax, and is included in Equity in income from other real estate investments, net on the Company’s Consolidated Statements of Income.

 

InvestmentIn January 2015, the Company invested an additional $85.3 million of new equity in Retail Store Leases -

The Company has intereststhe Company’s Albertsons joint venture to facilitate the acquisition of Safeway Inc. by the Cerberus lead consortium. As a result, Kimco now holds a 9.8% ownership interest 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 thecombined company which operates 2,230 stores pursuant to net lease agreements. Income from the investment in these retail store leases during the years ended December 31, 2013, 2012 and 2011, was $0.9 million, $0.9 million and $0.8 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2013, 2012 and 2011, of $3.6 million, $3.9 million and $5.1 million, respectively, less related expenses of $2.7 million, $3.0 million and $4.3 million, respectively. The Company's future minimum revenues under the terms of all non-cancelable tenant subleases and future minimum obligations through the remaining terms of its retail store leases, assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2014, $3.9 and $2.4; 2015, $3.1 and $2.0; 2016, $2.7 and $1.7; 2017, $2.1 and $1.2; 2018, $1.5 and $0.7, and thereafter, $0.09 and $0.06, respectively.across 34 states.

 

Leveraged Lease -

 

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

 


As of December 31, 2013,2014, 19 of these properties were sold, whereby the proceeds from the sales were used to pay down the$32.3 million in mortgage debt by $32.3 million and the remaining 11 properties wereremain encumbered by third-party non-recourse debt of $17.9$11.2 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease.

 

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

 

At December 31, 20132014 and 2012,2013, the Company’s net investment in the leveraged lease consisted of the following (in millions):

 

  

2014

  

2013

 

Remaining net rentals

 $8.3  $15.9 

Estimated unguaranteed residual value

  30.3   30.3 

Non-recourse mortgage debt

  (10.1)  (16.1)

Unearned and deferred income

  (12.9)  (19.9)

Net investment in leveraged lease

 $15.6  $10.2 

  

2013

  

2012

 

Remaining net rentals

 $15.9  $24.0 

Estimated unguaranteed residual value

  30.3   30.3 

Non-recourse mortgage debt

  (16.1)  (19.0)

Unearned and deferred income

  (19.9)  (27.6)

Net investment in leveraged lease

 $10.2  $7.7 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

9.   Variable Interest Entities:Entities:

 

Consolidated Ground-Up Development Projects

 

Included within the Company’s ground-up development projects at December 31, 2013, are two entities2014, is an entity that are VIEs,is a VIE, for which the Company is the primary beneficiary. These entities wereThis entity was established to develop real estate property to hold as a long-term investments.investment. The Company’s involvement with these entitiesthis entity is through its majority ownership and management of the properties. The entities wereproperty. This entity was deemed VIEsa VIE 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 entitiesthis entity was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was the primary beneficiary of these VIEsthis VIE as a result of its controlling financial interest.

 

At December 31, 2013,2014, total assets of thesethis ground-up development VIEsVIE were $88.3$77.7 million and total liabilities were $0.1 million. The classification of these assets is primarily within Real estate under development in the Company’s Consolidated Balance Sheets and the classifications of liabilities are primarily within Accounts payable and accrued expenses on the Company’s Consolidated Balance Sheets.

 

Substantially all of the projected development costs to be funded for thesethis ground-up development VIEs,VIE, aggregating $33.7$32.8 million, will be funded with capital contributions from the Company and by the outside partners, when contractually obligated. The Company has not provided financial support to these VIEsthis VIE that it was not previously contractually required to provide.

 

Unconsolidated Ground-Up Development

 

Also included within the Company’s ground-up development projects at December 31, 2013,2014, is an unconsolidated joint venture, which isholds a VIE for which the Company is not the primary beneficiary. This joint venture isentity was primarily established to develop real estate property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support.  The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period.  The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partner and therefore does not have a controlling financial interest.

 


The Company’s investment in this VIE was $18.2$35.1 million as of December 31, 2013,2014, which is included in RealInvestments and advances in real estate under developmentjoint ventures in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $19.6$35.1 million, which primarily represents the Company’s current investment and estimated future funding commitments of $1.4 million.investment.  The Company has not provided financial support to this VIE that it was not previously contractually required to provide.  All future costs of development will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages.

 

Unconsolidated Redevelopment Investment

 

Included in the Company’s joint venture investments at December 31, 2013,2014, is one unconsolidated joint venture, which is a VIE for which the Company is not the primary beneficiary. This joint venture was primarily established to redevelop real estate property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as redevelopment costs are funded by the partners throughout the construction period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partners and therefore does not have a controlling financial interest.

 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

As of December 31, 2013,2014, the Company’s investment in this VIE was a negative $11.1$9.9 million, due to the fact that the Company had a remaining capital commitment obligation, which is included in Other liabilities in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $11.1$9.9 million, which is the remaining capital commitment obligation. The Company has not provided financial support to this VIE that it was not previously contractually required to provide. All future costs of redevelopment will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages.

 

10.  Mortgages and Other Financing Receivables:

 

The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the Company. For a complete listing of the Company’s mortgages and other financing receivables at December 31, 2013,2014, 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, 20112012 to December 31, 20132014 (in thousands):

 

 

2013

  

2012

  

2011

  

2014

  

2013

  

2012

 

Balance at January 1

 $70,704  $102,972  $108,493  $30,243  $70,704  $102,972 

Additions:

                        

New mortgage loans

  8,527   29,496   14,297   52,728   8,527   29,496 

Additions under existing mortgage loans

  7,810   895   -   -   7,810   895 

Write-off of loan discounts

  286   -   - 

Foreign currency translation

  -   1,181   -   -   -   1,181 

Amortization of loan discounts

  653   247   247   126   653   247 

Deductions:

                        

Loan repayments/foreclosures

  (53,640)  (60,740)  (15,803)

Loan repayments

  (7,330)  (28,068)  (60,740)

Loan foreclosures

  -   (25,572)  - 

Charge off/foreign currency translation

  (1,260)  (430)  (863)  (1,066)  (1,260)  (430)

Collections of principal

  (2,529)  (2,861)  (3,345)  (972)  (2,529)  (2,861)

Amortization of loan costs

  (22)  (56)  (54)  (2)  (22)  (56)

Balance at December 31

 $30,243  $70,704  $102,972  $74,013  $30,243  $70,704 

 

The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2013,2014, the Company had a total of 16 loans aggregating $30.2$74.0 million all of which were identified as performing loans.

 

During 2013, the Company foreclosed on two non-performing loans, in separate transactions, for an aggregate $25.6 million. As such, the Company acquired 59.24 acres of undeveloped land located in Westbrook, Maine (which was sold in 2014 at price which approximated its carrying value) and 427 acres of undeveloped land located in Brantford, Ontario, which was the collateral under each of the respective loans. The carrying values of the mortgage receivables did not exceed the fair values of the underlying collateral upon foreclosure.

 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

11.  Marketable Securities:

 

The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 20132014 and 2012,2013, are as follows (in thousands):

 

  

December 31, 2014

 
  

AmortizedCost

  

GrossUnrealized

Gains/Losses

  

Estimated

Fair Value

 

Available-for-sale:

            

Equity securities

 $41,462  $46,197  $87,659 

Held-to-maturity:

            

Debt securities

  2,576   (200)  2,376 

Totalmarketable securities

 $44,038  $45,997  $90,035 
 December 31, 2013  December 31, 2013 
 

Amortized Cost

  

Gross Unrealized

Gains

  

Estimated

Fair Value

  

AmortizedCost

  

GrossUnrealized

Gains

  

Estimated

Fair Value

 

Available-for-sale:

                        

Equity securities

 $33,728  $25,995  $59,723  $33,728  $25,995  $59,723 

Held-to-maturity:

                        

Debt securities

  3,043   59   3,102   3,043   59   3,102 

Totalmarketable securities

 $36,771  $26,054  $62,825  $36,771  $26,054  $62,825 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

  December 31, 2012 
  

Amortized Cost

  

Gross Unrealized

Gains

  

Estimated

Fair Value

 

Available-for-sale:

            

Equity securities

 $14,205  $19,223  $33,428 

Held-to-maturity:

            

Debt securities

  3,113   284   3,397 

Totalmarketable securities

 $17,318  $19,507  $36,825 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

During 2014, 2013 2012 and 2011,2012, the Company received $3.8 million, $26.4 million $0.2 million and $188.0$0.2 million in proceeds from the sale/redemption of certain marketable securities, respectively. In connection with these transactions, during 2014, 2013 2012 and 20112012 the Company recognized (i) gross realizable gains of $0.0 million, $12.1 million and $0.0 million, respectively, and (ii) gross realizable losses of $0.1 million, $0.0 million and $0.8 million, respectively, (ii) foreign currency gains of $0.0 million, $0.0 million and $1.6 million, respectively, and (iii) gross realizable losses of $0.0 million, $0.0 million and $0.3 million, respectively.

 

As of December 31, 2013,2014, the contractual maturities of debt securities classified as held-to-maturity are as follows: after one year through five years, $2.2$1.8 million; and after five years through 10 years, $0.8 million. Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.

 

12.  Notes Payable:

 

As of December 31, 20132014 and 20122013 the Company’s Notes Payable consisted of the following (dollars in millions):

 

 

Balance at 12/31/13

  

Interest Rate Range (Low)

  

Interest Rate Range (High)

 

Maturity Date Range (Low)

 

Maturity Date Range (High)

 

Balance at

12/31/14

 

Interest Rate

Range (Low)

 

Interest Rate

Range (High)

 

Maturity

Date Range

(Low)

 

Maturity

Date Range

(High)

Senior Unsecured Notes

 $1,140.9   3.13%   6.88% 

Jun-2014

 

Jun-2023

$

1,540.9

 

3.13%

 

6.88%

 

Sep-2015

 

Jun-2023

Medium Term Notes

  1,044.6   4.30%   5.78% 

Jun-2014

 

Feb-2018

 

850.0

 

4.30%

 

5.78%

 

Feb-2015

 

Feb-2018

U.S. Term Loan (d)(e)

  400.0  

(a)

  

(a)

 

Apr-2014

 

Apr-2014

 

400.0

 

(a)

 

(a)

 

Apr-2015

 

Apr-2015

Canadian Notes Payable

  329.5   3.86%   5.99% 

Apr-2018

 

Aug-2020

 

301.3

 

3.86%

 

5.99%

 

Apr-2018

 

Aug-2020

Credit Facility

  194.5  

(a)

  

(a)

 

Oct-2015

 

Oct-2015

 

100.0

 

(b)

 

(b)

 

Apr-2018

 

Apr-2018

Mexican Term Loan

  76.5  

(c)

  

(c)

 

Mar-2018

 

Mar-2018

 $3,186.0            

$

3,192.2

        

 

 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

  

Balance at 12/31/12

  

Interest Rate Range (Low)

  

Interest Rate Range (High)

 

Maturity Date Range (Low)

 

Maturity Date Range (High)

Senior Unsecured Notes

 $965.9   4.70%   6.88%  

Jan-2013

 

Oct-2019

Medium Term Notes

  1,144.6   4.30%   5.78%  

Oct-2013

 

Feb-2018

U.S. Term Loan  400.0  (a)  (a) Apr-2014 Apr-2014

Canadian Notes Payable

  352.4   5.18%   5.99%  

Aug-2013

 

Apr-2018

Credit Facility  249.9  (a)  (a) Oct-2015 Oct-2015

Mexican Term Loan

  76.9   8.58%   8.58%  

Mar-2013

 

Mar-2013

Other Notes Payable  2.4  (b)  (b) Jan-2013 Sept-2013
  $3,192.1             

 

 

Balance at

12/31/13

 

Interest Rate

Range (Low)

 

Interest Rate

Range (High) 

 

Maturity

Date Range

(Low)

 

Maturity

Date Range

(High)

Senior Unsecured Notes

$

1,140.9

 

3.13%

 

6.88%

 

Jun-2014

 

Jun-2023

Medium Term Notes

 

1,044.6

 

4.30%

 

5.78%

 

Jun-2014

 

Feb-2018

U.S. Term Loan (d)

 

400.0

 

(a)

 

(a)

 

Apr-2014

 

Apr-2014

Canadian Notes Payable

 

329.5

 

3.86%

 

5.99%

 

Apr-2018

 

Aug-2020

Credit Facility

 

194.5

 

(a)

 

(a)

 

Oct-2015

 

Oct-2015

Mexican Term Loan 

 

76.5

 

(c)

 

(c)

 

Mar-2018

 

Mar-2018

 

$

3,186.0

        

 

(a)     Interest rate is equal to LIBOR + 1.05% (1.22%(1.21% and 1.26%1.22% at December 31, 20132014 and 2012,2013, respectively).

(b)     Interest rate is equal to LIBOR + 3.50% (5.50%.925% (1.09% at December 31, 2012)2014).

(c)     Interest rate is equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.15% at December 31, 2013).

(d)     During January 2014, the Company exercised its one-year extension option to extend the maturity date to April 17, 2015.

(e)     During January 2015, the Company repaid its $400.0 million term loan which was scheduled to mature in 2015 with a new $650.0 million unsecured term loan that bears interest at a rate equal to LIBOR + .95% and is scheduled to mature in 2017, with three one-year extensions at the Company’s discretion.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The weighted-average interest rate for all unsecured notes payable is 4.37%4.17% as of December 31, 2013.2014. The scheduled maturities of all unsecured notes payable as of December 31, 2013,2014, were as follows (in millions): 2014, $694.7; 2015, $544.5;$750.0; 2016, $300.0; 2017, $290.9; 2018, $517.7$529.1; 2019, $300.0 and thereafter, $838.2.$1,022.2.

 

Senior Unsecured Notes/Notes/ Medium Term Notes

 

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

 

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

 

The Company had a MTN program pursuant to which it offered for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company's debt maturities.

 

Interest on the Company’s fixed-rate senior unsecured notes and medium term notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of neighborhood and community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.

During April 2014, the Company issued $500.0 million of 7-year Senior Unsecured Notes at an interest rate of 3.20% payable semi-annually in arrears which are scheduled to mature in May 2021. The Company used the net proceeds from this issuance of $495.4 million, after deducting the underwriting discount and offering expenses, for general corporate purposes including reducing borrowings under the Company’s revolving credit facility and repayment of maturing debt. In connection with this issuance, the Company entered into a seventh supplemental indenture which, among other things, revised, for all securities created on or after the date of the seventh supplemental indenture, the definition of Unencumbered Total Asset Value, used to determine compliance with certain covenants within the indenture.

 

During May 2013, the Company issued $350.0 million of 10-year Senior Unsecured Notes at an interest rate of 3.125% payable semi-annually in arrears which are scheduled to mature in June 2023. Net proceeds from the issuance were $344.7 million, after related transaction costs of $0.5 million. The proceeds from this issuance were used for general corporate purposes including the partial reduction of borrowings under the Company’s revolving credit facility and the repayment of $75.0 million senior unsecured notes which matured in June 2013.

 

During July 2013, a wholly-owned subsidiary of the Company issued $200.0 million Canadian denominated (“CAD”) Series 4 unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are scheduled to mature on August 4, 2020. Proceeds from the notes were used to repay the Company’s CAD $200.0 million 5.180% unsecured notes, which matured on August 16, 2013.

 

During the years ended December 31, 20132014 and 2012,2013, the Company repaid the following notes (dollars in millions):

Type

 

Date Issued

 Amount Repaid  

Interest Rate

  

Maturity Date

 

Date Paid

Date Issued

 

Amount

Repaid

  

Interest Rate

 

Maturity

Date

Date Paid

MTN

 

Oct-03

 $100.0   5.19%  

Oct-13

 

Oct-13

Jun-05

 $194.6   4.82% 

Jun-14

Jun-14

Senior Note

 

Oct-06

 $75.0   4.70%  

Jun-13

 

Jun-13

Oct-06

 $100.0   5.95% 

Jun-14

Jun-14

MTN

Oct-03

 $100.0   5.19% 

Oct-13

Oct-13

Senior Note

 

Oct-06

 $100.0   6.125%  

Jan-13

 

Jan-13

Oct-06

 $75.0   4.70% 

Jun-13

Jun-13

Senior Note

 

Nov-02

 $198.9   6.00%  

Nov-12

 

Nov-12

Oct-06

 $100.0   6.125% 

Jan-13

Jan-13

MTN

 

July-02

 $17.0   5.98%  

July-12

 

July-12

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Credit Facility –

 

TheDuring March 2014, the Company hasestablished a new $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in October 2015 and has a one-year extension option.March 2018 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2019. This Credit Facility replaced the Company’s then existing $1.75 billion unsecured revolving credit facility provides fundswhich was scheduled to finance general corporate purposes, including (i) property acquisitions, (ii) investmentsmature in the Company’s institutional management programs, (iii) development and redevelopment costs and (iv) any short-term working capital requirements. InterestOctober 2015. The Credit Facility, which can be increased to $2.25 billion through an accordion feature, accrues interest at a rate of LIBOR plus 92.5 basis points on borrowings underdrawn funds. In addition, the Credit Facility accrues at LIBOR plus 1.05% and fluctuates in accordance with changes in the Company’s senior debt ratings and hasincludes a facility fee of 0.20% per annum. As part of this Credit Facility, the Company has a competitive bid option whereby the Company could auction up to $875.0 million of its requested borrowings to the bank group. This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread. In addition, as part of the Credit Facility, the Company has a $500.0$500 million sub-limit which provides itthe Company the opportunity to borrow in alternative currencies such asincluding Canadian Dollars,dollars, British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. As of December 31, 2013,2014, the Credit Facility had a balance of $194.5$100.0 million outstanding and $3.3$1.0 million appropriated for letters of credit.

 

      U.S. Term Loan -

 

TheAs of December 31, 2014, the Company hashad a $400.0 million unsecured term loan with a consortium of banks, which accruesaccrued interest at LIBOR plus 105 basis points. TheThis term loan iswas scheduled to mature in April 2014, with three additional one-year options to extend the maturity date, at the Company’s discretion, to April 17, 2017.  ProceedsDuring January 2014, the Company exercised the first of its one-year extension options to extend the maturity date to April 17, 2015. During January 2015, the Company entered into a new $650.0 million unsecured term loan credit facility which is scheduled to mature in January 2017, with three one-year extension options at the Company’s discretion, and accrues interest at a spread (currently 0.95%) to LIBOR or at the Company’s option at a base rate as defined per the agreement. The proceeds from thisthe new term loan were used forto repay the $400.0 million term loan and general corporate purposes including the repayment of maturing debt amounts.purposes. Pursuant to the terms of both the Credit Agreement,new term loan credit agreement and the prior term loan credit agreement, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios.  During January 2014, the Company exercised the first of its one-year extension options to extend the maturity date to April 17, 2015.

 

     Mexican Term Loan -

 

During March 2013, the Company entered into a new five year 1.0 billion Mexican peso term loan which iswas scheduled to mature in March 2018. This term loan bearsbore interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.15% as of December 31, 2013). The Company hashad the option to swap this rate to a fixed rate at any time during the term of the loan.  The Company used these proceeds to repay its 1.0 billion MXN term loan, which matured in March 2013 and bore interest at a fixed rate of 8.58%. As of December 31, 2013, the outstanding balance on this newThis 1.0 billion MXN term loan (USD $76.3 million) was MXN 1.0 billion (USD $76.5 million).fully repaid during September 2014. 

 

13.  Mortgages Payable:

During 2014, the Company (i) assumed $742.0 million of individual non-recourse mortgage debt relating to the acquisition of 53 operating properties, including an increase of $39.4 million associated with fair value debt adjustments (ii) paid off $328.0 million of mortgage debt that encumbered 21 operating properties and (iii) obtained $15.7 million of individual non-recourse debt relating to one operating property.

 

During 2013, the Company (i) assumed $284.9 million of individual non-recourse mortgage debt relating to the acquisition of nine operating properties, including an increase of $5.8 million associated with fair value debt adjustments, (ii) paid off $256.3 million of mortgage debt that encumbered 14 properties and (iii) obtained $36.0 million of individual non-recourse debt relating to three operating properties.

 

During 2012, the Company (i) assumed $185.3 million of individual non-recourse mortgage debt relating to the acquisition of seven operating properties, including an increase of $6.1 million associated with fair value debt adjustments, (ii) paid off $284.8 million of mortgage debt that encumbered 19 properties and (iii) assigned five mortgages aggregating $17.1 million in connection with property dispositions.

Mortgages payable, collateralized by certain shopping center properties and related tenants' leases, are generally due in monthly installments of principal and/or interest, which mature at various dates through 2035. Interest rates range from LIBOR (0.14%(0.08% as of December 31, 2013)2014) to 9.75% (weighted-average interest rate of 5.88%5.58% as of December 31, 2013)2014). The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable, excluding unamortized fair value debt adjustments of $10.7$40.1 million, as of December 31, 2013,2014, were as follows (in millions): 2014, $143.5; 2015, $176.2;$157.2; 2016, $291.2;$363.4; 2017, $178.0;$457.6; 2018, $54.9$73.1; 2019, $10.0 and thereafter, $180.9.$326.7.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

14.  Noncontrolling Interests:

 

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

 

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

 

The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired partially through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value adjustment of $15.1 million (collectively, the "Units"). The Company is restricted from disposing of these assets, other than through a tax free transaction until November 2015. The Units and related annual cash distribution rates consisted of the following:

 

Type

 

Number of Units Issued

  

Par Value Per Unit

  

Return Per Annum

  

Number of Units Issued

  

Par Value Per Unit

  

Return Per Annum

 

Preferred A Units (1)

  81,800,000  $1.00   7.0%    81,800,000  $1.00   7.0% 

Class A Preferred Units (1)

  2,000  $10,000  LIBOR plus2.0%   2,000  $10,000  LIBORplus 2.0% 

Class B-1 Preferred Units (2)

  2,627  $10,000   7.0%    2,627  $10,000   7.0% 

Class B-2 Preferred Units (1)

  5,673  $10,000   7.0%    5,673  $10,000   7.0% 

Class C DownReit Units (2)

  640,001  $30.52  

Equal to the Company’s common stock dividend

   640,001  $30.52  

Equal to the Company’s common stock dividend

 

 

 

(1)

These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.

 

(2)

These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock, based upon the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets.

 

The following Units have been redeemed for cash as of December 31, 2013:2014:

Type

 

Units Redeemed

  

Par Value Redeemed

(in millions)

 

Preferred A Units

  2,200,000  $2.2 

Class A Preferred Units

  2,000  $20.0 

Class B-1 Preferred Units

  2,438  $24.4 

Class B-2 Preferred Units

  5,576  $55.8 

Class C DownReit Units

  61,804  $1.9 

 

Noncontrolling interest relating to the remaining units was $111.4$111.6 million and $110.8$111.4 million as of December 31, 20132014 and 2012,2013, respectively.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company owns two shopping center properties located in Bay Shore, NY and Centereach, NY. Included in Noncontrolling interests was $41.6 million, including a discount of $0.3 million and a fair market value adjustment of $3.8 million, in redeemable units, issued by the Company in connection with the acquisition of these properties. These units and related annual cash distribution rates consist of the following:

 

Type

 

Number of Units Issued

  

Par Value Per Unit

  

Return Per Annum

  

Number of Units Issued

  

Par Value Per Unit

  

Return Per Annum

 

Class A Units (1)

  13,963  $1,000   5.0%   13,963   $1,000   5.0% 

Class B Units (2)

  647,758  $37.24  

Equal to the Company’s common stock dividend

   647,758   $37.24   Equal to the Company’s common stock dividend 

 

 

(1)

These units are redeemable for cash by the holder or callable by the Company any time after April 3, 2016 and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.

 

(2)

These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a ratio of 1:1 and are callable by the Company any time after April 3, 2026. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets.

 

During 2012, all 13,963 Class A Units were redeemed by the holder in cash. Additionally, during 2007, 30,000 units, or $1.1 million par value, of the Class B Units were redeemed by the holder in cashand at the Company's option of the Company.settled in cash. As of December 31, 20132014 and 2012,2013, noncontrolling interest relating to the unitsremaining Class B Units was $26.4 million.

 

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

 

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years ended December 31, 20132014 and 20122013 (in thousands):

 

  

2014

  

2013

 

Balance at January 1,

 $86,153  $81,076 

Issuance of redeemable partnership interests (1) (2)

  4,943   5,223 

Unit redemptions

  -   - 

Fair market value adjustment, net

  225   (225)

Other

  159   79 

Balance at December 31,

 $91,480  $86,153 

  

2013

  

2012

 

Balance at January 1,

 $81,076  $95,074 

Issuance of redeemable units (1)

  5,223   - 

Unit redemptions

  -   (13,998)

Fair market value adjustment, net

  (225)  - 

Other

  79   - 

Balance at December 31,

 $86,153  $81,076 

(1) During the year ended December 31, 2014, the Company acquired a 65.4% controlling ownership interest in an operating property and the seller retained a 34.6% noncontrolling interest in the property. The partner has the ability to put its partnership interest to the Company at any time after March 2015. As such, the Company has recorded the partners’ share of the property’s fair value of $4.9 million as Redeemable noncontrolling interests

 

(1)

(2) During the year ended December 31, 2013, the Company issued 5,223 redeemable units valued at $5.2 million relating to the acquisition of an operating property. These units at $5.2 million of redeemable units, which are redeemable at the option of the holder after one year from issuance and earn a yield of 6% per annum.

 

15.  Fair Value Disclosure of Financial Instruments:

 

All financial instruments of the Company are reflected in the accompanying Condensed Consolidated Balance Sheets at amounts which, in management’s estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are disclosed.  The valuation method used to estimate fair value for fixed-rate and variable-rate debt is based on discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan amounts and debt maturities.  The fair values for marketable securities are based on published orvalues, securities dealers’ estimated market values.values or comparable market sales.  Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

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).

 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in thousands):

 

 

December 31,

  

December 31,

 
 

2013

  

2012

  

2014

  

2013

 
 

Carrying

Amounts

  

Estimated

Fair Value

  

Carrying

Amounts

  

Estimated

Fair Value

  

Carrying

Amounts

  

Estimated

Fair Value

  

Carrying

Amounts

  

Estimated

Fair Value

 
                                

Marketable Securities (1)

 $62,766  $62,824  $36,541  $36,825  $90,235  $90,035  $62,766  $62,824 

Notes Payable (2)

 $3,186,047  $3,333,614  $3,192,127  $3,408,632  $3,192,167  $3,334,361  $3,186,047  $3,333,614 

Mortgages Payable (3)

 $1,035,354  $1,083,801  $1,003,190  $1,068,616  $1,428,131  $1,485,041  $1,035,354  $1,083,801 

 

(1) As of December 31, 2014 and 2013, the Company determined that $87.7 million and $59.7 million respectively, of these assets’the Marketable securities estimated fair value were classified within Level 1 of the fair value hierarchy and the remaining $2.3 million and $3.1 million, respectively, were classified within Level 3 of the fair value hierarchy.

(2) The Company determined that its valuation of these Notes payablePayable was classified within Level 2 of the fair value hierarchy. 

(3) The Company determined that its valuation of these liabilitiesMortgages Payable was classified within Level 3 of the fair value hierarchy. 

 

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

 

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

 

The Company from time to time has used interest rate swaps to manage its interest rate risk. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).  The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.  Based on these inputs, the Company has determined that interest rate swap valuations are classified within Level 2 of the fair value hierarchy. The Company did not have any interest rate swaps as of December 31, 2013.

 

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 20132014 and 2012,2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

Assets measured at fair value on a recurring basis at December 31, 2014 and 2013 (in thousands):

  

Balance at

December 31, 2014

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                

Marketable equity securities

 $87,659  $87,659  $-  $- 

Liabilities:

                

Interest rate swaps

 $1,404  $-  $1,404  $- 

  

Balance at

December 31, 2013

  

Level 1

  

Level 2

  

Level 3

 
                 

Marketable equity securities

 $59,723  $59,723  $-  $- 

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Assets measured at fair value on a recurring basis at December 31, 2013 and 2012 (in thousands):

  

Balance at

December 31, 2013

  

Level 1

  

Level 2

  

Level 3

 
                 

Marketable equity securities

 $59,723  $59,723  $-  $- 

  

Balance at

December 31, 2012

  

Level 1

  

Level 2

  

Level 3

 
                 

Marketable equity securities

 $33,428  $33,428  $-  $- 

Assets measured at fair value on a non-recurring basis at December 31, 20132014 and 20122013 are as follows (in thousands):

 

  

Balance at

December 31, 2013

  

Level 1

  

Level 2

  

Level 3

 
                 

Real estate

 $217,529  $-  $-  $217,529 

Joint venture investments

 $59,693  $-  $-  $59,693 

Other real estate investments

 $2,050  $-  $-  $2,050 

Cost method investment

 $4,670  $-  $-  $4,670 

  

Balance at

December 31, 2014

  

Level 1

  

Level 2

  

Level 3

 
                 

Real estate

 $80,270  $-  $-  $80,270 

 

  

Balance at

December 31, 2012

  

Level 1

  

Level 2

  

Level 3

 
                 

Real estate

 $52,505  $-  $-  $52,505 

  

Balance at

December 31, 2013

  

Level 1

  

Level 2

  

Level 3

 
                 

Real estate

 $217,529  $-  $-  $217,529 

Joint venture investments

 $59,693  $-  $-  $59,693 

Other real estate investments

 $2,050  $-  $-  $2,050 

Cost method investment

 $4,670  $-  $-  $4,670 

 

During the year ended December 31, 2014, the Company recognized impairment charges of $217.8 million, of which $178.0 million, before income tax benefits of $1.7 million, is included in discontinued operations. These impairment charges consist of (i) $118.4 million related to adjustments to property carrying values, (ii) the release of cumulative foreign currency translation loss of $92.9 million relating to the substantial liquidation of the Company’s investment in Mexico, (iii) $4.8 million related to a cost method investment and (iv) $1.6 million related to a preferred equity investment. During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million, of which $98.8$158.0 million, before income taxes, is included in discontinued operations. These impairment charges consist of (i) $175.6 million related to adjustments to property carrying values, (ii) $10.4 million related to a cost method investment, (iii) $1.0 million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity investment.

The adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated hold period for such properties. During the second quarter ended June 30, 2014, the Company implemented a plan to accelerate its disposition of certain U.S. non-strategic properties. This plan effectively shortened the Company’s anticipated hold period for these properties and as a result the Company recognized impairment charges on certain operating properties.

The Company’s estimated fair values for the year ended December 31, 2012, the Company recognized impairment charges related to adjustments2014, as it relates to property carrying values were primarily based upon (i) estimated sales prices from third party offers based on signed contracts or letters of $59.6intent (this method was used to determine $88.2 million of the $118.4 million in impairments recognized during the year ended December 31, 2014), for which $49.3the Company does not have access to the unobservable inputs used to determine these estimated fair values, and (ii) discounted cash flow models (this method was used to determine $30.2 million before income taxesof the $118.4 million in impairments recognized during the year ended December 31, 2014). The discounted cash flow models include all estimated cash inflows and noncontrolling interests, is includedoutflows over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and expectations for growth. The capitalization rates primarily ranging from 7.0% to 12.5% and discount rates primarily ranging from 7.5% to 13.5% which were utilized in discontinued operations.the models were based upon observable rates that the Company believes to be within a reasonable range of current market rates for each respective investments.

The Company’s estimated fair value as it relates to the cost method investment, was based upon a discounted cash flow model. The discounted cash flow model includes all estimated cash inflows and outflows over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and expectations for growth. The capitalization rate of 6.0% and discount rate of 9.1% which were utilized in this model were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective investment.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company’s estimated fair values for the year ended December 31, 2013, were primarily based upon (i) estimated sales prices from third party offers based on signed contracts relating to property carrying values and joint venture investments and (ii) a discounted cash flow model relating to the Company’s cost method investment. The Company does not have access to the unobservable inputs used by the third parties to determine these estimated fair values. The discounted cash flows model includes all estimated cash inflows and outflows over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and expectations for growth. The capitalization rate of 6.0% and discount rate of 9.5% which were utilized in this model were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective investments.

 

The Company’s estimated fair values for the year ended December 31, 2012, relating to the real estate assets measured on a non-recurring basis, which were non-retail assets, were based upon estimated sales prices from third party offers and comparable sales values ranging from $1.1 million to $42.0 million. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values (see footnote 6 for additional discussion related to these assets).  

Based on these inputs the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy. The property carrying value impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions.

 

 

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

 

Preferred Stock –

 

The Company’s outstanding Preferred Stock is detailed below (in thousands, except share information and par values):

 

As of December 31, 2013 and 2012

 

As of December 31, 2014 and 2013

As of December 31, 2014 and 2013

 

Series of Preferred Stock

 

Shares Authorized

  

Shares Issued and Outstanding

  Liquidation Preference  

Dividend Rate

  Annual Dividend per Depositary Share  

Par Value

  

Shares

Authorized

  

Shares

Issued and Outstanding

  

Liquidation Preference

  

Dividend

Rate

  

Annual

Dividend

per

Depositary

Share

  

Par Value

 

Series H

  70,000   70,000  $175,000   6.90%  $1.72500  $1.00   70,000   70,000  $175,000   6.90% $1.72500  $1.00 

Series I

  18,400   16,000   400,000   6.00%  $1.50000  $1.00   18,400   16,000   400,000   6.00% $1.50000  $1.00 

Series J

  9,000   9,000   225,000   5.50%  $1.37500  $1.00   9,000   9,000   225,000   5.50% $1.37500  $1.00 

Series K

  8,050   7,000   175,000   5.625%  $1.40625  $1.00   8,050   7,000   175,000   5.625% $1.40625  $1.00 
  105,450   102,000  $975,000               105,450   102,000  $975,000             

 

Series of

Preferred Stock

 

Date Issued

 

Depositary

Shares

Issued

 

Fractional

Interest per

Share

 

Net

Proceeds,

After

Expenses

(in millions)

  

Offering/

Redemption

Price

 

Optional

Redemption

Date

                 

Series H (1)

 

8/30/2010

  7,000,000 

1/100

 $169.2  $25.00 

8/30/2015

Series I (2)

 

3/20/2012

  16,000,000 

1/1000

 $387.2  $25.00 

3/20/2017

Series J (3)

 

7/25/2012

  9,000,000 

1/1000

 $217.8  $25.00 

7/25/2017

Series K (4)

 

12/7/2012

  7,000,000 

1/1000

 $169.1  $25.00 

12/7/2017


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Series of Preferred Stock

 

Date Issued

 

Depositary Shares Issued

 

Fractional Interest per Share

 

Net Proceeds,After Expenses(in millions)

  Offering/ Redemption Price 

Optional Redemption Date

                 

Series H(1)

 

8/30/2010

  7,000,000 

1/100

 $169.2  $25.00 

8/30/2015

Series I (2)

 

3/20/2012

  16,000,000 

1/1000

 $387.2  $25.00 

3/20/2017

Series J (3)

 

7/25/2012

  9,000,000 

1/1000

 $217.8  $25.00 

7/25/2017

Series K (4)

 

12/7/2012

  7,000,000 

1/1000

 $169.1  $25.00 

12/7/2017

 

(1)

The net proceeds received from this offering were used to repay $150.0 million in mortgages payable and for general corporate purposes.

 

(2)

The net proceeds received from this offering were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility and the redemption of shares of the Company’s preferred stock.

 

(3)

The net proceeds received from this offering were used for the redemption of all the outstanding depositary shares representing the Company’s Class F preferred stock, which redemption occurred on August 15, 2012, as discussed below, with the remaining proceeds used towards the redemption of outstanding depositary shares representing the Company’s Class G preferred stock, which redemption occurred on October 10, 2012, as discussed below, and general corporate purposes.

 

(4)

The net proceeds received from this offering were used for general corporate purposes, including funding towards the repayment of maturing Senior Unsecured Notes.

 

The following Preferred Stock series were redeemed during the year ended December 31, 2012:

 

Series of Preferred Stock

 

Date Issued

 

Depositary Shares Issued

  

Redemption Amount

(in millions)

  

Offering/ Redemption Price

 

Optional Redemption Date

 

Actual Redemption Date

 

Date Issued

 

Depositary

Shares

Issued

  

Redemption

Amount

(in millions)

  

Offering/

Redemption

Price

 

Optional

Redemption

Date

 

Actual Redemption

Date

Series F (1)

 

6/5/2003

  7,000,000  $175.0  $  25.00 

6/5/2008

 

8/15/2012

 

6/5/2003

  7,000,000  $175.0  $  25.00 

6/5/2008

 

8/15/2012

Series G (2)

 

10/10/2007

  18,400,000  $460.0  $  25.00 

10/10/2012

 

10/10/2012

 

10/10/2007

  18,400,000  $460.0  $  25.00 

10/10/2012

 

10/10/2012

 

 

(1)

In connection with this redemption the Company recorded a non-cash charge of $6.2 million resulting from the difference between the redemption amount and the carrying amount of the Class F Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $6.2 million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per share for the year ended December 31, 2012.

 

(2)

In connection with this redemption the Company recorded a non-cash charge of $15.5 million resulting from the difference between the redemption amount and the carrying amount of the Class G Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $15.5 million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per share for the year ended December 31, 2012.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company’s Preferred Stock Depositary Shares for all series are not convertible or exchangeable for any other property or securities of the Company. 

 

Voting Rights - The Class H Preferred Stock, Class I Preferred Stock, Class J Preferred Stock and Class K Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.

 

As to any matter on which the Class H Preferred Stock may vote, including any actions by written consent, each share of the Class H Preferred Stock shall be entitled to 100 votes, each of which 100 votes may be directed separately by the holder thereof. With respect to each share of Class H Preferred Stock, the holder thereof may designate up to 100 proxies, with each such proxy having the right to vote a whole number of votes (totaling 100 votes per share of Class H Preferred Stock). As a result, each Class H Depositary Share is entitled to one vote.

 

As to any matter on which the Class I, J, or K Preferred Stock may vote, including any actions by written consent, each share of the Class I, J or K Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class I, J or K Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class I, J or K Preferred Stock). As a result, each Class I, J or K Depositary Share is entitled to one vote.

 

Liquidation Rights –

 

In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $2,500.00 Class H Preferred Stock per share, $25,000.00 Class I Preferred Stock per share, $25,000.00 Class J Preferred Stock per share and $25,000.00 Class K Preferred Stock per share ($25.00 per each Class H, Class I, Class J and Class K Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights.

 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Common Stock –

 

The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares in connection with the exercise of stock options or the issuance of restricted stock awards. These share repurchases may occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. TheDuring 2014, 2013 and 2012, the Company did not repurchase anyrepurchased 128,147 shares, during144,727 shares and 106,010 shares respectively, in connection with common shares surrendered to the year ended December 31, 2013. DuringCompany to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock awards under the Company’s equity-based compensation plans. In addition, during the year ended December 31, 2012, the Company repurchased 1,635,823 shares of the Company’s common stock for $30.9 million, of which $22.6 million was provided to the Company from stock options exercised.

 

Convertible Units –

 

The Company has various types of convertible units that were issued in connection with the purchase of operating properties (see footnote 14). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2013,2014, is $33.2$41.0 million. The Company has the option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle in Common Stock, the unit holders would receive 1.6 million shares of Common Stock.   

 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

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

 

The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2014, 2013 2012 and 20112012 (in thousands):

 

2013

  

2012

  

2011

  

2014

  

2013

  

2012

 

Acquisition of real estate interests by assumption of mortgage debt

 $76,477  $179,198  $117,912  $210,232  $76,477  $179,198 

Acquisition of real estate interests through foreclosure

 $24,322  $-  $-  $-  $24,322  $- 

Acquisition of real estate interests by issuance of redeemable units

 $3,985  $-  $- 

Acquisition of real estate interests by issuance of redeemable units/partnership interests

 $8,219  $3,985  $- 

Acquisition of real estate interests through proceeds held in escrow

 $42,892  $-  $-  $179,387  $42,892  $- 

Proceeds held in escrow through sale of real estate interests

 $197,270  $-  $- 

Disposition of real estate interest by assignment of mortgage debt

 $-  $17,083  $-  $-  $-  $17,083 

Disposition of real estate through the issuance of unsecured obligation

 $3,513  $13,475  $14,297 

Disposition of real estate through the issuance of mortgage receivable

 $2,728  $3,513  $13,475 

Investment in real estate joint venture through contribution of real estate

 $35,080  $-  $- 

Decrease of noncontrolling interests through sale of real estate

 $17,650  $-  $- 

Issuance of common stock

 $9,213  $18,115  $4,941  $14,047  $9,213  $18,115 

Surrender of common stock

 $(3,891) $(2,073) $(596) $(4,051) $(3,891) $(2,073)

Declaration of dividends paid in succeeding period

 $104,496  $96,518  $92,159  $111,143  $104,496  $96,518 

Consolidation of Joint Ventures:

                        

Increase in real estate and other assets

 $228,200  $-  $-  $687,538  $228,200  $- 

Increase in mortgage payable

 $206,489  $-  $-  $492,318  $206,489  $- 

 

18.  Transactions with Related Parties:

 

The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint ventures in which certain stockholders of the Company have economic interests. Such services are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct costs incurred in connection with management of the centers. Reference is made to Footnotes 3, 4, 7 and 19 for additional information regarding transactions with related parties.

 

Ripco Real Estate Corp. (“Ripco”) business activities include serving as a leasing agent and representative for national and regional retailers including Target, Best Buy, Kohls and many others, providing real estate brokerage services and principal real estate investing. Mr. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Mr. Milton Cooper, Executive Chairman of the Board of Directors of the Company. During 2014, 2013 2012 and 2011,2012, the Company paid brokerage commissions of $0.3 million, $0.6 million $0.8 million and $0.5$0.8 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.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Additionally, the Company held joint venture investments with Ripco in which the Company and Ripco each held 50% noncontrolling interests. The Company accounted for its investment in these joint ventures under the equity method of accounting. During 2013, the one remaining joint venture investment with Ripco sold its only operating property for a sales price of $3.5 million, which was encumbered by a $2.8 million loan, which was guaranteed by the Company. As a result of this transaction the loan was fully repaid and the Company was relieved of the corresponding debt guarantee on the loan. As such, as of December 31, 2013 the Company no longer held any joint venture investments with Ripco.

 

ProHEALTH is a multi-specialty physician group practice offering one-stop health care. ProHEALTH’s CEO, Dr. David Cooper, M.D. is a son of Milton Cooper, Executive Chairman of the Company.  ProHEALTH and or its affiliates (“ProHEALTH”) have leasing arrangements with the Company whereby four property locations are currently under lease.  Total annual base rent for properties leased to ProHEALTH for the years ended December 31, 2014, 2013 and 2012 aggregated $0.7 million, $0.1 and $0.1 million, respectively.  The Company determined that the leasing terms for these leases are consistent with fair market rental values and that the transactions, taken as a whole, are no less favorable to the Company than terms available to an unaffiliated third party under similar circumstances.  


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

19.  Commitments and Contingencies:

 

Operations -

 

The Company and its subsidiaries are primarily engaged in the operation of shopping centers that are either owned or held under long-term leases that expire at various dates through 2095. The Company and its subsidiaries, in turn, lease premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants' sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels and percentage rents comprised 97%99% of total revenues from rental property for each of the three years ended December 31, 2014, 2013 2012 and 2011.2012.

 

The future minimum revenues from rental property under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2014, $704.8; 2015, $649.6;$749.5; 2016, $570.2;$683.6; 2017, $483.0;$589.6; 2018, $390.5$490.1; 2019, $402.1 and thereafter; $1,913.9.$1,849.2.

 

Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. The difference between the amount of rental income contracted through leases and rental income recognized on a straight-line basis before allowances for the years ended December 31, 2014, 2013 and 2012 and 2011 was $8.4 million, $4.8 million $6.2 million and $8.1$6.2 million, respectively.

 

Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Company’s shopping center portfolio for future years are as follows (in millions): 2014, $12.3; 2015, $11.3;$13.2; 2016, $10.4;$12.5; 2017, $9.9;$11.6; 2018, $8.8$10.3; 2019, $10.4 and thereafter, $164.4.$164.8.

 

Captive Insurance -

In October 2007, the Company formed a wholly-owned captive insurance company, Kimco Insurance Company, Inc., ("KIC"), which provides general liability insurance coverage for all losses below the deductible under our third-party policy. The Company entered into the Insurance Captive as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate, like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms.

Guarantees –

 

On a select basis, the Company had provided guarantees on interest bearing debt held within real estate joint.joint ventures. The Company is often provided with a back-stop guarantee from its partners. The Company had the following outstanding guarantees as of December 31, 20132014 (amounts in millions):

 

Name of Joint Venture

 

Amount of

Guarantee

  

Interest rate

  

Maturity,

with extensions

  

Terms

 

Type of debt

 

Amount of

Guarantee

  

Interest rate

  

Maturity,

with

extensions

  

Terms

 

Type of debt

                
InTown Suites Management, Inc. $139.7  LIBORplus1.15%   2015   (1) Unsecured credit facility $139.7  

LIBORplus1.15%

  2015  (1) 

Unsecured credit facility

                  

Victoriaville

 $2.3   3.92%    2020  

Jointly and severally with partner

 

Promissory note

 $2.1  3.92%  2020  

Jointly and severally with partner

 

Promissory note

Anthem K -12, LP

 $42.2  

Various (2)

  

Various (2)

  

Jointly and severally with partner

 

Promissory notes

 

(1)    During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company continues to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31, 2013). The guarantee is collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing directly from the Company to the buyer.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company continues to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31, 2014). The guarantee is collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing directly from the Company to the buyer. On February 24, 2015, the outstanding debt balance of $139.7 million was fully repaid and as such, the Company was relieved of its related commitments and guarantee. As a result, the Company will recognize the deferred gain of $21.7 million during the first quarter of 2015.

(2)

As of December 31, 2014, the interest rates range from 3.62% to 4.97% and maturity dates with extensions range from 2015 to 2022.

 

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

 

Letters of Credit -

 

The Company has issued letters of credit in connection with the completion and repayment guarantees for loans encumbering certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At December 31, 2013,2014, these letters of credit aggregated $31.9$24.9 million.

 

Other -

 

In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2013,2014, there were $21.1$22.0 million in performance and surety bonds outstanding.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the Foreign Corrupt Practices Act. The Company is cooperatingresponding to the subpoena and intends to cooperate fully with the SEC in this matter. The Company has also been notified that the U.S. Department of Justice (“DOJ”) is conducting a parallel investigation, and the Company expects that it will cooperateis cooperating with the DOJ investigation. At this point, we are unable to predict the duration, scope or result of the SEC or DOJ investigation.

 

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company as of December 31, 2013.2014.

 

 

20.  Incentive Plans:

 

The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share based payments to employees, including grants of employee stock options, restricted stock and performance shares, be recognized in the Statement of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method for performance shares, both of which are intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is calculated based on the price on the date of grant.

 

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing formula.  The assumption for expected volatility has a significant effect on the grant date fair value.  Volatility is determined based on the historical equity of common stock for the most recent historical period equal to the expected term of the options plus an implied volatility measure.  The expected term is determined using the simplified method due to the lack of exercise and cancelation history for the current vesting terms. During 2014, the Company did not grant any stock options. The more significant assumptions underlying the determination of fair values for options granted during 2013 2012 and 20112012 were as follows:

 

  

Year Ended December 31,

 
  

2013

  

2012

  

Weighted average fair value of options granted

 $5.04  $4.52  

Weighted average risk-free interest rates

  1.46%  1.04% 

Weighted average expected option lives (in years)

  6.25   6.25  

Weighted average expected volatility

  35.95%  37.53% 

Weighted average expected dividend yield

  3.85%  3.94% 

 

  Year Ended December 31, 
  

2013

  

2012

  

2011

 

Weighted average fair value of options granted

 $5.04  $4.52  $4.39 

Weighted average risk-free interest rates

  1.46%  1.04%  2.02%

Weighted average expected option lives (in years)

  6.25   6.25   6.25 

Weighted average expected volatility

  35.95%  37.53%  36.82%

Weighted average expected dividend yield

  3.85%  3.94%  3.98%
Information with respect to stock options under the Plan for the years ended December 31, 2014, 2013, and 2012 are as follows:

 

  

Shares

  

Weighted-

Average

Exercise Price

Per Share

  

Aggregate

Intrinsic

Value

(in millions)

 

Options outstanding, January 1, 2012

  17,110,592  $28.14  $8.0 

Exercised

  (1,495,432) $19.84     

Granted

  1,522,450  $18.78     

Forfeited

  (579,613) $28.73     

Options outstanding, December 31, 2012

  16,557,997  $28.42  $14.9 

Exercised

  (1,636,300) $23.15     

Granted

  1,354,250  $21.55     

Forfeited

  (901,802) $31.38     

Options outstanding, December 31, 2013

  15,374,145  $28.79  $13.1 

Exercised

  (1,474,432) $16.19     

Forfeited

  (2,005,952) $28.68     

Options outstanding, December 31, 2014

  11,893,761  $30.23  $29.8 

Options exercisable (fully vested)-

            

December 31, 2012

  12,830,255  $31.57  $7.7 

December 31, 2013

  12,039,439  $31.24  $8.2 

December 31, 2014

  10,159,570  $31.96  $19.9 

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Information with respect to stock options under the Plan for the years ended December 31, 2013, 2012, and 2011 are as follows:

  

Shares

  Weighted-AverageExercise Price

Per Share

  Aggregate Intrinsic Value(in millions) 

Options outstanding, January 1, 2011

  17,115,789  $28.32  $18.0 

Exercised

  (444,368) $14.71     

Granted

  1,888,017  $18.77     

Expired

  (655,748) $16.40     

Forfeited

  (793,098) $23.74     

Options outstanding, December 31, 2011

  17,110,592  $28.14  $8.0 

Exercised

  (1,495,432) $19.84     

Granted

  1,522,450  $18.78     

Forfeited

  (579,613) $28.73     

Options outstanding, December 31, 2012

  16,557,997  $28.42  $14.9 

Exercised

  (1,636,300) $23.15     

Granted

  1,354,250  $21.55     

Forfeited

  (901,802) $31.38     

Options outstanding, December 31, 2013

  15,374,145  $28.79  $13.1 

Options exercisable (fully vested)-

            

December 31, 2011

  12,459,598  $30.77  $3.9 

December 31, 2012

  12,830,255  $31.57  $7.7 

December 31, 2013

  12,039,439  $31.24  $8.2 

The exercise prices for options outstanding as of December 31, 2013,2014, range from $11.54 to $53.14 per share. The Company estimates forfeitures based on historical data. The weighted-average remaining contractual life for options outstanding as of December 31, 2013,2014, was 4.43.9 years. The weighted-average remaining contractual term of options currently exercisable as of December 31, 2013,2014, was 5.63.4 years. Options to purchase 9,251,021, 8,049,534 8,871,495 and 5,776,270,8,871,495, shares of the Company’s common stock were available for issuance under the Plan at December 31, 2014, 2013 2012 and 2011,2012, respectively. As of December 31, 2013,2014, the Company had 3,334,7061,734,191 options expected to vest, with a weighted-average exercise price per share of $19.50$20.11 and an aggregate intrinsic value of $1.9$9.9 million.

 

Cash received from options exercised under the Plan was $23.9 million, $30.2 million $22.6 million and $6.5$22.6 million for the years ended December 31, 2014, 2013 2012 and 2011,2012, respectively. The total intrinsic value of options exercised during 2014, 2013 and 2012, and 2011, was $9.4 million, $7.6 million, $7.0 million, and $1.5$7.0 million, respectively.

 

As of December 31, 2014, 2013 2012 and 2011,2012, the Company had restricted shares outstanding of 1,911,145, 1,591,082 and 1,562,912, respectively. Information with respect to restricted stock under the Plan for the years ended December 31, 2014, 2013, and 832,726,2012 are as follows:

  

2014

  

2013

  

2012

 
             

Restricted stock outstanding as of January 1,

  1,591,082   1,562,912   832,726 

Granted

  804,465   549,263   1,093,423 

Vested

  (418,309)  (430,378)  (357,987)

Forfeited

  (66,093)  (90,715)  (5,250)

Restricted stock outstanding as of December 31,

  1,911,145   1,591,082   1,562,912 

As of December 31, 2014, 2013 and 2012, the Company had performance share awards outstanding of 171,400, 185,200 and 197,700, respectively. The more significant assumptions underlying the determination of fair values for these awards granted during 2014, 2013 and 2012 were as follows:

  

Year Ended December 31,

 
  

2014

  

2013

  

2012

 

Stock price

 $21.49  $21.54  $18.78 

Dividend yield

  0%  0%  0%

Risk-free rate

  0.65%  0.14%  0.16%

Volatility

  25.93%  16.90%  38.31%

Term of the award (years)

  0.88, 1.88, 2.88   0.88   0.87 

 

The Company recognized expense associated with its equity awards of $17.9 million, $18.9 million $17.9 million and $16.9$17.9 million, for the years ended December 31, 2014, 2013 2012 and 2011,2012, respectively.  As of December 31, 2013,2014, the Company had $28.6$25.7 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plans.  That cost is expected to be recognized over a weighted average period of 3.53.0 years.

The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares in connection with the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open market purchases, privately negotiated transactions or otherwise, subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.  The Company did not repurchase shares during 2013. During 2012, the Company repurchased 1.6 million shares of the Company’s common stock for $30.9 million, of which $22.6 million was provided to the Company from options exercised. During 2011, the Company repurchased 333,998 shares of the Company’s common stock for $6.0 million, of which $4.9 million was provided to the Company from options exercised.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company maintains a 401(k) retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation (capped at $250,000)$170,000 per the plan), is fully vested and funded as of December 31, 2013.2014. The Company’s contributions to the plan were $2.1$2.2 million, $2.1 million, and $1.9$2.1 million for the years ended December 31, 2014, 2013 2012 and 2011,2012, respectively.

 

The Company recognized severance costs associated with employee terminations during the years ended December 31, 2014, 2013 and 2012 and 2011 of $6.3 million, $4.3 million and $5.8 million, and $1.7 million, respectively. The 2012 expense includes $2.5 million of severance costs related to the departure of an executive officer during January 2012.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

21.  Income Taxes:

 

The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992. To qualify as a REIT, the Company must meet several organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. Management intends to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income. If the Company failed to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be permitted to elect REIT status for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes. The Company is also subject to local taxes on certain Non-U.S. investments.

 

Reconciliation between GAAP Net Income and Federal Taxable Income:

 

The following table reconciles GAAP net income to taxable income for the years ended December 31, 2014, 2013 2012 and 20112012 (in thousands):

 

 2013  2012  2011 
 

 (Estimated)

  (Actual)  (Actual)  

2014

(Estimated)

  

2013

(Actual)

  

2012

(Actual)

 

GAAP net income attributable to the Company

 $236,281  $266,073  $169,051  $424,001  $236,281  $266,073 

Less: GAAP net income of taxable REIT subsidiaries

  (5,950)  (5,249)  (19,572)  (13,110)  (5,950)  (5,249)

GAAP net income from REIT operations (a)

  230,331   260,824   149,479   410,891   230,331   260,824 

Net book depreciation in excess of tax depreciation

  31,678   37,492   30,603   39,620   32,906   37,492 

Capitalized leasing/legal commissions

  (13,576)  -   (12,986)

Deferred/prepaid/above and below market rents, net

  (11,731)  (16,050)  (16,463)  (20,487)  (11,985)  (16,050)

Fair market value debt amortization

  (7,419)  (3,510)  (2,977)

Accounts receivable reserve

  (681)  (3,047)  (741)

Restricted stock

  (1,078)  (2,247)  (200)

Book/tax differences from non-qualified stock options

  (255)  1,774   9,879   (5,144)  (255)  1,774 

Book/tax differences from investments in real estate joint ventures

  42,724   44,886   52,564   33,268   (11,928)  60,441 

Book/tax difference on sale of property

  (48,296)  (77,853)  1,811   (152,613)  36,896   (77,853)

Foreign income tax from Mexico capital gains

  (42,641)  -   -   (17,387)  (31,130)  - 

Cumulative foreign currency translation adjustment & deferred tax adjustment

  145,608   5,095   - 

Book adjustment to property carrying values and marketable equity securities

  87,218   2,656   8,721   93,956   22,811   2,656 

Taxable currency exchange (loss)/gain, net

  (27,155)  (2,620)  6,502   (73,138)  (25,958)  (2,620)

Book/tax differences on capitalized costs

  4,616   (7,205)  3,228   5,498   4,607   5,781 

Repair regulation deduction

  (95,033)  -   - 

Dividends from taxable REIT subsidiaries

  698   2,304   15,969   66,745   2,980   2,304 

GAAP change in control gain

  (107,235)  9,147   (15,555)

Other book/tax differences, net

  (4,544)  (3,416)  1,016   (1,052)  (4,822)  502 

Adjusted REIT taxable income

 $262,643  $242,792  $263,309  $300,743  $249,891  $242,792 

 

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

 

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

 

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

For the years ended December 31, 2014, 2013 and 2012 cash dividends paid exceeded the dividends paid deduction and amounted to $427,873, $400,354, and $382,722, respectively.

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

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

For the years ended December 31, 2013, 2012 and 2011 cash dividends paid exceeded the dividends paid deduction and amounted to $400,354, $382,722, and $353,764, respectively.

Characterization of Distributions:

 

The following characterizes distributions paid for the years ended December 31, 2014, 2013 2012 and 2011,2012, (in thousands):

  2013  2012  2011 

Preferred F Dividends

                        

Ordinary income

 $-   -%  $9,116   94%  $11,638   100% 

Capital gain

  -   -%   582   6%   -   -% 
  $-   -%  $9,698   100%  $11,638   100% 

Preferred G Dividends

                        

Ordinary income

 $-   -%  $33,046   94%  $35,650   100% 

Capital gain

  -   -%   2,109   6%   -   -% 
  $-   -%  $35,155   100%  $35,650   100% 

Preferred H Dividends

                        

Ordinary income

 $8,694   72%  $11,351   94%  $13,584   100% 

Capital gain

  3,381   28%   725   6%   -   -% 
  $12,075   100%  $12,076   100%  $13,584   100% 

Preferred I Dividends

                        

Ordinary income

 $17,280   72%  $12,847   94%  $-   -% 

Capital gain

  6,720   28%   820   6%   -   -% 
  $24,000   100%  $13,667   100%  $-   -% 

Preferred J Dividends

                        

Ordinary income

 $8,910   72%  $2,585   94%  $-   -% 

Capital gain

  3,465   28%   165   6%   -   -% 
  $12,375   100%  $2,750   100%  $-   -% 

Preferred K Dividends

                        

Ordinary income

 $6,064   72%  -   -%  -   -% 

Capital gain

  2,358   28%   -   -%   -   -% 
  8,422   100%  -   -%  -   -% 

Common Dividends

                        

Ordinary income

 $158,001   46%  $222,751   72%  $208,832   71% 

Capital Gain

  61,827   18%   15,469   5%   -   -% 

Return of capital

  123,654   36%   71,156   23%   84,060   29% 
  $343,482   100%  $309,376   100%  $292,892   100% 

Total dividends distributed

 $400,354      $382,722      $353,764     

  

2014

      

2013

      

2012

     

Preferred F Dividends

                        

Ordinary income

 $-   -% $-   -% $9,116   94%

Capital gain

  -   -%  -   -%  582   6%
  $-   -% $-   -% $9,698   100%

Preferred G Dividends

                        

Ordinary income

 $-   -% $-   -% $33,046   94%

Capital gain

  -   -%  -   -%  2,109   6%
  $-   -% $-   -% $35,155   100%

Preferred H Dividends

                        

Ordinary income

 $6,762   56% $8,694   72% $11,351   94%

Capital gain

  5,313   44%  3,381   28%  725   6%
  $12,075   100% $12,075   100% $12,076   100%

Preferred I Dividends

                        

Ordinary income

 $13,440   56% $17,280   72% $12,847   94%

Capital gain

  10,560   44%  6,720   28%  820   6%
  $24,000   100% $24,000   100% $13,667   100%

Preferred J Dividends

                        

Ordinary income

 $6,930   56% $8,910   72% $2,585   94%

Capital gain

  5,445   44%  3,465   28%  165   6%
  $12,375   100% $12,375   100% $2,750   100%

Preferred K Dividends

                        

Ordinary income

 $5,513   56% $6,064   72% $-   -%

Capital gain

  4,331   44%  2,358   28%  -   -%
  $9,844   100% $8,422   100% $-   -%

Common Dividends

                        

Ordinary income

 $133,048   36% $158,001   46% $222,751   72%

Capital Gain

  103,483   28%  61,827   18%  15,469   5%

Return of capital

  133,048   36%  123,654   36%  71,156   23%
  $369,579   100% $343,482   100% $309,376   100%

Total dividends distributed

 $427,873      $400,354      $382,722     

 

Taxable REIT Subsidiaries (“TRS”)and Taxable Entities:Entities:

 

The Company is subject to federal, state and local income taxes on income reported through its TRS activities, which include wholly owned subsidiaries of the Company. The Company’s TRS consists of Kimco Realty Services ("KRS"), which due to a merger on April 1, 2013 includes FNC Realty Corporation (“FNC”), and the consolidated entity, Blue Ridge Real Estate Company/Big Boulder Corporation.  On April 2, 2013, the Company contributed its interest in FNC to KRS and KRS acquired all of the outstanding stock of FNC in a reverse cash merger. The Company is also subject to local non-U.S. taxes on certain investments located outside the U.S. 

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Dividends paidThe Company is subject to taxes on its activities in Canada, Mexico, and Chile. In general, under local country law applicable to the structures the Company has in place and applicable treaties, the repatriation of cash to the Company from its subsidiaries and joint ventures in Canada and Mexico and Brazilgenerally are generally not subject to withholding tax. The Company does not anticipate the need to repatriate foreign funds from Chile to provide for its cash flow needs in the U.S. and, as such, no significant withholding or transaction taxes underare expected in the applicableforeseeable future. The Company will be subject to withholding taxes in Chile on the distribution of any proceeds from sale transactions. The Company is subject to and also includes in its tax treatyprovision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and not in the Company’s U.S. taxable REIT subsidiaries. Accordingly, the Company does not expect a U.S. income tax impact associated with the United States. Chile and Peru impose a 10% and 4.1% withholding tax, respectively, on dividend distributions.  Although Brazil levies a 0.38% transaction tax on returnrepatriation of capital distributions,undistributed earnings from the Company as of December 31, 2013 no longer owns assets located in Brazil.  During 2013, less than $0.1 million of withholding and transaction taxes were withheld from distributions related toCompany’s foreign activities.  subsidiaries.

 

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

 

The Company’s pre-tax book income/(loss) and (provision)/benefit for income taxes relating to the Company’s TRS and taxable entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2014, 2013, 2012, and 2011,2012, are summarized as follows (in thousands):

 

 2013  2012  2011  

2014

  

2013

  

2012

 

Income/(loss) before income taxes – U.S.

 $(4,849) $8,390  $36,077  $22,176  $(4,849) $8,390 

(Provision)/benefit for income taxes, net:

                        

Federal :

                        

Current

  (1,647)  (503)  (2,463)  (522)  (1,647)  (503)

Deferred

  9,725   (535)  (10,635)  (7,156)  9,725   (535)

Federal tax (provision)/benefit

  8,078   (1,038)  (13,098)  (7,678)  8,078   (1,038)

State and local:

                        

Current

  1,159   (1,543)  (1,343)  (165)  1,159   (1,543)

Deferred

  1,562   (560)  (2,064)  (1,223)  1,562   (560)

State tax (provision)/benefit

  2,721   (2,103)  (3,407)  (1,388)  2,721   (2,103)

Total tax (provision)/benefit – U.S.

  10,799   (3,141)  (16,505)  (9,066)  10,799   (3,141)

Net income from U.S. taxable REIT subsidiaries

 $5,950  $5,249  $19,572  $13,110  $5,950  $5,249 
                        

Income before taxes – Non-U.S.

 $188,215  $33,842  $63,154  $116,184  $188,215  $33,842 

(Provision)/benefit for Non-U.S. income taxes:

                        

Current

 $(30,102) $5,790  $(4,484) $(18,131) $(30,102) $5,790 

Deferred

  2,045   1,239   2,784   (6,749  2,045   1,239 

Non-U.S. tax provision

 $(28,057) $7,029  $(1,700)

Non-U.S. tax (provision)/benefit

 $(24,880) $(28,057) $7,029 

 

The Company’s deferred tax assets and liabilities at December 31, 20132014 and 2012,2013, were as follows (in thousands):

 

  2013  2012 

Deferred tax assets:

        

Tax/GAAP basis differences

 $50,133  $68,623 

Net operating losses

  72,716   43,483 

Related party deferred losses

  6,214   6,214 

Tax credit carryforwards

  3,773   3,815 

Capital loss carryforwards

  3,867   647 

Charitable contribution carryforwards

  -   3 

Non-U.S. tax/GAAP basis differences

  50,920   62,548 

Valuation allowance – U.S.

  (25,045)  (33,783)

Valuation allowance – Non-U.S.

  (38,667)  (38,129)

Total deferred tax assets

  123,911   113,421 

Deferred tax liabilities – U.S.

  (21,302)  (9,933)

Deferred tax liabilities – Non-U.S.

  (11,367)  (13,263)

Net deferred tax assets

 $91,242  $90,225 

  

2014

  

2013

 

Deferred tax assets:

        

Tax/GAAP basis differences

 $68,702  $50,133 

Net operating losses

  51,142   72,716 

Related party deferred losses

  3,843   6,214 

Tax credit carryforwards

  3,899   3,773 

Capital loss carryforwards

  3,995   3,867 

Charitable contribution carryforwards

  11   - 

Non-U.S. tax/GAAP basis differences

  10,566   50,920 

Valuation allowance – U.S.

  (25,045)  (25,045)

Valuation allowance – Non-U.S.

  (9,257)  (38,667)

Total deferred tax assets

  107,856   123,911 

Deferred tax liabilities – U.S.

  (25,503)  (21,302)

Deferred tax liabilities – Non-U.S.

  (6,812)  (11,367)

Net deferred tax assets

 $75,541  $91,242 

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

As of December 31, 2013,2014, the Company had net deferred tax assets of $91.2$75.5 million comprised of (i) $28.8$43.2 million relating to the difference between the basis of accounting for federal and state income tax reporting and GAAP reporting for real estate assets, joint ventures, and other investments, net of $21.3$25.5 million of deferred tax liabilities, (ii) $30.1$19.8 million and $17.5$6.3 million for the tax effect of net operating loss carryovers within KRS and FNC, respectively, net of a valuation allowance within FNC of $25.0 million, (iii) $6.2$3.8 million for losses deferred for federal and state income tax purposes for transactions with related parties, (iv) $3.8$3.9 million for tax credit carryovers, (v) $3.9$4.0 million for capital loss carryovers, and (vi) $0.9$1.3 million of deferred tax assets related to its investments in Canada and Latin America, net of a valuation allowance of $38.7$9.3 million and deferred tax liabilities of $11.4$6.8 million. General business tax credit carryovers of $2.5$1.5 million within KRS expire during taxable years from 2027 through 2032,2033, and alternative minimum tax credit carryovers of $1.3$2.4 million do not expire.

 

The major differences between GAAP basis of accounting and the basis of accounting used for federal and state income tax reporting consist of impairment charges recorded for GAAP, but not recognized for tax purposes, depreciation and amortization, rental revenue recognized on the straight line method for GAAP, reserves for doubtful accounts, and the period in which certain gains were recognized for tax purposes, but not yet recognized under GAAP. The Company had foreign net deferred tax assetsliabilities of $0.9$5.5 million, related to its operations in Canada and Latin America, which consists primarily of differences between the GAAP book basis and the basis of accounting applicable to the jurisdictions in which the Company is subject to tax.

 

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, 20132014 and 2012.2013. Operating losses and the valuation allowance are related primarily to the Company’s consolidation of its taxable REIT subsidiaries for accounting and reporting purposes. For the year ended December 31, 2014, KRS produced $27.4 million of taxable income and utilized $27.4 million of its $72.8 million net operating loss carryovers. For the year ended December 31, 2013, KRS produced $72.6$64.3 million of net operating loss carryovers which expire from 2030 to 2033. For the year ended December 31, 2012, KRS produced $9.5in 2033 and $10.0 million of taxable income and utilized $9.5 million of its $22.1 million net operatingcapital loss carryovers.carryforwards that expire in 2018. At December 31, 20132014 and 2012,2013, FNC had $106.3$94.4 million and $101.3$108.4 million, respectively, of net operating loss carryovers thatwhich expire from 2021 through 2023.2024.

 

During 2013, the Company determined that a reduction of $8.7 million of the valuation allowance against FNC’s deferred tax assets was deemed appropriate based on expected future taxable income. The Company maintained a valuation allowance of $25.0 million within FNC to reduce the deferred tax asset of $42.5 million related to net operating loss carryovers to the amount the Company determined is more likely than not realizable. The Company analyzed projected taxable income and the expected utilization of FNC’s remaining net operating loss carryovers and determined a partial valuation allowance was appropriate.

 

The Company’s investments in Latin America are made through individual entities which are subject to local taxes. The Company assesses each entity to determine if deferred tax assets are more likely than not realizable. This assessment primarily includes an analysis of cumulative earnings and the determination of future earnings to the extent necessary to fully realize the individual deferred tax asset. Based on this analysis the Company has determined that a full valuation allowance is required for entities which have a three-year cumulative book loss and for which future earnings are not readily determinable. In addition, the Company has determined that no valuation allowance is needed for entities that have three-years of cumulative book income and future earnings are anticipated to be sufficient to more likely than not realize their deferred tax assets. At December 31, 2013,2014, the Company had total deferred tax assets of $43.7$9.5 million relating to its Latin American investments with an aggregate valuation allowance of $38.7$9.3 million.

 

The Company’s deferred tax assets in Canada result principally from depreciation deducted under GAAP that exceed capital cost allowances claimed under Canadian tax rules. The deferred tax asset will naturally reverse upon disposition as tax basis will be greater than the basis of the assets under generally accepted accounting principles.

 

As of December 31, 2013,2014, the Company determined that no valuation allowance was needed against a $71.7$65.5 million net deferred tax asset within KRS. The Company based its determination on an analysis of both positive evidence and negative evidence using its judgment as to the relative weight of each. The Company believes, when evaluating KRS’s deferred tax assets, special consideration should be given to the unique relationship between the Company as a REIT and KRS as a taxable REIT subsidiary. This relationship exists primarily to protect the REIT’s qualification under the Code by permitting, within certain limits, the REIT to engage in certain business activities in which the REIT cannot directly participate. As such, the REIT controls which and when investments are held in, or distributed or sold from, KRS. This relationship distinguishes a REIT and taxable REIT subsidiary from an enterprise that operates as a single, consolidated corporate taxpayer. The Company will continue through this structure to operate certain business activities in KRS.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company’s analysis of KRS’s ability to utilize its deferred tax assets includes an estimate of future projected income. To determine future projected income, the Company scheduled KRS’s pre-tax book income and taxable income over a twenty year period taking into account its continuing operations (“Core Earnings”). Core Earnings consist of estimated net operating income for properties currently in service and generating rental income. Major lease turnover is not expected in these properties as these properties were generally constructed and leased within the past sixseven years. The Company also included known future events in its projected income forecast. In addition, the Company can employ additional strategies to realize KRS’s deferred tax assets including transferring its property management business or selling certain built-in gain assets.

 

The Company’s projection of KRS’s future taxable income over twenty years, utilizing the assumptions above with respect to Core Earnings, net of related expenses, generates sufficient taxable income to absorb a reversal of the Company'sCompany’s deductible temporary differences, including net operating loss carryovers. Based on this analysis, the Company concluded it is more likely than not that KRS’s net deferred tax asset of $71.7$65.5 million (excluding net deferred tax assets of FNC discussed above) will be realized and therefore, no valuation allowance is needed at December 31, 2013.2014. If future income projections do not occur as forecasted or the Company incurs additional impairment losses in excess of the amount Core Earnings can absorb, the Company will reconsider the need for a valuation allowance.

 

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

 

  2013  2012  2011 

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

 $(1,697) $2,936  $12,627 

State and local (benefit)/provision, net of federal benefit

  (205)  230   1,683 

Acquisition of FNC

  (9,126)  -   - 

Other

  229   (25)  2,195 

Total tax (benefit)/provision – U.S.

 $(10,799) $3,141  $16,505 

  

2014

  

2013

  

2012

 

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

 $7,762  $(1,697) $2,936 

State and local provision/(benefit), net of federal benefit

  1,304   (205)  230 

Acquisition of FNC

  -   (9,126)  - 

Other

  -   229   (25)

Total tax provision/(benefit) – U.S.

 $9,066  $(10,799) $3,141 

 

Uncertain Tax Positions:Positions:

 

The Company is subject to income tax in certain jurisdictions outside the U.S., principally Canada and Mexico.  The statute of limitations on assessment of tax varies from three to seven years depending on the jurisdiction and tax issue. Tax returns filed in each jurisdiction are subject to examination by local tax authorities.  The Company is currently under audit by the Canadian Revenue Agency, Mexican Tax Authority and the U.S. Internal Revenue Service (“IRS”).  In October 2011, the IRS issued a notice of proposed adjustment, which proposes pursuant to Section 482 of the Code, to disallow a capital loss claimed by KRS on the disposition of common shares of Valad Property Ltd., an Australian publicly listed company.  Because the adjustment is being made pursuant to Section 482 of the Code, the IRS maybelieves it can assert a 100 percent “penalty” tax pursuant to Section 857(b)(7) of the Code in lieu of disallowingand disallow the capital loss deduction. The notice of proposed adjustment indicates the IRS’ intention to impose the 100 percent “penalty” tax on the Company in the amount of $40.9 million and disallowing the capital loss claimed by KRS.  The Company and its outside counsel have considered the IRS' assessment and believe that there is sufficient documentation establishing a valid business purpose for the transfer, including recent case history showing support for similar positions. Accordingly, the Company strongly disagrees with the IRS’ position on the application of Section 482 of the Code to the disposition of the shares, the imposition of the 100 percent “penalty”penalty tax and the simultaneous assertion of the penalty tax and disallowance of the capital loss deduction. The Company received a Notice of Proposed Assessment and filed a written protest and requested an IRS Appeals Office conference,conference. An appeals hearing was attended by Management and its attorneys, the IRS Compliance Group and an IRS Appeals Officer in November, 2014, at which has yet to be scheduled.time IRS Compliance presented arguments in support of their position, as noted herein. Management and its attorneys presented rebuttal arguments in support of its position. The matter is currently under consideration by the Appeals Officer.  The Company intends to vigorously defend its position in this matter and believes it will prevail.

 

Resolutions of these audits are not expected to have a material effect on the Company’s financial statements. As was discussed in Footnote 1 regarding new accounting pronouncements,During 2013, the Company early adopted ASU 2013-11 prospectively and reclassified a portion of its reserve for uncertain tax positions. The reserve for uncertain tax positions included amounts related to the Company’s Canadian operations. The Company has unrecognized tax benefits reported as deferred tax assets and are available to settle adjustments made with respect to the Company’s uncertain tax positions in Canada. The Company reduced its reserve for uncertain tax positions by $12.3 million associated with its Canadian operations and reduced its deferred tax assets in accordance with ASU 2013-11. The Company does not believe that the total amount of unrecognized tax benefits as of December 31, 2013,2014, will significantly increase or decrease within the next 12 months. As of December 31, 2014, the Company’s Canadian uncertain tax positions, which reduce its deferred tax assets, aggregated $10.4 million.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The liability for uncertain tax benefits principally consists of estimated foreign, federal and state income tax liabilities in years for which the statute of limitations is open. Open years range from 20072008 through 20132014 and vary by jurisdiction and issue. The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 20132014 and 20122013 were as follows (in thousands):

 

 2013  2012  

2014

  

2013

 

Balance, beginning of year

 $16,890  $16,901  $4,590  $16,890 

Increases for tax positions related to current year

  15   3,079   59   15 

Reductions due to lapsed statute of limitations

  -   (3,090)

Reduction due to adoption of ASU 2013-11(a)

  (12,315)  -   -   (12,315)

Balance, end of year

 $4,590  $16,890  $4,649  $4,590 

 

(a) This amount was reclassified against the related deferred tax asset relating to the Company’s early adoption of ASU 2013-11 as discussed above.

 

22.Accumulated Other Comprehensive Income

 

The following table displays the change in the components of AOCI for the year ended December 31, 2014 and 2013:

 

 

Foreign Currency Translation Adjustments

  

Unrealized Gains on Available-for-Sale Investments

  

Total

  

Foreign

Currency

Translation

Adjustments

   

Unrealized

Gains on

Available-for-

Sale

Investments

   

Total

 

Balance as of December 31, 2012

 $(85,404) $19,222  $(66,182)

Balance as of January 1, 2013

 $(85,404)  $19,222   $(66,182)

Other comprehensive income before reclassifications

  (10,668)  16,205   5,537   (10,668)   16,205    5,537 

Amounts reclassified from AOCI

  5,095 (a)  (9,432)(b)  (4,337)  5,095 

(a)

  (9,432)

(b)

  (4,337)

Net current-period other comprehensive income

  (5,573)  6,773   1,200   (5,573)   6,773    1,200 

Balance as of December 31, 2013

 $(90,977) $25,995  $(64,982) $(90,977)  $25,995   $(64,982)

 

(a)     Amounts were reclassified to Impairment/loss on operating properties sold, net of tax, within Discontinued operations on the Company’s Consolidated Statements of Income, as a result of the full liquidation of the Company’s investment in Brazil.

 

(b)     Amounts were reclassified to Interest, dividends and other investment income on the Company’s Consolidated Statements of Income.

 

  

Foreign

Currency

Translation Adjustments

   

Unrealized

Gains on

Available-for-

Sale

Investments

  

Unrealized

Gain/(Loss)

on Interest

Rate Swaps

  

Total

 

Balance as of January 1, 2014

 $(90,977)  $25,995  $-  $(64,982)

Other comprehensive income before reclassifications

  (43,045)   20,202   (1,404)  (24,247)

Amounts reclassified from AOCI

  134,351 

(c)

  -   -   134,351 

Net current-period other comprehensive income

  91,306    20,202   (1,404)  110,104 

Balance as of December 31, 2014

 $329   $46,197  $(1,404) $45,122 


(c)     During 2014, the Company recognized a cumulative foreign currency translation loss as a result of the substantial liquidation of the Company’s investment in Mexico and Peru. Amounts were reclassified on the Company’s Consolidated Statements of Income as follows (i) $92.9 million of loss was reclassified to Impairment/loss on operating properties sold, net of tax, within Discontinued operations (ii) $47.3 million of loss was reclassified to Equity in income of joint ventures, net and (iii) $5.8 million of a loss was reclassified to Net income attributable to noncontrolling interest.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

At December 31, 2013,2014, the Company had a net $91.0 million, after noncontrolling interests of $5.6$0.3 million, of unrealized cumulative foreign currency translation adjustment (“CTA”) lossesgains relating to its foreign entity investments in foreign entities.Canada and Chile. The CTA is comprised of $23.7$15.2 million of unrealized gains relating to its Canadian investments and $114.7$14.9 million of unrealized losses relating to its Latin American investments, $106.9 million of which is related to Mexico.Chilean investment. CTA results from currency fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment. CTA amounts are subject to future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Under U.S. GAAP, the Company is required to release CTA balances into earnings when the Company has substantially liquidated its investment in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio. Theportfolio and as such, the Company may, in the near term, substantially liquidate all of its investmentsremaining investment in this portfolioChile, which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings.          


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

23.  Supplemental Financial Information:

 

The following represents the results of income, expressed in thousands except per share amounts, for each quarter during the years 20132014 and 2012:2013:

 

 

2013 (Unaudited)

  

2014 (Unaudited)

 
 

Mar. 31

  

June 30

  

Sept. 30

  

Dec. 31

  

Mar. 31

  

June 30

  

Sept. 30

  

Dec. 31

 

Revenues from rental properties (1)

 $220,558  $225,207  $226,536  $238,055  $219,152  $237,432  $246,555  $255,749 

Net income attributable to the Company

 $67,770  $51,139  $55,763  $61,609  $87,000  $89,512  $194,708  $52,781 
                                

Net income per common share:

                                

Basic

 $0.13  $0.09  $0.10  $0.11  $0.18  $0.18  $0.44  $0.09 

Diluted

 $0.13  $0.09  $0.10  $0.11  $0.18  $0.18  $0.44  $0.09 

 

 

2012 (Unaudited)

  

2013 (Unaudited)

 
 

Mar. 31

  

June 30

  

Sept. 30

  

Dec. 31

  

Mar. 31

  

June 30

  

Sept. 30

  

Dec. 31

 

Revenues from rental properties (1)

 $203,208  $208,648  $208,130  $216,895  $199,467  $203,080  $205,300  $217,363 

Net income attributable to the Company

 $53,638  $69,112  $54,941  $88,382  $67,770  $51,139  $55,763  $61,609 
                                

Net income per common share:

                                

Basic

 $0.09  $0.12  $0.07  $0.14  $0.13  $0.09  $0.10  $0.11 

Diluted

 $0.09  $0.12  $0.07  $0.14  $0.13  $0.09  $0.10  $0.11 

 

(1)   All periods have been adjusted to reflect the impact of operating properties sold during 20132014 and 2012 and properties classified as held-for-sale as of December 31, 2013, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Income.

 

Accounts24.  Captive Insurance Company:

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

The Company assumes occurrence basis general liability coverage for the Company and its affiliates under the terms of the reinsurance agreement entered into by the Company and the reinsurance provider.


KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

From October 1, 2007 through October 1, 2015, KIC assumes 100% of the first $250,000 per occurrence risk layer. This coverage is subject to annual aggregates ranging between $7.8 million and $11.0 million per policy year. The annual aggregate is adjustable based on the amount of audited square footage of the insureds’ locations and can be adjusted for subsequent program years. Defense costs erode the stated policy limits. KIC is required to pay the reinsurance provider for unallocated loss adjustment expenses an amount ranging between 9.5% and 12.2% of incurred losses for the policy periods ending October 1, 2008 through October 1, 2015. These amounts do not erode the Company’s per occurrence or aggregate limits.

As of December 31, 2014 and 2013, the Company maintained an uncollateralized letter of credit in the accompanying Consolidated Balance Sheets are netamount of estimated unrecoverable amounts$22.0 million issued in favor of $10.8the reinsurance provider to provide security for the Company’s obligations under its agreement with the reinsurance provider. The letter of credit maintained as of December 31, 2014, has an expiration date of February 15, 2015, with automatic renewals for one year.

Activity in the liability for unpaid losses and loss adjustment expenses for the years ended December 31, 2014 and 2013, is summarized as follows (in thousands):

  

2014

  

2013

 
         

Balance at the beginning of the year

 $17,602  $19,884 
         

Incurred related to:

        

Current year

  7,281   6,679 

Prior years

  (1,671)  (3,574)

Total incurred

  5,610   3,105 
         

Paid related to:

        

Current year

  (1,497)  (475)

Prior years

  (3,637)  (4,912)

Total paid

  (5,134)  (5,387)

Balance at the end of the year

 $18,078  $17,602 

As a result in changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses decreased for the years ended December 31, 2014 and 2013 by $1.7 million and $16.4$3.6 million, of billed accounts receivable at December 31, 2013 and 2012, respectively. Additionally, Accounts and notes receivable inrespectively, which was primarily due to continued regular favorable loss development on the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $23.4 million and $22.8 million of straight-line rent receivable at December 31, 2013 and 2012, respectively.general liability coverage assumed.

 

24.25.  Pro Forma Financial Information (Unaudited):

 

As discussed in Notes 3, 4 and 5, the Company and certain of its subsidiaries acquired and disposed of interests in certain operating properties during 2013.2014. The pro forma financial information set forth below is based upon the Company's historical Consolidated Statements of Income for the years ended December 31, 20132014 and 2012,2013, adjusted to give effect to these transactions at the beginning of 20122013 and 2011,2012, respectively.

 

The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been had the transactions occurred at the beginning of 2012,2013, nor does it purport to represent the results of income for future periods. (Amounts presented in millions, except per share figures.)

 

  Year ended December 31, 
  2013  2012 

Revenues from rental properties

 $938.8  $914.0 

Net income

 $293.6  $240.4 

Net income available to the Company’s common shareholders

 $230.1  $131.5 

Net income attributable to the Company’s common shareholders per common share:

        

Basic

 $0.56  $0.32 

Diluted

 $0.56  $0.32 

  

Year ended December 31,

 
  

2014

  

2013

 

Revenues from rental properties

 $1,012.5  $954.6 

Net income

 $431.5  $394.7 

Net income available to the Company’s common shareholders

 $363.4  $323.4 

Net income attributable to the Company’s common shareholdersper common share:

        

Basic

 $0.89  $0.79 

Diluted

 $0.88  $0.79 

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

26.  Subsequent Events:

On February 2, 2015, the Company, through its wholly-owned subsidiary, KUBS Income Fund I L.P., purchased the remaining 66.7% interest in the 39-property Kimstone portfolio for a gross purchase price of $1.4 billion, including the assumption of $638.0 million in mortgage debt. The Company is evaluating this transaction pursuant to the FASB’s Consolidation guidance and as such anticipates recognizing a gain, due to a change in control, from the fair value adjustment associated with the Company’s original ownership, ranging from $130.0 million to $140.0 million.

The Company’s estimate of its purchase price allocation to the assets acquired and liabilities assumed is based upon their preliminary fair values at February 2, 2015. The fair values of the lease intangibles acquired were measured in a manner consistent with our purchase price allocation policy described in Footnote 1. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the acquisition based upon the Company’s current best estimate. The Company is in the process of finalizing its assessment of the fair value of the assets acquired and liabilities assumed (in thousands).

Preliminary Purchase Price Allocation (Unaudited)

 

Land

 $377,319 

Buildings

  796,269 

Below Market Rents

  (62,109)

Above Market Rents

  30,588 

In-Place Leases

  142,598 

Building Improvements

  106,271 

Tenant Improvements

  20,785 

Mortgage Fair Value Adjustment

  (24,221)
  $1,387,500 


The pro forma financial information set forth below is based upon the Company's historical Consolidated Statements of Income for the year ended December 31, 2014, adjusted to give effect to (i) acquisitions and dispositions of interests in certain operating properties during 2014 and (ii) the Kimstone transaction described above, as if these transactions occurred January 1, 2014.

Pro Forma Financial Information, amounts presented in millions, except per share figures (Unaudited):

   Year ended 
   December 2014 

Revenues from rental properties

 $1,123.8 

Net income

 $425.6 

Net income available to the Company’s common shareholders

 $357.6 

Net income attributable to the Company’s common shareholdersper common share:

    

Basic

 $0.87 

Diluted

 $0.87 


 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

 

For Years Ended December 31, 2014, 2013 2012 and 20112012

(in thousands)

 

  

Balance at beginning of period

  

Charged to expenses

  

Adjustments to valuation accounts

  

Deductions

  

Balance at end of period

 

Year Ended December 31, 2013

                    

Allowance for uncollectable accounts

 $16,402  $3,521  $-  $(9,152) $10,771 
                     

Allowance for deferred tax asset

 $71,912  $-  $(8,200) $-  $63,712 
                     

Year Ended December 31, 2012

                    

Allowance for uncollectable accounts

 $18,059  $6,309  $-  $(7,966) $16,402 
                     

Allowance for deferred tax asset

 $66,520  $-  $5,392  $-  $71,912 
                     

Year Ended December 31, 2011

                    

Allowance for uncollectable accounts

 $15,712  $7,027  $-  $(4,680) $18,059 
                     

Allowance for deferred tax asset

 $43,596  $-  $22,924  $-  $66,520 


KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

  

INITIAL COST

                      

TOTAL COST,

             
  

LAND

  

BUILDING

&

IMPROVEMENT

  

SUBSEQUENT

TO ACQUISITION

  

LAND

  

BUILDING

&

IMPROVEMENT

  

TOTAL

  

ACCUMULATED DEPRECIATION

  

NET OF

ACCUMULATED

DEPRECIATION

  

ENCUMBRANCES

  

DATE OF

ACQUISITION

(A)

  

DATE OF

CONSTRUCTION

(C)

 

GLENN SQUARE

  3,306,779   -   51,674,821   3,306,779   51,674,821   54,981,600   4,370,189   50,611,411   -       2006 

THE GROVE

  18,951,763   6,403,809   28,549,447   15,575,865   38,329,154   53,905,019   3,847,084   50,057,935   -       2007 

CHANDLER AUTO MALLS

  9,318,595   -   (5,581,690)  3,383,972   352,934   3,736,905   16,488   3,720,417   -       2004 

EL MIRAGE

  6,786,441   503,987   130,064   6,786,441   634,051   7,420,492   32,005   7,388,486   -       2008 

TALAVI TOWN CENTER

  8,046,677   17,291,542   (12,227)  8,046,677   17,279,315   25,325,992   8,896,882   16,429,110   -   2007     

MESA PAVILLIONS

  6,060,018   35,955,005   (492,627)  6,060,018   35,462,377   41,522,396   5,383,952   36,138,444   -   2009     

MESA RIVERVIEW

  15,000,000   -   140,122,436   307,992   154,814,444   155,122,436   34,101,738   121,020,699   -       2005 

MESA PAVILLIONS - SOUTH

  -   148,508   15,299   -   163,807   163,807   50,350   113,457   -   2011     

METRO SQUARE

  4,101,017   16,410,632   520,771   4,101,017   16,931,403   21,032,420   6,957,858   14,074,561   -   1998     

HAYDEN PLAZA NORTH

  2,015,726   4,126,509   5,013,176   2,015,726   9,139,685   11,155,411   3,297,611   7,857,800   -   1998     

PHOENIX, COSTCO

  5,324,501   21,269,943   1,058,803   4,577,869   23,075,378   27,653,247   6,540,439   21,112,809   -   1998     

PHOENIX

  2,450,341   9,802,046   1,279,140   2,450,341   11,081,186   13,531,527   4,704,745   8,826,783   -   1997     

PINACLE PEAK- N. CANYON RANCH

  1,228,000   8,774,694   20,500   1,228,000   8,795,194   10,023,194   2,368,679   7,654,516   1,465,751   2009     

VILLAGE CROSSROADS

  5,662,554   24,981,223   191,347   5,662,554   25,172,569   30,835,123   1,997,069   28,838,054   -   2011     

NORTH VALLEY

  6,861,564   18,200,901   2,506,343   3,861,272   23,707,536   27,568,808   2,050,620   25,518,188   15,880,204   2011     

ASANTE RETAIL CENTER

  8,702,635   3,405,683   2,865,559   11,039,472   3,934,405   14,973,877   184,842   14,789,035   -       2004 

SURPRISE II

  4,138,760   94,572   1,035   4,138,760   95,607   4,234,367   4,957   4,229,410   -       2008 

BELL CAMINO CENTER

  2,427,465   6,439,065   5,670   2,427,465   6,444,735   8,872,200   738,163   8,134,037   -   2012     

COLLEGE PARK SHOPPING CENTER

  3,276,951   7,741,323   37,614   3,276,951   7,778,937   11,055,888   798,710   10,257,178   -   2011     

ALHAMBRA, COSTCO

  4,995,639   19,982,557   386,403   4,995,639   20,368,960   25,364,599   8,225,601   17,138,998   -   1998     

MADISON PLAZA

  5,874,396   23,476,190   1,348,322   5,874,396   24,824,512   30,698,908   9,621,069   21,077,839   -   1998     

CHULA VISTA, COSTCO

  6,460,743   25,863,153   11,708,418   6,460,743   37,571,571   44,032,314   12,963,207   31,069,107   -   1998     

CORONA HILLS, COSTCO

  13,360,965   53,373,453   6,447,588   13,360,965   59,821,041   73,182,006   24,088,642   49,093,365   -   1998     

LABAND VILLAGE SC

  5,600,000   13,289,347   30,712   5,607,237   13,312,823   18,920,060   5,392,054   13,528,006   8,500,000   2008     

CUPERTINO VILLAGE

  19,886,099   46,534,919   5,895,874   19,886,099   52,430,793   72,316,892   15,887,947   56,428,944   32,874,346   2006     

CHICO CROSSROADS

  9,975,810   30,534,524   1,072,974   9,987,652   31,595,657   41,583,309   6,562,580   35,020,729   24,182,986   2008     

CORONA HILLS MARKETPLACE

  9,727,446   24,778,390   271,670   9,727,446   25,050,060   34,777,506   6,812,566   27,964,940   -   2007     

RIVER PARK SHOPPING CENTER

  4,324,000   18,018,653   1,136,480   4,324,000   19,155,133   23,479,133   2,516,334   20,962,799   -   2009     

GOLD COUNTRY CENTER

  3,272,212   7,864,878   37,687   3,278,290   7,896,487   11,174,777   2,490,567   8,684,210   6,809,417   2008     

LA MIRADA THEATRE CENTER

  8,816,741   35,259,965   (6,599,281)  6,888,680   30,588,745   37,477,425   11,945,216   25,532,208   -   1998     

KENNETH HAHN PLAZA

  4,114,863   7,660,855   464,750   4,114,863   8,125,606   12,240,469   2,544,322   9,696,146   6,000,000   2010     

NOVATO FAIR S.C.

  9,259,778   15,599,790   159,789   9,259,778   15,759,579   25,019,357   3,387,210   21,632,146   -   2009     

SOUTH NAPA MARKET PLACE

  1,100,000   22,159,086   6,838,973   1,100,000   28,998,059   30,098,059   12,017,348   18,080,711   -   2006     

PLAZA DI NORTHRIDGE

  12,900,000   40,574,842   (557,376)  12,900,000   40,017,466   52,917,466   12,124,327   40,793,139   -   2005     

POWAY CITY CENTRE

  5,854,585   13,792,470   7,773,023   7,247,814   20,172,265   27,420,078   6,642,547   20,777,531   -   2005     

REDWOOD CITY

  2,552,000   6,215,168   -   2,552,000   6,215,168   8,767,168   679,877   8,087,291   -   2009     

TYLER STREET

  3,020,883   7,811,339   102,113   3,200,516   7,733,819   10,934,335   2,624,746   8,309,589   6,554,863   2008     

SANTA ANA, HOME DEPOT

  4,592,364   18,345,257   -   4,592,364   18,345,257   22,937,622   7,418,952   15,518,670   -   1998     

SAN/DIEGO CARMEL MOUNTAIN

  5,322,600   8,873,991   28,508   5,322,600   8,902,499   14,225,099   1,603,403   12,621,695   -   2009     

FULTON MARKET PLACE

  2,966,018   6,920,710   927,435   2,966,018   7,848,145   10,814,163   2,533,784   8,280,379   -   2005     

MARIGOLD SC

  15,300,000   25,563,978   3,406,660   15,300,000   28,970,638   44,270,638   13,301,671   30,968,968   -   2005     

CANYON SQUARE PLAZA

  2,648,112   13,876,095   27,200   2,648,112   13,903,294   16,551,406   619,876   15,931,530   14,286,874   2013     

BLACK MOUNTAIN VILLAGE

  4,678,015   11,913,344   130,330   4,678,015   12,043,674   16,721,688   3,478,764   13,242,924   -   2007     

CITY HEIGHTS

  10,687,472   28,324,896   (942,917)  13,908,563   24,160,888   38,069,451   762,646   37,306,805   21,347,022   2012     

SANTEE TROLLEY SQUARE

  40,208,683   62,204,580   -   40,208,683   62,204,580   102,413,263   4,532,733   97,880,530   -   2013     

TRUCKEE CROSSROADS

  2,140,000   8,255,753   925,899   2,140,000   9,181,653   11,321,653   4,911,520   6,410,133   3,052,866   2006     

WESTLAKE SHOPPING CENTER

  16,174,307   64,818,562   96,519,331   16,174,307   161,337,893   177,512,199   34,685,238   142,826,962   -   2002     

SAVI RANCH

  7,295,646   29,752,511   (0)  7,295,646   29,752,511   37,048,157   1,606,492   35,441,665   -   2012     

VILLAGE ON THE PARK

  2,194,463   8,885,987   5,619,852   2,194,463   14,505,839   16,700,302   4,859,184   11,841,118   -   1998     

AURORA QUINCY

  1,148,317   4,608,249   988,825   1,148,317   5,597,074   6,745,391   2,202,945   4,542,447   -   1998     

AURORA EAST BANK

  1,500,568   6,180,103   779,217   1,500,568   6,959,320   8,459,888   2,980,655   5,479,233   -   1998     

NORTHRIDGE SHOPPING CENTER

  4,932,690   16,496,175   -   4,932,690   16,496,175   21,428,865   140,769   21,288,097   12,093,500   2013     

SPRING CREEK COLORADO

  1,423,260   5,718,813   798,280   1,423,260   6,517,092   7,940,353   2,757,381   5,182,972   -   1998     

DENVER WEST 38TH STREET

  161,167   646,983   -   161,167   646,983   808,150   264,026   544,124   -   1998     

ENGLEWOOD PHAR MOR

  805,837   3,232,650   276,227   805,837   3,508,877   4,314,714   1,469,180   2,845,534   -   1998     

FORT COLLINS S.C.

  1,253,497   7,625,278   1,599,608   1,253,497   9,224,886   10,478,382   2,941,824   7,536,558   -   2000     

GREELEY COMMONS

  3,313,095   20,069,559   62,366   3,313,095   20,131,925   23,445,020   1,212,213   22,232,807   -   2012     

HIGHLANDS RANCH VILLAGE S.C.

  8,135,427   21,579,936   (932,293)  5,337,081   23,445,989   28,783,070   1,560,382   27,222,688   20,300,535   2011     

VILLAGE CENTER WEST

  2,010,519   8,361,084   6,815   2,010,519   8,367,899   10,378,418   675,979   9,702,440   6,047,869   2011     

HIGHLANDS RANCH II

  3,514,837   11,755,916   -   3,514,837   11,755,916   15,270,753   322,265   14,948,488   -   2013     

HERITAGE WEST

  1,526,576   6,124,074   774,090   1,526,576   6,898,164   8,424,740   2,662,424   5,762,316   -   1998     

MARKET AT SOUTHPARK

  9,782,769   20,779,522   (40,664)  9,782,769   20,738,858   30,521,627   1,835,409   28,686,218   -   2011     

WEST FARM SHOPPING CENTER

  5,805,969   23,348,024   5,883,929   5,805,969   29,231,953   35,037,922   9,661,746   25,376,175   -   1998     

N.HAVEN, HOME DEPOT

  7,704,968   30,797,640   1,071,163   7,704,968   31,868,803   39,573,771   12,631,026   26,942,745   -   1998     

WATERBURY

  2,253,078   9,017,012   653,224   2,253,078   9,670,236   11,923,314   4,884,227   7,039,087   -   1993     

WILTON RIVER PARK SHOPPING CTR

  7,154,585   27,509,279   (439,148)  7,154,585   27,070,131   34,224,716   1,254,760   32,969,955   19,597,806   2012     

BRIGHT HORIZONS

  1,211,748   4,610,610   9,499   1,211,748   4,620,109   5,831,857   219,625   5,612,232   1,735,472   2012     

WILTON CAMPUS

  10,168,872   31,893,016   566,245   10,168,872   32,459,261   42,628,133   2,213,758   40,414,375   36,469,045   2013     

DOVER

  122,741   66,738   4,011,220   3,024,375   1,176,324   4,200,699   77,491   4,123,208   -   2003     

ELSMERE

  -   3,185,642   2,714,547   -   5,900,189   5,900,189   3,301,414   2,598,775   -       1979 

AUBURNDALE

  751,315   -   (326,315)  425,000   -   425,000   -   425,000   -   2009     

BOCA RATON

  573,875   2,295,501   1,785,107   733,875   3,920,608   4,654,483   2,145,471   2,509,012   -   1992     

BAYSHORE GARDENS, BRADENTON FL

  2,901,000   11,738,955   1,264,703   2,901,000   13,003,658   15,904,658   5,241,954   10,662,704   -   1998     

CORAL SPRINGS

  710,000   2,842,907   3,850,001   710,000   6,692,908   7,402,908   2,904,921   4,497,987   -   1994     

CORAL SPRINGS

  1,649,000   6,626,301   447,696   1,649,000   7,073,997   8,722,997   2,985,199   5,737,798   -   1997     

CURLEW CROSSING S.C.

  5,315,955   12,529,467   1,844,125   5,315,955   14,373,592   19,689,547   3,959,109   15,730,438   -   2005     

EAST ORLANDO

  491,676   1,440,000   4,604,015   1,007,882   5,527,809   6,535,691   2,440,458   4,095,233   -       1971 

FT.LAUDERDALE/CYPRESS CREEK

  14,258,760   28,042,390   2,055,750   14,258,760   30,098,139   44,356,899   5,543,855   38,813,044   -   2009     

HOMESTEAD

  150,000   -   -   150,000   -   150,000   -   150,000   -   2013     

OAKWOOD BUSINESS CTR-BLDG 1

  6,792,500   18,662,565   1,330,782   6,792,500   19,993,347   26,785,847   3,615,645   23,170,202   -   2009     

SHOPPES AT AMELIA CONCOURSE

  7,600,000   -   8,987,554   1,138,216   15,449,338   16,587,554   1,652,430   14,935,123   -       2003 

AVENUES WALKS

  26,984,546   -   49,446,351   33,225,306   43,205,591   76,430,897   -   76,430,897   -       2005 

RIVERPLACE SHOPPING CTR.

  7,503,282   31,011,027   (404,691)  7,200,050   30,909,568   38,109,618   4,933,392   33,176,226   -   2010     

MERCHANTS WALK

  2,580,816   10,366,090   6,138,693   2,580,816   16,504,783   19,085,599   4,657,279   14,428,321   -   2001     

LARGO

  293,686   792,119   1,620,990   293,686   2,413,109   2,706,795   2,037,435   669,360   -       1968 

LEESBURG

  -   171,636   193,651   -   365,287   365,287   312,246   53,041   -       1969 

LARGO EAST BAY

  2,832,296   11,329,185   2,237,056   2,832,296   13,566,241   16,398,537   8,683,264   7,715,272   -   1992     

LAUDERHILL

  1,002,733   2,602,415   12,664,122   1,774,443   14,494,827   16,269,270   9,322,424   6,946,846   -       1974 
  

Balance at

beginning of

period

  

Charged to

expenses

  

Adjustments to

valuation

accounts

  

Deductions

  

Balance at

end of

period

 

Year Ended December 31, 2014

                    

Allowance for uncollectable accounts

 $10,771  $3,886  $-  $(4,289) $10,368 
                     

Allowance for deferred tax asset

 $63,712  $-  $(29,410) $-  $34,302 
                     

Year Ended December 31, 2013

                    

Allowance for uncollectable accounts

 $16,402  $3,521  $-  $(9,152) $10,771 
                     

Allowance for deferred tax asset

 $71,912  $-  $(8,200) $-  $63,712 
                     

Year Ended December 31, 2012

                    

Allowance for uncollectable accounts

 $18,059  $6,309  $-  $(7,966) $16,402 
                     

Allowance for deferred tax asset

 $66,520  $-  $5,392  $-  $71,912 

  

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 20132014

 

  

INITIAL COST

                      

TOTAL COST,

             
  

LAND

  

BUILDING

&

IMPROVEMENT

  

SUBSEQUENT

TO ACQUISITION

  

LAND

  

BUILDING

&

IMPROVEMENT

  

TOTAL

  

ACCUMULATED DEPRECIATION

  

NET OF

ACCUMULATED

DEPRECIATION

  

ENCUMBRANCES

  

DATE OF

ACQUISITION

(A)

  

DATE OF

CONSTRUCTION

(C)

 

THE GROVES

  1,676,082   6,533,681   (1,347,648)  2,606,246   4,255,869   6,862,115   1,309,820   5,552,295   -   2006     

LAKE WALES

  601,052   -   -   601,052   -   601,052   -   601,052   -   2009     

MELBOURNE

  -   1,754,000   2,666,332   -   4,420,332   4,420,332   2,992,521   1,427,812   -       1968 

GROVE GATE

  365,893   1,049,172   1,207,100   365,893   2,256,272   2,622,165   1,892,172   729,994   -       1968 

CHEVRON OUTPARCEL

  530,570   1,253,410   -   530,570   1,253,410   1,783,980   187,815   1,596,165   -   2010     

NORTH MIAMI

  732,914   4,080,460   10,926,161   732,914   15,006,621   15,739,535   8,186,878   7,552,657   6,067,224   1985     

MILLER ROAD

  1,138,082   4,552,327   4,291,936   1,138,082   8,844,263   9,982,345   5,464,317   4,518,028   -   1986     

MARGATE

  2,948,530   11,754,120   7,957,087   2,948,530   19,711,207   22,659,737   8,450,959   14,208,778   -   1993     

MT. DORA

  1,011,000   4,062,890   453,924   1,011,000   4,516,814   5,527,814   1,814,676   3,713,138   -   1997     

KENDALE LAKES PLAZA

  18,491,461   28,496,001   (2,721,449)  15,362,227   28,903,785   44,266,012   4,758,535   39,507,477   -   2009     

PLANTATION CROSSING

  7,524,800   -   10,698,362   6,929,857   11,293,306   18,223,162   1,459,674   16,763,489   -       2005 

MILTON, FL

  1,275,593   -   -   1,275,593   -   1,275,593   -   1,275,593   -   2007     

FLAGLER PARK

  26,162,980   80,737,041   1,740,211   26,162,980   82,477,253   108,640,233   15,952,323   92,687,910   24,968,949   2007     

PARK HILL PLAZA

  10,763,612   19,264,248   52,498   10,891,930   19,188,427   30,080,358   2,254,863   27,825,495   7,989,708   2011     

WINN DIXIE-MIAMI

  2,989,640   9,410,360   -   2,989,640   9,410,360   12,400,000   18,994   12,381,006   -   2013     

MARATHON SHOPPING CENTER

  2,412,929   8,069,450   -   2,412,929   8,069,450   10,482,379   22,953   10,459,426   -   2013     

SODO S.C.

  -   68,139,271   7,355,768   -   75,495,039   75,495,039   8,758,607   66,736,432   -   2008     

RENAISSANCE CENTER

  9,104,379   36,540,873   6,574,803   9,122,758   43,097,297   52,220,055   18,357,952   33,862,102   -   1998     

ORLANDO

  560,800   2,268,112   3,203,429   580,030   5,452,310   6,032,341   2,333,733   3,698,608   -   1996     

OCALA

  1,980,000   7,927,484   9,983,112   1,980,000   17,910,596   19,890,596   7,164,545   12,726,050   -   1997     

MILLENIA PLAZA PHASE II

  7,711,000   20,702,992   470,545   7,698,200   21,186,337   28,884,537   6,338,367   22,546,170   -   2009     

GRAND OAKS VILLAGE

  7,409,319   19,653,869   (811,190)  5,846,339   20,405,659   26,251,998   1,813,565   24,438,433   6,189,665   2011     

GONZALEZ

  1,620,203   -   40,689   954,876   706,016   1,660,892   78,446   1,582,446   -   2007     

POMPANO BEACH

  10,516,500   1,134,633   530,900   10,516,500   1,665,533   12,182,033   29,709   12,152,324   -   2012     

UNIVERSITY TOWN CENTER

  5,515,265   13,041,400   188,826   5,515,265   13,230,226   18,745,491   1,020,549   17,724,942   -   2011     

PALM BEACH GARDENS

  2,764,953   11,059,812   396,704   2,764,953   11,456,516   14,221,469   884,785   13,336,684   -   2009     

ST. PETERSBURG

  -   917,360   1,266,811   -   2,184,171   2,184,171   1,154,235   1,029,937   -       1968 

TUTTLE BEE SARASOTA

  254,961   828,465   1,806,633   254,961   2,635,098   2,890,059   2,060,537   829,522   -   2008     

SOUTH EAST SARASOTA

  1,283,400   5,133,544   3,400,091   1,399,525   8,417,510   9,817,035   5,137,174   4,679,862   -   1989     

STUART

  2,109,677   8,415,323   1,725,441   2,109,677   10,140,764   12,250,441   4,845,003   7,405,438   -   1994     

SOUTH MIAMI

  1,280,440   5,133,825   3,087,209   1,280,440   8,221,034   9,501,474   3,661,657   5,839,816   -   1995     

WINN DIXIE-ST. AUGUSTINE

  1,543,040   4,856,960   -   1,543,040   4,856,960   6,400,000   9,803   6,390,197   -   2013     

TAMPA

  5,220,445   16,884,228   2,599,727   5,220,445   19,483,955   24,704,400   7,517,981   17,186,418   -   1997     

VILLAGE COMMONS S.C.

  2,192,331   8,774,158   2,736,462   2,192,331   11,510,619   13,702,951   4,266,457   9,436,494   -   1998     

MISSION BELL SHOPPING CENTER

  5,056,426   11,843,119   8,681,467   5,067,033   20,513,979   25,581,013   5,333,203   20,247,810   -   2004     

VILLAGE COMMONS S.C.

  2,026,423   5,106,476   257,096   2,026,423   5,363,572   7,389,995   540,857   6,849,138   -   2013     

WINN DIXIE-TALLAHASSEE

  1,253,720   3,946,280   -   1,253,720   3,946,280   5,200,000   7,965   5,192,035   -   2013     

WEST PALM BEACH

  550,896   2,298,964   1,426,083   550,896   3,725,047   4,275,943   1,662,525   2,613,418   -   1995     

CROSS COUNTRY PLAZA

  16,510,000   18,264,427   648,216   16,510,000   18,912,643   35,422,643   3,054,065   32,368,578   -   2009     

AUGUSTA

  1,482,564   5,928,122   2,203,619   1,482,564   8,131,741   9,614,305   3,593,945   6,020,360   -   1995     

MARKET AT HAYNES BRIDGE

  4,880,659   21,549,424   525,203   4,889,863   22,065,423   26,955,286   4,850,693   22,104,593   15,412,434   2008     

EMBRY VILLAGE

  18,147,054   33,009,514   202,211   18,160,524   33,198,255   51,358,779   7,678,516   43,680,263   29,624,159   2008     

VILLAGE SHOPPES-FLOWERY BRANCH

  4,444,148   10,510,657   100,958   4,444,148   10,611,615   15,055,763   1,098,830   13,956,933   -   2011     

LAWRENCEVILLE MARKET

  8,878,266   29,691,191   -   8,878,266   29,691,191   38,569,458   -   38,569,458   -   2013     

FIVE FORKS CROSSING

  2,363,848   7,906,257   -   2,363,848   7,906,257   10,270,105   132,913   10,137,192   -   2013     

SAVANNAH

  2,052,270   8,232,978   2,824,430   2,052,270   11,057,408   13,109,678   5,412,858   7,696,820   -   1993     

CHATHAM PLAZA

  13,390,238   35,115,882   1,091,210   13,403,262   36,194,068   49,597,331   10,198,595   39,398,736   28,383,188   2008     

CLIVE

  500,525   2,002,101   -   500,525   2,002,101   2,502,626   919,769   1,582,857   -   1996     

METRO CROSSING

  3,013,647   -   35,650,722   1,514,916   37,149,453   38,664,369   2,985,788   35,678,581   -       2006 

SOUTHDALE SHOPPING CENTER

  1,720,330   6,916,294   3,760,738   1,720,330   10,677,032   12,397,362   3,656,823   8,740,539   -   1999     

DES MOINES

  500,525   2,559,019   37,079   500,525   2,596,098   3,096,623   1,167,606   1,929,017   -   1996     

DUBUQUE

  -   2,152,476   239,217   -   2,391,693   2,391,693   923,005   1,468,688   -   1997     

WATERLOO

  500,525   2,002,101   2,869,100   500,525   4,871,201   5,371,726   3,250,919   2,120,807   -   1996     

NAMPA (HORSHAM) FUTURE DEV.

  6,501,240   -   10,300,062   9,659,164   7,142,138   16,801,302   403,662   16,397,640   -       2005 

AURORA, N. LAKE

  2,059,908   9,531,721   308,208   2,059,908   9,839,929   11,899,837   3,882,795   8,017,042   -   1998     

BLOOMINGTON

  805,521   2,222,353   4,246,390   805,521   6,468,743   7,274,264   4,302,303   2,971,960   -       1972 

BELLEVILLE S.C.

  -   5,372,253   1,255,387   1,161,195   5,466,445   6,627,640   2,137,694   4,489,945   -   1998     

BRADLEY

  500,422   2,001,687   424,877   500,422   2,426,564   2,926,986   1,087,158   1,839,828   -   1996     

CALUMET CITY

  1,479,217   8,815,760   13,656,577   1,479,216   22,472,338   23,951,554   5,854,832   18,096,722   -   1997     

COUNTRYSIDE

  -   4,770,671   (4,531,252)  95,647   143,772   239,419   81,600   157,819   -   1997     

CHICAGO

  -   2,687,046   871,802   -   3,558,848   3,558,848   1,501,984   2,056,863   -   1997     

CHAMPAIGN, NEIL ST.

  230,519   1,285,460   725,493   230,519   2,010,953   2,241,472   868,425   1,373,047   -   1998     

ELSTON

  1,010,374   5,692,212   498,828   1,010,374   6,191,040   7,201,414   2,262,425   4,938,989   -   1997     

CRYSTAL LAKE, NW HWY

  179,964   1,025,811   564,039   180,269   1,589,545   1,769,814   527,848   1,241,966   -   1998     

108 WEST GERMANIA PLACE

  2,393,894   7,366,681   152,028   2,393,894   7,518,709   9,912,603   473,379   9,439,223   -   2008     

DOWNERS PARK PLAZA

  2,510,455   10,164,494   1,039,162   2,510,455   11,203,656   13,714,111   4,390,270   9,323,842   -   1999     

DOWNER GROVE

  811,778   4,322,956   3,348,460   811,778   7,671,416   8,483,194   2,644,188   5,839,006   -   1997     

ELGIN

  842,555   2,108,674   1,802,066   500,927   4,252,368   4,753,295   2,998,023   1,755,273   -       1972 

FOREST PARK

  -   2,335,884   154,213   -   2,490,097   2,490,097   981,835   1,508,262   -   1997     

FAIRVIEW HTS, BELLVILLE RD.

  -   11,866,880   7,936,933   -   19,803,813   19,803,813   5,278,481   14,525,331   -   1998     

BELLEVILLE ROAD S.C..-fee

  1,900,000   -   -   1,900,000   -   1,900,000   -   1,900,000   -   2011     

GENEVA

  500,422   12,917,712   33,551   500,422   12,951,263   13,451,685   5,254,145   8,197,540   -   1996     

SHOPS AT KILDEER

  5,259,542   28,141,501   337,932   5,259,542   28,479,434   33,738,976   1,154,072   32,584,904   32,098,597   2013     

LAKE ZURICH PLAZA

  1,890,319   2,649,381   63,057   1,890,319   2,712,438   4,602,757   509,091   4,093,666   -   2005     

MT. PROSPECT

  1,017,345   6,572,176   4,016,735   1,017,345   10,588,911   11,606,256   4,673,716   6,932,540   -   1997     

MUNDELEIN, S. LAKE

  1,127,720   5,826,129   77,350   1,129,634   5,901,565   7,031,199   2,347,752   4,683,447   -   1998     

NORRIDGE

  -   2,918,315   -   -   2,918,315   2,918,315   1,211,645   1,706,670   -   1997     

NAPERVILLE

  669,483   4,464,998   456,947   669,483   4,921,945   5,591,428   1,880,260   3,711,169   -   1997     

MARKETPLACE OF OAKLAWN

  -   678,668   25,343   -   704,011   704,011   668,138   35,873   -   1998     

ORLAND PARK, S. HARLEM

  476,972   2,764,775   (2,694,903)  87,998   458,846   546,844   176,193   370,651   -   1998     

OAK LAWN

  1,530,111   8,776,631   588,483   1,530,111   9,365,115   10,895,225   3,864,155   7,031,070   -   1997     

OAKBROOK TERRACE

  1,527,188   8,679,108   3,298,212   1,527,188   11,977,320   13,504,508   4,590,529   8,913,979   -   1997     

PEORIA

  -   5,081,290   2,403,560   -   7,484,850   7,484,850   7,474,693   10,157   -   1997     

FREESTATE BOWL

  252,723   998,099   (485,425)  252,723   512,674   765,396   123,522   641,875   -   2003     

ROCKFORD CROSSING

  4,575,990   11,654,022   (577,091)  4,583,005   11,069,916   15,652,921   2,247,380   13,405,540   9,932,882   2008     

ROUND LAKE BEACH PLAZA

  790,129   1,634,148   587,575   790,129   2,221,723   3,011,852   353,533   2,658,319   -   2005     

SKOKIE

  -   2,276,360   9,488,382   2,628,440   9,136,303   11,764,742   2,981,605   8,783,138   -   1997     

KRC STREAMWOOD

  181,962   1,057,740   216,585   181,962   1,274,324   1,456,287   476,714   979,573   -   1998     
INITIAL COSTTOTAL COST,

LAND

BUILDING

& IMPROVEMENT

SUBSEQUENT

TO ACQUISITION

LAND

BUILDING

& IMPROVEMENT

TOTAL

ACCUMULATED

DEPRECIATION

NET OF ACCUMULATED

DEPRECIATION

ENCUMBRANCES

DATE OF

ACQUISITION(A)

DATE OF

CONSTRUCTION(C)

THE GROVE

18,951,7636,403,80928,634,08815,575,86538,413,79553,989,6604,816,20749,173,453-2007

CHANDLER AUTO MALLS

9,318,595-(8,299,980)972,38246,2331,018,6153,4831,015,133-2004

EL MIRAGE

6,786,441503,987130,0646,786,441634,0517,420,49245,7227,374,770-2008

TALAVI TOWN CENTER

8,046,67717,291,5426,0408,046,67717,297,58225,344,2589,546,64415,797,614-2007

MESA PAVILIONS NORTH

6,060,01835,955,005261,5366,060,01836,216,54142,276,5596,674,85835,601,701-2009

MESA RIVERVIEW

15,000,000-137,199,813307,992151,891,821152,199,81338,098,562114,101,252-2005

MESA PAVILLIONS - SOUTH

-148,50816,146-164,654164,65477,21587,439-2011

METRO SQUARE

4,101,01716,410,632995,6914,101,01717,406,32321,507,3407,420,53514,086,805-1998

HAYDEN PLAZA NORTH

2,015,7264,126,5095,021,7742,015,7269,148,28311,164,0093,541,5167,622,493-1998

PLAZA DEL SOL

5,324,50121,269,9431,062,5674,577,86923,079,14127,657,0117,083,12120,573,890-1998

PLAZA @ MOUNTAINSIDE

2,450,3419,802,0461,408,5372,450,34111,210,58313,660,9245,003,7568,657,168-1997

PINACLE PEAK- N. CANYON RANCH

1,228,0008,774,69420,5001,228,0008,795,19410,023,1942,515,5177,507,6781,044,3622009

VILLAGE CROSSROADS

5,662,55424,981,223539,7665,662,55425,520,98831,183,5422,803,66828,379,874-2011

NORTH VALLEY

6,861,56418,200,9015,604,9833,861,27226,806,17630,667,4482,914,12227,753,32615,425,7842011

ASANTE RETAIL CENTER

8,702,6353,405,6832,865,55911,039,4723,934,40514,973,877264,06014,709,817-2004

SURPRISE SPECTRUM

4,138,76094,5721,0354,138,76095,6074,234,3677,0824,227,285-2008

BELL CAMINO CENTER

2,427,4656,439,065(21,392)2,427,4656,417,6738,845,1381,082,5847,762,554-2012

COLLEGE PARK SHOPPING CENTER

3,276,9517,741,323197,8813,276,9517,939,20411,216,1551,146,79210,069,363-2011

COSTCO PLAZA - 541

4,995,63919,982,557472,5874,995,63920,455,14425,450,7838,802,31716,648,466-1998

LAKEWOOD PLAZA

1,294,1763,669,266-1,294,1763,669,2664,963,44339,0564,924,387-2014

MADISON PLAZA

5,874,39623,476,1901,496,0605,874,39624,972,25030,846,64610,330,31720,516,329-1998

BROADWAY PLAZA - 544

6,460,74325,863,15311,771,3686,460,74337,634,52144,095,26413,938,77530,156,489-1998

CORONA HILLS PLAZA

13,360,96553,373,4536,837,62213,360,96560,211,07573,572,04026,028,72147,543,319-1998

LABAND VILLAGE SHOPPING CENTER

5,600,00013,289,34736,7875,607,23713,318,89818,926,1356,050,24212,875,8938,471,1882008

CUPERTINO VILLAGE

19,886,09946,534,91911,861,33719,886,09958,396,25678,282,35516,818,16261,464,193-2006

NORTH COUNTY PLAZA

10,205,30528,934,21913,46110,205,30528,947,68039,152,984398,42938,754,55530,947,7412014

CHICO CROSSROADS

9,975,81030,534,5241,213,1779,987,65231,735,85941,723,5117,327,74834,395,76323,833,7882008

CORONA HILLS MARKETPLACE

9,727,44624,778,390330,7459,727,44625,109,13534,836,5817,288,67327,547,909-2007

RIVER PARK SHOPPING CENTER

4,324,00018,018,6531,136,4804,324,00019,155,13323,479,1332,964,12120,515,011-2009

GOLD COUNTRY CENTER

3,272,2127,864,87837,6873,278,2907,896,48711,174,7772,802,2388,372,5396,711,0902008

LA MIRADA THEATRE CENTER

8,816,74135,259,965(6,481,364)6,888,68030,706,66337,595,34212,831,65024,763,693-1998

KENNETH HAHN PLAZA

4,114,8637,660,855499,4164,114,8638,160,27112,275,1342,700,4169,574,7186,000,0002010

LA VERNE TOWN CENTER

8,414,32823,856,418132,0558,414,32823,988,47332,402,800283,76132,119,03919,279,4082014

NOVATO FAIR S.C.

9,259,77815,599,790403,5099,259,77816,003,29825,263,0764,175,52021,087,557-2009

SOUTH NAPA MARKET PLACE

1,100,00022,159,0866,838,9731,100,00028,998,05930,098,05913,519,93316,578,126-2006

PLAZA DI NORTHRIDGE

12,900,00040,574,842(21,375)12,900,00040,553,46753,453,46712,915,65640,537,811-2005

LINDA MAR SHPPING CENTER

16,548,59237,521,194-16,548,59237,521,19454,069,7861,567,42552,502,361-2014

POWAY CITY CENTRE

5,854,58513,792,4707,773,0237,247,81420,172,26527,420,0787,150,41720,269,661-2005

REDWOOD CITY PLAZA

2,552,0006,215,168-2,552,0006,215,1688,767,168843,0487,924,120-2009

STANFORD RANCH

10,583,76430,007,23116,30010,583,76430,023,53140,607,294357,47540,249,81915,827,9462014

TYLER STREET PLAZA

3,020,8837,811,339105,9473,200,5167,737,65310,938,1692,771,7728,166,3976,460,2122008

HOME DEPOT PLAZA

4,592,36418,345,257-4,592,36418,345,25722,937,6227,902,81615,034,806-1998

SAN/DIEGO CARMEL MOUNTAIN

5,322,6008,873,99128,5085,322,6008,902,49914,225,0991,775,44812,449,651-2009

FULTON MARKET PLACE

2,966,0186,920,710972,4352,966,0187,893,14510,859,1632,686,4858,172,678-2005

MARIGOLD SHOPPING CENTER

15,300,00025,563,9783,838,14515,300,00029,402,12344,702,12313,700,39831,001,725-2005

CANYON SQUARE PLAZA

2,648,11213,876,095633,0672,648,11214,509,16117,157,2731,257,03615,900,23814,119,9462013

BLACK MOUNTAIN VILLAGE

4,678,01511,913,344455,8564,678,01512,369,20017,047,2143,708,16213,339,052-2007

CITY HEIGHTS

10,687,47228,324,896(987,362)13,908,56324,116,44338,025,0061,441,05536,583,95120,885,1862012

SANTEE TROLLEY SQUARE

40,208,68362,204,5805,31040,208,68362,209,890102,418,5737,836,45494,582,119-2013

TRUCKEE CROSSROADS

2,140,0008,255,753925,8992,140,0009,181,65311,321,6535,044,9386,276,7152,829,0812006

WESTLAKE SHOPPING CENTER

16,174,30764,818,56298,226,27516,174,307163,044,837179,219,14339,343,855139,875,288-2002

LAKEWOOD VILLAGE

8,597,10024,374,615-8,597,10024,374,61532,971,715335,64332,636,07324,260,2552014

SAVI RANCH

7,295,64629,752,51110,0007,295,64629,762,51137,058,1572,892,58734,165,571-2012

VILLAGE ON THE PARK

2,194,4638,885,9876,217,5222,194,46315,103,50917,297,9725,004,59012,293,382-1998

QUINCY PLACE S.C.

1,148,3174,608,2491,280,4151,148,3175,888,6647,036,9812,415,1834,621,798-1998

EAST BANK S.C.

1,500,5686,180,103872,1771,500,5687,052,2818,552,8483,185,3895,367,460-1998

NORTHRIDGE SHOPPING CENTER

4,932,69016,496,175599,3658,934,38513,093,84622,028,231750,07621,278,15511,581,5552013

SPRING CREEK S.C.

1,423,2605,718,813(1,688,499)669,0614,784,5135,453,5743,051,3842,402,190-1998

DENVER WEST 38TH STREET

161,167646,983-161,167646,983808,150280,616527,535-1998

ENGLEWOOD PLAZA

805,8373,232,650319,680805,8373,552,3304,358,1671,576,8932,781,274-1998

FORT COLLINS S.C.

1,253,4977,625,2781,599,6081,253,4979,224,88610,478,3823,177,0137,301,369-2000

GREELEY COMMONS

3,313,09520,069,559(22,740)3,313,09520,046,81923,359,9142,177,25821,182,656-2012

HIGHLANDS RANCH VILLAGE S.C.

8,135,42721,579,936(812,283)5,337,08123,565,99828,903,0792,291,92126,611,15819,712,6222011

VILLAGE CENTER WEST

2,010,5198,361,08421,5742,010,5198,382,65810,393,177917,5849,475,5935,882,5912011

HIGHLANDS RANCH II

3,514,83711,755,916-3,514,83711,755,91615,270,753966,79414,303,959-2013

HIGHLANDS RANCH PARCEL

1,140,0002,660,000-1,140,0002,660,0003,800,00013,3003,786,700-2014

HERITAGE WEST S.C.

1,526,5766,124,074954,2211,526,5767,078,2958,604,8712,875,7905,729,082-1998

MARKET AT SOUTHPARK

9,782,76920,779,522(664)9,782,76920,778,85830,561,6272,568,52227,993,105-2011

NEWTOWN S.C.

-15,635,442--15,635,44215,635,442355,27215,280,1709,098,8982014

WEST FARM SHOPPING CENTER

5,805,96923,348,0247,613,1605,805,96930,961,18436,767,15310,572,40126,194,752-1998

HOME DEPOT PLAZA

7,704,96830,797,6401,079,9797,704,96831,877,61939,582,58713,478,44626,104,141-1998

WILTON RIVER PARK SHOPPING CTR

7,154,58527,509,279(584,422)7,154,58426,924,85734,079,4422,047,21032,032,23119,299,4512012

BRIGHT HORIZONS

1,211,7484,610,6109,4991,211,7484,620,1095,831,857374,6555,457,2021,702,7292012

WILTON CAMPUS

10,168,87231,893,016557,08010,168,87232,450,09642,618,9684,417,51538,201,45336,172,8062013

CAMDEN SQUARE

122,74166,7384,087,5673,024,3751,252,6724,277,046103,3254,173,721-2003

ELSMERE SQUARE

-3,185,6422,740,427-5,926,0695,926,0693,376,9042,549,165-1979

PROMENADE AT CHRISTIANA

14,371,686-27,86614,399,552-14,399,552-14,399,552-2014

BRANDYWINE COMMONS

-36,057,487--36,057,48736,057,487974,87135,082,616-2014

AUBURNDALE

751,315-(751,215)100-100-100-2009

CAMINO SQUARE

573,8752,295,5011,830,176733,8753,965,6774,699,5522,271,7552,427,797-1992

BAYSHORE GARDENS

2,901,00011,738,9551,281,4802,889,17713,032,25815,921,4355,624,05510,297,380-1998

CORAL SQUARE PROMENADE

710,0002,842,9073,877,939710,0006,720,8467,430,8463,130,1994,300,647-1994

MAPLEWOOD PLAZA

1,649,0006,626,3011,153,2371,649,0007,779,5389,428,5383,159,9376,268,601-1997

CURLEW CROSSING SHOPPING CTR

5,315,95512,529,4671,883,3725,315,95514,412,84019,728,7944,456,69215,272,103-2005

SPORTS AUTHORITY PLAZA

491,6761,440,0004,612,5111,007,8825,536,3056,544,1872,628,1933,915,993-1971

FT.LAUDERDALE/CYPRESS CREEK

14,258,76028,042,3902,078,48514,258,76030,120,87544,379,6357,021,30937,358,326-2009

HOMESTEAD-WACHTEL LAND LEASE

150,000--150,000-150,000-150,000-2013

OAKWOOD BUSINESS CTR-BLDG 1

6,792,50018,662,5651,661,5766,792,50020,324,14127,116,6414,222,82422,893,817-2009

AMELIA CONCOURSE

7,600,000-8,987,5541,138,21615,449,33816,587,5542,054,92714,532,627-2003

KIMCO AVENUES WALK, LLC

26,984,546-49,780,38633,225,30643,539,62676,764,932-76,764,932-2005

RIVERPLACE SHOPPING CTR.

7,503,28231,011,0271,263,3737,200,05032,577,63239,777,6826,427,78233,349,899-2010

MERCHANTS WALK

2,580,81610,366,0906,290,2202,580,81616,656,30919,237,1265,477,36113,759,765-2001

WAL-MART PLAZA

293,686792,1191,620,990293,6862,413,1092,706,7952,095,245611,550-1968

LEESBURG SHOPS

-171,636193,651-365,287365,287316,46948,818-1969

TRI-CITY PLAZA

2,832,29611,329,1856,713,4662,832,29618,042,65120,874,9479,084,89111,790,056-1992

FT LAUDERDALE #1, FL

1,002,7332,602,41513,311,1861,774,44315,141,89116,916,3349,591,5697,324,765-1974

LAKE WALES S.C.

601,052--601,052-601,052-601,052-2009

NASA PLAZA

-1,754,0002,666,332-4,420,3324,420,3323,139,0811,281,252-1968

GROVE GATE S.C.

365,8931,049,1721,207,100365,8932,256,2722,622,1651,914,661707,504-1968

CHEVRON OUTPARCEL

530,5701,253,410-530,5701,253,4101,783,980250,4201,533,560-2010

IVES DAIRY CROSSING

732,9144,080,46011,006,213732,91415,086,67315,819,5878,514,0127,305,5755,946,2131985

MILLER ROAD S.C.

1,138,0824,552,3274,535,9741,138,0829,088,30210,226,3835,526,2814,700,102-1986

TRI-CITIES SHOPPING PLAZA

1,011,0004,062,8905,245,0001,011,0009,307,89010,318,8901,936,6478,382,243-1997

KENDALE LAKES PLAZA

18,491,46128,496,001(2,241,121)15,362,22729,384,11344,746,3405,449,76039,296,581-2009

PLANTATION CROSSING

7,524,800-10,909,0136,707,91111,725,90218,433,8131,717,77616,716,038-2005

MILTON, FL

1,275,593--1,275,593-1,275,593-1,275,593-2007

FLAGLER PARK

26,162,98080,737,0411,780,04526,162,98082,517,086108,680,06617,764,91090,915,15724,470,9372007

PARK HILL PLAZA

10,763,61219,264,24828,07810,763,61219,292,32730,055,9382,914,49227,141,4477,640,3452011

WINN DIXIE-MIAMI

2,989,6409,410,360(51,872)3,544,2978,803,83112,348,128237,92012,110,208-2013

MARATHON SHOPPING CENTER

2,412,9298,069,450614,4151,514,7319,582,06311,096,794388,96810,707,826-2013

SODO S.C.

-68,139,2717,830,187142,19575,827,26375,969,45811,221,77664,747,682-2008

RENAISSANCE CENTER

9,104,37936,540,8738,882,2849,122,75845,404,77954,527,53619,589,27934,938,258-1998

MILLENIA PLAZA PHASE II

7,711,00020,702,992967,7947,698,20021,683,58629,381,7866,803,01222,578,775-2009

GRAND OAKS VILLAGE

7,409,31919,653,869(706,149)5,846,33920,510,70026,357,0392,479,03823,878,0015,813,8542011

LOWES S.C.

1,620,203-40,689954,876706,0161,660,89294,1351,566,757-2007

POMPANO BEACH

10,516,5009,170,476530,90010,516,5009,701,37620,217,87652,13020,165,747-2012

UNIVERSITY TOWN CENTER

5,515,26513,041,400248,6095,515,26513,290,01018,805,2751,462,42817,342,847-2011

PALM BEACH GARDENS

2,764,95311,059,812558,8542,764,95311,618,66614,383,6201,105,98113,277,638-2009

OAK TREE PLAZA

-917,3601,266,811-2,184,1712,184,1711,204,030980,141-1968

TUTTLEBEE PLAZA

254,961828,4651,841,942254,9612,670,4072,925,3682,093,919831,448-2008

SOUTH EAST PLAZA

1,283,4005,133,5443,405,9481,399,5258,423,3679,822,8925,399,4214,423,471-1989

SOUTH MIAMI S.C.

1,280,4405,133,8252,962,0391,280,4408,095,8649,376,3043,811,6135,564,691-1995

WINN DIXIE-ST. AUGUSTINE

1,543,0404,856,96088,4721,862,3624,626,1106,488,472131,3596,357,113-2013

CARROLLWOOD COMMONS

5,220,44516,884,2282,599,7275,220,44519,483,95524,704,4008,114,12516,590,275-1997

VILLAGE COMMONS SHOPPING CENT.

2,192,3318,774,1582,781,4622,192,33111,555,61913,747,9514,746,0049,001,947-1998

MISSION BELL SHOPPING CENTER

5,056,42611,843,1198,681,4675,067,03320,513,97925,581,0135,756,32019,824,692-2004

VILLAGE COMMONS S.C.

2,026,4235,106,4761,450,5552,026,4236,557,0318,583,4551,054,0617,529,394-2013

WINN DIXIE-TALLAHASSEE

1,253,7203,946,280127,8931,459,0793,868,8145,327,893110,2985,217,595-2013

BELMART PLAZA

1,656,0973,394,4201,595,9421,656,0974,990,3616,646,4582,1406,644,318-2014

AUGUSTA SQUARE

1,482,5645,928,1222,347,6031,482,5648,275,7259,758,2893,831,8275,926,462-1995

MARKET AT HAYNES BRIDGE

4,880,65921,549,424922,6134,889,86322,462,83227,352,6955,326,19722,026,49815,570,8422008

EMBRY VILLAGE

18,147,05433,009,514187,75718,160,52433,183,80151,344,3258,327,09543,017,23029,196,3932008

VILLAGE SHOPPES-FLOWERY BRANCH

4,444,14810,510,657134,6254,444,14810,645,28115,089,4291,518,93913,570,490-2011

LAWRENCEVILLE MARKET

8,878,26629,691,191(858,497)9,060,43628,650,52537,710,9611,524,83736,186,124-2013

FIVE FORKS CROSSING

2,363,8487,906,25715,0002,363,8487,921,25710,285,105664,5649,620,541-2013

BRAELINN VILLAGE

7,314,71920,738,792-7,314,71920,738,79228,053,512-28,053,512-2014

SAVANNAH CENTER

2,052,2708,232,9783,147,1352,052,27011,380,11313,432,3835,754,5497,677,835-1993

CHATHAM PLAZA

13,390,23835,115,8821,416,98913,403,26236,519,84749,923,11010,977,25038,945,86027,973,3412008

CLIVE PLAZA

500,5252,002,101-500,5252,002,1012,502,626971,1051,531,521-1996

METRO CROSSING

3,013,647-37,206,1651,514,91638,704,89640,219,8123,803,18336,416,629-2006

DUBUQUE CENTER

-2,152,476239,217-2,391,6932,391,693993,9801,397,713-1997

TREASURE VALLEY

6,501,240-13,607,6124,754,09215,354,76020,108,852540,02619,568,826-2005

BLOOMINGTON COMMONS

805,5212,222,3534,246,390805,5216,468,7437,274,2644,461,2352,813,028-1972

NORTHFIELD SQUARE MALL

500,4222,001,687424,877500,4222,426,5642,926,9861,149,3931,777,593-1996

CALUMET CITY-TACO BELL PARCEL

1,479,2178,815,760(9,194,977)330,000770,0001,100,000-1,100,000-1997

87TH STREET CENTER

-2,687,046879,948-3,566,9943,566,9941,626,0341,940,960-1997

ELSTON CHICAGO

1,010,3745,692,212498,8281,010,3746,191,0407,201,4142,429,3464,772,069-1997

CRYSTAL LAKE SHOPPING CENTER

179,9641,025,811384,683180,2691,410,1891,590,458501,5711,088,887-1998

DOWNERS PARK PLAZA

2,510,45510,164,4941,878,7192,510,45512,043,21314,553,6684,721,6299,832,039-1999

DOWNERS GROVE

811,7784,322,9563,348,460811,7787,671,4168,483,1942,964,1985,518,996-1997

TOWN & COUNTRY S.C.

842,5552,108,6742,310,053500,9274,760,3555,261,2823,094,0092,167,273-1972

FOREST PARK MALL

-2,335,884154,213-2,490,0972,490,0971,140,0841,350,013-1997

FAIRVIEW CITY CENTRE

-11,866,88019,122,9281,900,00029,089,80830,989,8085,640,20525,349,602-1998

RANDALL S.C.

500,42212,917,71233,551500,42212,951,26313,451,6855,588,2847,863,401-1996

SHOPS AT KILDEER

5,259,54228,141,501482,8075,259,54228,624,30933,883,8512,259,29131,624,56031,683,6642013

MOUNT PROSPECT CENTER

1,017,3456,572,1764,016,7351,017,34510,588,91111,606,2565,066,2316,540,025-1997

MUNDELIEN SHOPPING CENTER

1,127,7205,826,12977,3501,129,6345,901,5657,031,1992,498,2124,532,988-1998

NORRIDGE CENTER

-2,918,315--2,918,3152,918,3152,918,315--1997

NAPER WEST PLAZA

669,4834,464,998467,447669,4834,932,4455,601,9282,017,6963,584,232-1997

MARKETPLACE OF OAKLAWN

-678,66855,143-733,811733,811686,51247,299-1998

ORLAND PARK S.C.

476,9722,764,775(2,694,903)87,998458,846546,844189,146357,698-1998

OAK LAWN CENTER

1,530,1118,776,631623,8051,530,1119,400,43610,930,5474,132,5166,798,031-1997

22ND STREET PLAZA

1,527,1888,679,1083,298,2121,527,18811,977,32013,504,5084,965,3478,539,161-1997

EVERGREEN SQUARE

-5,081,2902,403,560-7,484,8507,484,8507,474,69310,157-1997

FREE STATE BOWLS

252,723998,099(485,425)252,723512,674765,396134,667630,729-2003

ROCKFORD CROSSINGS

4,575,99011,654,022(577,091)4,583,00511,069,91515,652,9202,612,91413,040,0079,626,8942008

SKOKIE POINTE

-2,276,3609,488,3822,628,4409,136,30311,764,7423,209,9368,554,807-1997

STREAMWOOD S.C.

181,9621,057,740216,585181,9621,274,3241,456,287509,788946,498-1998

HAWTHORN HILLS SQUARE

6,783,92833,033,6243,162,9846,783,92836,196,60842,980,5353,147,00539,833,53020,456,2782012

WOODGROVE FESTIVAL

5,049,14920,822,9934,897,7284,805,86625,964,00430,769,87010,889,92019,879,950-1998

GREENWOOD S.C.

423,3711,883,4219,656,6241,801,82210,161,59411,963,4163,645,9688,317,447-1970

HOME DEPOT CENTER

1,183,9116,335,308142,3741,185,9066,475,6867,661,5932,691,8024,969,790-1998

KROGER S.C.

405,2171,743,573872,204405,2172,615,7763,020,9941,896,5811,124,413-1976

SOUTH PARK S.C.

1,675,0316,848,2096,181,1001,551,07913,153,26114,704,3406,713,4487,990,892-1993

HAMMOND AIRE PLAZA

3,813,87315,260,6097,530,6093,813,87322,791,21826,605,0918,656,95817,948,133-1997

CENTRE AT WESTBANK

9,554,23024,401,0821,194,9909,564,64425,585,65835,150,3027,190,97227,959,32918,600,0002008

ACADIANA SQUARE

2,115,0008,508,21811,268,3223,678,27418,213,26621,891,5407,624,60414,266,936-1997

PRIEN LAKE

6,426,16715,181,072(109,020)6,341,89615,156,32321,498,2193,525,21517,973,00415,836,8282010

PRIEN LAKE PLAZA OUTPARCEL

540,0001,260,000-540,0001,260,0001,800,00065,1001,734,900-2012

AMBASSADOR PLAZA

1,803,6724,260,966(6,701)1,796,9724,260,9666,057,938996,3915,061,5474,486,5492010

BAYOU WALK

4,586,89510,836,007(4,151,723)3,076,0208,195,16011,271,1792,560,2768,710,90412,390,1482010

EAST SIDE PLAZA

3,295,7997,785,942550,9933,295,6358,337,09911,632,7331,871,1659,761,5698,556,8782010

ABINGON PLAZA

10,457,183494,652-10,457,183494,65210,951,83522,35710,929,4784,644,4922014

WASHINGTON ST.PLAZA

11,007,5935,652,368-11,007,5935,652,36816,659,961110,05416,549,9076,260,5642014

MEMORIAL PLAZA

16,411,38827,553,908153,98116,411,38827,707,88944,119,277663,70043,455,57717,263,7892014

MAIN ST. PLAZA

555,8982,139,494-555,8982,139,4942,695,39253,8442,641,5481,471,5902014

MORRISSEY PLAZA

4,097,2513,751,068-4,097,2513,751,0687,848,319126,3647,721,9553,371,6572014

GLENDALE SQUARE

4,698,8917,141,090114,0804,698,8917,255,17011,954,061343,73811,610,3225,977,6732014

FALMOUTH PLAZA

2,361,07113,065,817215,4502,361,07113,281,26715,642,338461,58715,180,7518,411,8092014

WAVERLY PLAZA

1,215,0053,622,91117,2261,215,0053,640,1374,855,142109,4604,745,6822,480,3832014

CANNING PLAZA

1,153,9213,467,368-1,153,9213,467,3684,621,289111,4664,509,8232,333,7442014

BARRINGTON PLAZA S.C.

642,1702,547,8307,315,207751,1249,754,08310,505,2074,408,0126,097,195-1994

FESTIVAL OF HYANNIS S.C.

15,038,19740,682,853612,52315,038,19741,295,37656,333,5731,767,65054,565,923-2014

FELLSWAY PLAZA

5,300,38811,013,54374,5005,300,38811,088,04316,388,431284,60516,103,8257,136,6842014

DEL ALBA PLAZA

3,163,0338,967,874-3,163,0338,967,87412,130,907181,23911,949,6688,547,4082014

NORTH QUINCY PLAZA

6,332,54217,954,110-6,332,54217,954,11024,286,65271,18524,215,467-2014

ADAMS PLAZA

2,089,3633,226,64869,6492,089,3633,296,2975,385,660100,1295,285,5311,980,2432014

BROADWAY PLAZA

6,485,065343,422-6,485,065343,4226,828,48716,8556,811,6323,038,9762014

SHREWSBURY S.C.

1,284,1685,284,8535,044,7331,284,16810,329,58611,613,7543,646,9237,966,831-2000

VINNIN SQUARE PLAZA

5,545,42516,324,06046,3565,545,42516,370,41621,915,841572,26621,343,5769,817,5322014

PARADISE PLAZA

4,183,03812,194,885336,8204,183,03812,531,70516,714,743415,75316,298,9909,487,8552014

BELMONT PLAZA

11,104,983848,844-11,104,983848,84411,953,82728,06111,925,7665,605,5622014

VINNIN SQUARE IN-LINE

582,2282,094,560-582,2282,094,5602,676,78859,9652,616,823-2014

LINDEN PLAZA

4,628,2153,535,431420,5304,628,2153,955,9618,584,176127,1168,457,0603,733,5392014

NORTH AVE. PLAZA

1,163,8751,194,673-1,163,8751,194,6732,358,54837,4352,321,113950,0102014

WASHINGTON ST. S.C.

7,380,9189,987,119-7,380,9189,987,11917,368,037236,06817,131,9686,727,7132014

MILL ST. PLAZA

4,195,0246,203,410180,7964,195,0246,384,20610,579,230234,02410,345,2064,399,1692014

FULLERTON PLAZA

14,237,9016,743,980-14,237,9016,743,98020,981,881385,59320,596,28813,038,1132014

GREENBRIER S.C.

8,891,46830,304,760(67,696)8,891,46830,237,06539,128,5331,114,66038,013,87313,303,0012014

INGLESIDE S.C.

10,416,72617,889,235-10,416,72617,889,23528,305,961522,84627,783,11520,140,7242014

SECURITY SQUARE SHOPPING CTR.

5,342,46315,147,024-5,342,46315,147,02420,489,487259,32120,230,16616,686,8432014

WILKENS BELTWAY PLAZA

9,948,23522,125,94230,7149,948,23522,156,65632,104,890919,89431,184,996-2014

YORK ROAD PLAZA

4,276,71537,205,757-4,276,71537,205,75741,482,4721,201,84740,280,62410,189,2032014

PUTTY HILL PLAZA

4,192,15211,112,111344,8804,192,15211,456,99115,649,1431,026,03214,623,111-2013

SNOWDEN SQUARE S.C.

1,929,4024,557,934-1,929,4024,557,9346,487,336370,4286,116,908-2012

KINGS CONTRIVANCE

9,308,34931,759,94031,5009,308,34931,791,44041,099,789675,66640,424,12324,384,1022014

WILDE LAKE

1,468,0385,869,86219,058,9762,577,07323,819,80226,396,8755,584,29120,812,584-2002

RIVERHILL VILLAGE CENTER

16,825,49623,282,22240,13816,825,49623,322,36040,147,856667,72439,480,13223,034,2142014

CLINTON BANK BUILDING

82,967362,371-82,967362,371445,338241,461203,877-2003

CLINTON BOWL

39,779130,7164,24738,779135,963174,74276,95797,785-2003

COLUMBIA CROSSING OUTPARCELS

1,279,2002,870,80013,844,9674,597,20013,397,76717,994,967967,12117,027,846-2011

COLUMBIA CROSSING II SHOP.CTR.

3,137,62819,868,075-3,137,62819,868,07523,005,7031,855,06021,150,642-2013

ENCHANTED FOREST S.C.

20,123,94634,345,102167,67420,123,94634,512,77654,636,7231,433,81353,202,910-2014

SHOPPES AT EASTON

6,523,71316,402,204-6,523,71316,402,20422,925,917537,00122,388,916-2014

VILLAGES AT URBANA

3,190,0746,06710,496,5744,828,7748,863,94213,692,7151,168,86812,523,848-2003

GAITHERSBURG S.C.

244,8906,787,534239,995244,8907,027,5297,272,4192,732,8224,539,597-1999

SHAWAN PLAZA

4,466,00020,222,367(869,619)4,466,00019,352,74823,818,7489,308,08314,510,6656,524,0522008

LAUREL PLAZA

349,5621,398,2502,129,108349,5623,527,3583,876,9201,494,8992,382,021-1995

LAUREL PLAZA

274,5801,100,968434,562274,5801,535,5311,810,1101,399,631410,480-1972

NORTH EAST STATION

8,219,6139,536,99037,9508,219,6139,574,94117,794,554230,05117,564,5038,761,2832014

PERRY HALL SQUARE S.C.

3,339,30912,377,3391,420,8603,339,30913,798,20017,137,5086,501,39310,636,115-2003

PERRY HALL CENTRE

6,901,1938,704,689-6,901,1938,704,68915,605,882220,20715,385,676-2014

CENTRE COURT-RETAIL/BANK

1,035,3597,785,830(29,007)1,035,3597,756,8238,792,182865,8007,926,3822,405,0962011

CENTRE COURT-GIANT

3,854,09912,769,628-3,854,09912,769,62816,623,7271,344,24515,279,4836,998,4212011

CENTRE COURT-OLD COURT/COURTYD

2,279,1775,284,57753,3602,279,1775,337,9377,617,114686,4086,930,7065,030,2362011

RADCLIFFE CENTER

12,042,71321,187,946-12,042,71321,187,94633,230,659563,87332,666,786-2014

TIMONIUM CROSSING

2,525,37714,862,817-2,525,37714,862,81717,388,194372,60217,015,59214,976,3362014

TIMONIUM SQUARE

6,000,00024,282,99816,874,9877,331,19539,826,78947,157,98418,013,73629,144,249-2003

TOWSON PLACE

43,886,876101,764,931512,51343,270,792102,893,529146,164,32010,723,770135,440,550-2012

MALLSIDE PLAZA

6,930,99618,148,727817,9646,939,59018,958,09825,897,6875,681,91920,215,76914,300,2742008

CLAWSON CENTER

1,624,7716,578,1428,703,9501,624,77115,282,09216,906,8635,963,03710,943,826-1993

WHITE LAKE COMMONS

2,300,0509,249,6072,647,6212,300,05011,897,22814,197,2785,471,7118,725,567-1996

DOWNTOWN FARMINGTON CENTER

1,098,4264,525,7232,765,5941,098,4267,291,3178,389,7433,852,2054,537,538-1993

FLINT - VACANT LAND

101,424--101,424-101,424-101,424-2012

CENTURY PLAZA

178,785925,8181,194,933178,7852,120,7512,299,5361,464,309835,228-1968

BELTLINE PLAZA

391,500958,5001,039,331391,5001,997,8312,389,3311,739,868649,463-1985

CROSS CREEK S.C.

1,451,3975,806,263426,3791,451,3976,232,6427,684,0393,304,8444,379,195-1993

GREEN ORCHARD SHOPPING CENTER

3,682,47814,730,0602,320,2183,682,47817,050,27820,732,7568,873,61011,859,146-1993

THE FOUNTAINS AT ARBOR LAKES

28,585,29666,699,02411,124,97929,485,29676,924,003106,409,29919,609,95886,799,341-2006

FNC ROSEVILLE PLAZA

132,842957,34010,302,1881,675,6679,716,70311,392,3701,192,20410,200,166-2005

CREVE COUER SHOPPING CENTER

1,044,5985,475,623740,405960,8146,299,8127,260,6262,629,6544,630,972-1998

CRYSTAL CENTER

-234,378--234,378234,37897,434136,944-1997

NORTH POINT SHOPPING CENTER

1,935,3807,800,746909,1511,935,3808,709,89710,645,2773,528,0497,117,228-1998

KIRKWOOD CROSSING

-9,704,00514,103,051-23,807,05623,807,05613,517,89810,289,159-1998

LEMAY S.C.

125,879503,5103,846,838451,1554,025,0724,476,2271,493,3132,982,914-1974

GRAVOIS PLAZA

1,032,4164,455,51411,344,3401,032,41315,799,85716,832,2708,643,9768,188,293-2008

HOME DEPOT PLAZA

431,960-758,854431,960758,8551,190,814268,487922,327-1998

PRIMROSE MARKET PLACE

2,745,59510,985,7787,914,1752,904,02218,741,52621,645,5488,699,52812,946,019-1994

PRIMROSE MARKETPLACE

905,6743,666,3865,083,942905,6748,750,3289,656,0012,715,6176,940,384825,7062002

CENTER POINT S.C.

-550,204--550,204550,204225,725324,479-1998

KINGS HIGHWAY S.C.

809,0874,430,5142,661,361809,0877,091,8747,900,9622,920,6424,980,319-1998

OVERLAND CROSSING

-4,928,677740,346-5,669,0235,669,0232,507,1653,161,858-1997

DUNN CENTER

-5,756,736849,684-6,606,4206,606,4203,008,0233,598,397-1997

SOUTH COUNTY CENTER

-2,766,644143,298-2,909,9422,909,9422,909,942--1997

CAVE SPRINGS S.C.

1,182,1947,423,4597,243,9161,563,69414,285,87515,849,5699,893,0955,956,474-1997

SPRINGFIELD S.C.

-608,79311,078,0038,800,0002,886,79611,686,7961,049,04110,637,755-1998

TURTLE CREEK TOWNE

11,535,281-33,369,72910,150,88134,754,12944,905,0107,528,60237,376,408-2004

OVERLOOK VILLAGE

8,276,50017,249,587218,7538,276,50017,468,34025,744,8402,045,31323,699,527-2012

WOODLAWN MARKETPLACE

919,2513,570,9812,418,716919,2515,989,6966,908,9482,638,5104,270,438-2008

TYVOLA MALL

-4,736,3455,635,237-10,371,58210,371,5828,132,2652,239,318-1986

CROSSROADS PLAZA

767,8643,098,8811,233,351767,8644,332,2315,100,0951,233,7533,866,342-2000

JETTON VILLAGE SHOPPES

3,875,22410,292,231(383,613)2,143,69511,640,14713,783,8421,077,65612,706,186-2011

MOUNTAIN ISLAND MARKETPLACE

3,318,5877,331,413736,0143,818,5877,567,42711,386,014881,61010,504,404-2012

WOODLAWN SHOPPING CENTER

2,010,7255,833,626-2,010,7255,833,6267,844,351520,1457,324,206-2012

CROSSROADS PLAZA

13,405,52986,455,763-13,405,52986,455,76399,861,2924,114,16595,747,12676,421,2012014

QUAIL CORNERS

7,318,32126,675,644181,7757,318,32126,857,41934,175,740689,79733,485,94318,004,2902014

OAKCREEK VILLAGE

1,882,8007,551,5762,450,6871,882,80010,002,26311,885,0634,733,3667,151,697-1996

DAVIDSON COMMONS

2,978,53312,859,867227,6232,978,53313,087,49016,066,0231,037,98315,028,040-2012

WESTRIDGE SQUARE S.C.

7,456,38119,778,703(94,631)11,977,70015,162,75327,140,4532,815,45324,325,000-2011

SENATE/HILLSBOROUGH CROSSI

519,395--519,395-519,395-519,395-2003

PARK PLACE SC

5,461,47816,163,49476,6515,469,80916,231,81521,701,6244,542,26517,159,35912,983,1362008

MOORESVILLE CROSSING

12,013,72730,604,173(295,147)11,625,80130,696,95142,322,7528,068,51534,254,238-2007

PLEASANT VALLEY PROMENADE

5,208,88520,885,79213,535,3765,208,88534,421,16839,630,05316,881,56922,748,485-1993

WAKEFIELD COMMONS III

6,506,450-(4,116,390)1,380,3061,009,7542,390,060425,6431,964,417-2001

WAKEFIELD CROSSINGS

3,413,932-(3,017,960)336,23659,737395,9734,305391,668-2001

EDGEWATER PLACE

3,150,000-6,686,9432,055,7717,781,1739,836,9432,549,4047,287,540-2003

BRENNAN STATION

7,749,75120,556,891(993,662)6,321,92320,991,05727,312,9792,807,26624,505,7148,356,2442011

BRENNAN STATION OUTPARCEL

627,9061,665,576(93,482)450,2321,749,7682,200,000220,2811,979,719-2011

CLOVERDALE PLAZA

540,667719,6556,540,090540,6677,259,7457,800,4123,523,7534,276,6594,619,7451969

SORENSEN PARK PLAZA

5,104,294-30,727,6933,791,31932,040,66735,831,9874,028,57631,803,411-2005

LORDEN PLAZA

8,872,52922,548,382447,8828,883,00422,985,78931,868,7935,781,37626,087,41725,180,1562008

WEBSTER SQUARE

11,683,14541,708,3833,898,65311,683,14545,607,03657,290,1811,520,84155,769,340-2014

ROCKINGHAM MALL-SHAWS LAND PCL

2,660,91510,643,66012,040,3003,148,71522,196,16025,344,87510,283,95015,060,92416,987,8622008

SHOP RITE PLAZA

2,417,5836,364,0941,593,4322,417,5837,957,52710,375,1096,703,4673,671,643-1985

MARLTON PLAZA

-4,318,534104,215-4,422,7494,422,7492,040,0972,382,651-1996

CINNAMINSON SHOPPING CENTER

652,1232,608,4911,635,917344,9294,551,6024,896,5312,789,4932,107,038-1996

HILLVIEW SHOPPING CENTER

16,007,64732,607,423-16,007,64732,607,42348,615,070846,87147,768,19926,518,1362014

GARDEN STATE PAVILIONS

7,530,70910,801,9491,241,3887,530,70912,043,33719,574,0462,875,94116,698,106-2011

CLARK SHOPRITE 70 CENTRAL AVE

3,496,67311,693,769(687,442)13,959,593543,40714,503,000140,93114,362,069-2013

COMMERCE CENTER WEST

385,7601,290,080160,534793,5951,042,7791,836,374146,4771,689,897-2013

COMMERCE CENTER EAST

1,518,9305,079,6901,753,8657,235,1961,117,2898,352,48599,6318,252,854-2013

BALLY'S & RITEAID 140 CENTRAL

3,170,46510,602,845(43,391)5,288,7148,441,20513,729,919511,81713,218,103-2013

EAST WINDSOR VILLAGE

9,335,01123,777,97863,8009,335,01123,841,77833,176,7894,577,94928,598,839-2008

HILLSBOROUGH PROMENADE

11,886,809-(6,880,755)5,006,054-5,006,054-5,006,054-2001

HOLMDEL TOWNE CENTER

10,824,62443,301,4946,270,43910,824,62449,571,93360,396,55615,500,80244,895,755-2002

HOLMDEL COMMONS II

16,537,55638,759,9523,413,84816,537,55642,173,80058,711,35614,559,14044,152,21618,250,2892004

PLAZA AT HILLSDALE

7,601,5966,994,196361,8297,601,5967,356,02514,957,621206,00814,751,6136,373,5102014

MAPLE SHADE

-9,957,611(13,506)-9,944,1049,944,1041,045,0748,899,031-2009

PLAZA AT SHORT HILLS

20,155,47111,061,984130,23620,155,47111,192,22131,347,692712,71230,634,98010,404,0892014

NORTH BRUNSWICK PLAZA

3,204,97812,819,91221,573,5523,204,97834,393,46437,598,44215,630,06321,968,379-1994

PISCATAWAY TOWN CENTER

3,851,83915,410,851692,2553,851,83916,103,10619,954,9456,995,11012,959,83510,337,2571998

RIDGEWOOD S.C.

450,0002,106,5661,015,675450,0003,122,2413,572,2411,489,4772,082,764-1993

UNION CRESCENT III-BEST BUY

7,895,4833,010,64028,918,3668,696,57931,127,91139,824,4899,183,11930,641,371-2007

WESTMONT PLAZA

601,6552,404,60410,803,761601,65513,208,36513,810,0205,493,2548,316,766-1994

WILLOWBROOK PLAZA

15,320,43640,996,874(949,221)15,320,43640,047,65355,368,0899,767,69445,600,395-2009

PLAZA PASEO DEL-NORTE

4,653,19718,633,5842,039,7074,653,19720,673,29125,326,4888,721,17216,605,316-1998

WARM SPRINGS PROMENADE

7,226,36319,109,9462,591,3937,226,36321,701,33928,927,7026,122,32922,805,373-2009

DEL MONTE PLAZA

2,489,4295,590,415538,2392,210,0006,408,0838,618,0842,362,5176,255,5673,142,7412006

D'ANDREA MARKETPLACE

11,556,06729,435,364(264,352)11,556,06729,171,01240,727,0795,719,95135,007,12913,162,8902007

KEY BANK BUILDING

1,500,00040,486,755(0)1,500,00040,486,75541,986,75515,145,26026,841,4954,383,3152006

BRIDGEHAMPTON COMMONS-W&E SIDE

1,811,7523,107,23225,473,7311,858,18828,534,52730,392,71517,600,08412,792,632-1972

OCEAN PLAZA

564,0972,268,7688,468564,0972,277,2362,841,333685,0782,156,255-2003

KINGS HIGHWAY

2,743,8206,811,2681,338,5132,743,8208,149,78110,893,6012,781,5858,112,016-2004

HOMEPORT - RALPH AVE

4,414,46611,339,8573,136,6394,414,46714,476,49718,890,9634,202,98914,687,974-2004

BELLMORE S.C.

1,272,2693,183,547913,6921,272,2694,097,2395,369,5081,193,4474,176,061-2004

MARKET AT BAY SHORE

12,359,62130,707,8022,552,93412,359,62133,260,73645,620,3579,910,71735,709,64012,000,0002006

KEY FOOD - ATLANTIC AVE

2,272,5005,624,589515,0234,808,8223,603,2908,412,112235,8438,176,269-2012

KING KULLEN PLAZA

5,968,08223,243,4045,401,0205,980,13028,632,37634,612,50611,497,08323,115,423-1998

PATHMARK SHOPPING CENTER

6,714,66417,359,161526,9396,714,66417,886,10024,600,7645,224,83019,375,934-2006

BIRCHWOOD PLAZA COMMACK

3,630,0004,774,791274,6733,630,0005,049,4648,679,4641,518,4377,161,027-2007

ELMONT S.C.

3,011,6587,606,0662,751,1213,011,65810,357,18713,368,8452,950,62210,418,223-2004

ELMSFORD CENTER 1

4,134,2731,193,084-4,134,2731,193,0845,327,35747,3685,279,989-2013

ELMSFORD CENTER 2

4,076,40315,598,504287,9184,076,40315,886,42219,962,825744,12219,218,703-2013

FRANKLIN SQUARE S.C.

1,078,5412,516,5813,861,8161,078,5416,378,3977,456,9371,743,2455,713,693-2004

KISSENA BOULEVARD SHOPPING CTR

11,610,0002,933,48718,81811,610,0002,952,30514,562,305909,22713,653,078-2007

SCOTIA CROSSING

110,002--110,002-110,002-110,002-2014

HAMPTON BAYS PLAZA

1,495,1055,979,3203,304,7101,495,1059,284,03110,779,1356,063,9964,715,140-1989

HICKSVILLE PLAZA

3,542,7398,266,3751,962,0853,542,73910,228,46013,771,1993,154,90910,616,290-2004

TURNPIKE PLAZA

2,471,8325,839,416125,4802,471,8325,964,8968,436,7281,387,5167,049,212-2011

JERICHO COMMONS SOUTH

12,368,33033,071,495247,07212,368,33033,318,56745,686,8977,857,16337,829,73510,879,0152007

501 NORTH BROADWAY

-1,175,543168,384-1,343,9271,343,927627,187716,741-2007

MERRY LANE (PARKING LOT)

1,485,5311,7495391,485,5312,2881,487,8193011,487,517-2007

FAMILY DOLLAR UNION TURNPIKE

909,0002,249,775230,7471,056,7092,332,8133,389,522243,6583,145,864-2012

LITTLE NECK PLAZA

3,277,25413,161,2184,397,1503,277,25317,558,36820,835,6224,962,02015,873,601-��2003

KEY FOOD - 21ST STREET

1,090,8002,699,730(164,800)1,669,1531,956,5773,625,730105,1043,520,626-2012

MANHASSET CENTER

4,567,00319,165,80831,215,5713,471,93951,476,44354,948,38220,852,17234,096,210-1999

MANHASSET CENTER(residential)

950,000-950,000-950,000-950,000-2012

MASPETH QUEENS-DUANE READE

1,872,0134,827,940931,1871,872,0135,759,1267,631,1391,758,7045,872,435-2004

NORTH MASSAPEQUA S.C.

1,880,8164,388,549563,2461,625,8985,206,7136,832,6111,781,7015,050,910-2004

MINEOLA SHOPPING CENTER

4,150,0007,520,692(407,329)4,150,0007,113,36411,263,3641,699,0769,564,288-2007

BIRCHWOOD PARK

3,507,1624,126121,5383,507,406125,4213,632,8276543,632,172-2007

SMITHTOWN PLAZA

3,528,0007,364,098292,6683,528,0007,656,76611,184,7661,566,3729,618,394-2009

MANETTO HILL PLAZA

263,693584,0319,795,009263,69310,379,04010,642,7335,707,1104,935,622-1969

SYOSSET S.C.

106,65576,1971,553,836106,6551,630,0331,736,6881,056,476680,212-1990

RICHMOND S.C.

2,280,0009,027,95111,412,5792,280,00020,440,53022,720,53010,409,00912,311,521-1989

GREENRIDGE - OUT PARCEL

2,940,00011,811,9645,878,9023,148,42417,482,44220,630,8665,613,16215,017,705-1997

FNC STATEN ISLAND PLAZA

5,600,7446,788,460(1,588,858)5,600,7445,199,60210,800,346480,97710,319,368-2005

HYLAN PLAZA

28,723,53638,232,26734,004,82028,723,53672,237,088100,960,62322,268,06778,692,557-2006

FOREST AVENUE PLAZA

4,558,59210,441,408155,8484,558,59210,597,25615,155,8483,330,98411,824,864-2005

INDEPENDENCE PLAZA

12,279,09334,813,852117,47212,279,09334,931,32447,210,417414,09546,796,32232,656,9252014

KEY FOOD - CENTRAL AVE.

2,787,6006,899,310(394,910)2,603,3216,688,6799,292,000374,6708,917,330-2012

WHITE PLAINS S.C.

1,777,7754,453,8941,918,4061,777,7756,372,3008,150,0741,992,4616,157,613-2004

CHAMPION FOOD SUPERMARKET

757,5001,874,813(24,388)2,241,118366,8072,607,92553,9042,554,021-2012

SHOPRITE S.C.

871,9773,487,909-871,9773,487,9094,359,8861,958,9502,400,936-1998

ROMAINE PLAZA

782,4591,825,737588,133782,4592,413,8703,196,329448,1182,748,211-2005

BEAVERCREEK PLAZA

635,2283,024,7224,282,441635,2287,307,1637,942,3914,928,3573,014,034-1986

OLENTANGY PLAZA

764,5171,833,6002,340,830764,5174,174,4304,938,9473,792,5981,146,349-1988

KENT CENTER

2,261,530-(1,434,789)747,82878,913826,74165,874760,867-1995

TOPS PLAZA

626,8183,712,04535,000626,8183,747,0454,373,8622,867,1871,506,675-1999

HIGH PARK CTR RETAIL

3,783,875-(2,342,306)921,704519,8651,441,569-1,441,569-2001

OREGON TRAIL CENTER

5,802,42212,622,879448,0825,802,42213,070,96118,873,3833,992,90114,880,482-2009

POWELL VALLEY JUNCTION

5,062,5003,152,982(2,690,840)2,035,1253,489,5185,524,6421,239,4244,285,219-2009

MCMINNVILLE PLAZA

4,062,327-984,4524,062,327984,4525,046,77949,8224,996,958-2006

HOSPITAL GARAGE & MED. OFFICE

-30,061,17759,094-30,120,27130,120,2717,336,02522,784,246-2004

SUBURBAN SQUARE

70,679,871166,351,3815,177,37871,279,871170,928,759242,208,63042,988,797199,219,834-2007

CHIPPEWA PLAZA

2,881,52511,526,101153,2892,881,52511,679,39114,560,9164,522,58110,038,3354,070,8992000

CARNEGIE PLAZA

-3,298,90817,747-3,316,6553,316,6551,275,6372,041,019-1999

CENTER SQUARE SHOPPING CENTER

731,8882,927,5511,318,843731,8884,246,3944,978,2822,504,8212,473,461-1996

WAYNE PLAZA

6,127,62315,605,012319,1886,135,67015,916,15422,051,8243,043,91419,007,90913,422,1892008

CHAMBERSBURG CROSSING

9,090,288-26,422,9678,790,28826,722,96735,513,2555,922,97129,590,284-2006

DEVON VILLAGE

4,856,37925,846,9104,378,9454,856,37930,225,85535,082,2342,806,26132,275,973-2012

POCONO PLAZA

1,050,0002,372,6281,474,2711,050,0003,846,8994,896,8993,091,2671,805,632-1973

RIDGE PIKE PLAZA

1,525,3374,251,7323,100,3641,525,3377,352,0978,877,4331,479,0187,398,415-2008

ACME SUPERMARKET S.C.

176,6664,895,360-176,6664,895,3605,072,0261,882,8313,189,195-1999

WHITELAND TOWN CENTER

731,8882,927,551-731,8882,927,5513,659,4391,376,2002,283,239-1996

EASTWICK WELLNESS CENTER

889,0012,762,8883,074,728889,0015,837,6166,726,6172,570,3804,156,238-1997

HARRISBURG EAST SHOPPING CTR.

452,8886,665,2386,524,3563,002,88810,639,59413,642,4828,061,0065,581,475-2002

HAMBURG WELLNESS CENTER

439,232-2,023,428494,9821,967,6772,462,660644,5241,818,1361,835,4952000

TOWNSHIP LINE S.C.

731,8882,927,551-731,8882,927,5513,659,4391,376,2002,283,239-1996

NORRITON SQUARE

686,1342,664,5353,842,548774,0846,419,1337,193,2174,537,6652,655,552-1984

NEW KENSINGTON S.C

521,9452,548,322781,570521,9453,329,8923,851,8372,987,164864,673-1986

FRANKFORD AVENUE S.C.

731,8882,927,551-731,8882,927,5513,659,4391,376,2002,283,239-1996

WEXFORD PLAZA

6,413,6359,774,6008,336,8276,349,69018,175,37224,525,0623,197,56921,327,494-2010

CROSSROADS PLAZA

788,7613,155,04412,773,089976,43915,740,45516,716,8949,122,2677,594,6279,001,6481986

SPRINGFIELD S.C.

919,9984,981,58911,295,550920,00016,277,13717,197,1377,778,5939,418,544-1983

SHREWSBURY SQUARE S.C.

8,066,10716,997,997(1,656,097)6,410,00916,997,99723,408,007647,99222,760,015-2014

CENTURY III MALL

1,468,342-85,2391,468,34285,2391,553,5802,2021,551,378-1986

WHITEHALL MALL

-5,195,577--5,195,5775,195,5772,442,3662,753,211-1996

WYNNEWOOD

15,042,165-159,27815,201,443-15,201,443-15,201,443-2014

WEST MARKET ST. PLAZA

188,5621,158,30741,711188,5621,200,0191,388,5811,160,740227,840-1986

REXVILLE TOWN CENTER

24,872,98248,688,1616,819,78125,678,06454,702,85980,380,92326,186,21354,194,711-2006

PLAZA CENTRO - COSTCO

3,627,97310,752,2131,538,7643,866,20612,052,74415,918,9505,995,5519,923,399-2006

PLAZA CENTRO - MALL

19,873,26358,719,1797,951,80019,408,11267,136,12986,544,24132,672,16853,872,073-2006

PLAZA CENTRO - RETAIL

5,935,56616,509,7482,539,2876,026,07018,958,53124,984,6019,316,29215,668,309-2006

PLAZA CENTRO - SAM'S CLUB

6,643,22420,224,7582,327,4416,520,09022,675,33329,195,42321,334,8697,860,554-2006

LOS COLOBOS - BUILDERS SQUARE

4,404,5939,627,9031,364,1584,461,14510,935,51015,396,6557,795,6227,601,033-2006

LOS COLOBOS - KMART

4,594,94410,120,147729,1284,402,33811,041,88015,444,2198,108,2077,336,012-2006

LOS COLOBOS I

12,890,88226,046,6693,374,07513,613,37528,698,25142,311,62714,345,54427,966,082-2006

LOS COLOBOS II

14,893,69830,680,5565,707,10015,142,30036,139,05451,281,35517,115,73734,165,617-2006

WESTERN PLAZA - MAYAQUEZ ONE

10,857,77312,252,5221,279,76211,241,99313,148,06424,390,0587,148,60317,241,455-2006

WESTERN PLAZA - MAYAGUEZ TWO

16,874,34519,911,0451,814,20416,872,64721,726,94738,599,59411,816,19626,783,398-2006

MANATI VILLA MARIA SC

2,781,4475,673,1191,523,6302,606,5887,371,6089,978,1963,693,8446,284,352-2006

PONCE TOWN CENTER

14,432,77828,448,7545,288,85814,903,02433,267,36648,170,39012,122,30436,048,086-2006

TRUJILLO ALTO PLAZA

12,053,67324,445,8584,207,01012,289,28828,417,25440,706,54215,433,43625,273,105-2006

MARSHALL PLAZA

1,886,6007,575,3021,962,5671,886,6009,537,86911,424,4694,391,4577,033,012-1998

ST. ANDREWS CENTER

730,1643,132,09218,701,529730,16421,833,62122,563,7858,197,63914,366,146-1978

WESTWOOD PLAZA

1,744,4306,986,0944,270,5911,744,43011,256,68513,001,1155,210,0877,791,028-1995

GALLERY SC

2,209,8128,850,8641,319,2042,209,81110,170,06912,379,8804,403,4607,976,420-1997

CHERRYDALE POINT

5,801,94832,055,0191,578,5315,801,94833,633,55039,435,4986,266,86833,168,630-2009

WOODRUFF SHOPPING CENTER

3,110,43915,501,1171,182,5333,465,19916,328,89019,794,0891,936,86217,857,227-2010

FOREST PARK

1,920,2419,544,875115,9491,920,2419,660,82411,581,064829,45910,751,606-2012

OLD TOWNE VILLAGE

-4,133,9043,130,712-7,264,6167,264,6165,702,5571,562,059-1978

HICKORY RIDGE COMMONS

596,3472,545,033(2,404,809)683,82052,750736,57118,373718,198-2000

CENTER OF THE HILLS

2,923,58511,706,145976,5422,923,58512,682,68715,606,2725,669,4749,936,7989,504,7862008

ARLINGTON CENTER

3,160,2032,285,378490,7383,160,2032,776,1165,936,3201,050,7594,885,560-1997

DOWLEN TOWN CENTER-II

2,244,581-(722,251)484,8281,037,5021,522,330130,5471,391,783-2002

GATEWAY STATION

1,373,69228,145,15827,5891,374,88028,171,55829,546,4382,266,61427,279,824-2011

BAYTOWN VILLAGE S.C.

500,4222,431,651790,598500,4223,222,2493,722,6711,352,3492,370,322-1996

BROWNSVILLE TOWNE CENTER

8,678,107-25,971,2067,943,92526,705,38834,649,3133,806,81930,842,493-2005

ISLAND GATE PLAZA

-944,5623,713,781-4,658,3434,658,3431,469,5673,188,776-1997

ISLAND GATE PLAZA

4,343,0004,723,215513,5754,343,0005,236,7909,579,790825,2758,754,515-2011

PRESTON LEBANON CROSSING

13,552,180-26,376,82612,163,69427,765,31239,929,0064,143,52735,785,479-2006

LAKE PRAIRIE TOWN CROSSING

7,897,491-27,671,7186,783,46428,785,74535,569,2093,964,70631,604,503-2006

CENTER AT BAYBROOK

6,941,01727,727,4919,334,9966,928,12037,075,38444,003,50413,448,99130,554,513-1998

CYPRESS TOWNE CENTER

6,033,932-1,601,8082,251,6665,384,0747,635,740542,6557,093,085-2003

ATASCOCITA COMMONS SHOP.CTR.

16,322,63654,587,066544,86716,099,00455,355,56571,454,5692,324,20769,130,36229,257,9862013

TOMBALL CROSSINGS

8,517,42728,484,450114,7087,964,89429,151,69137,116,5851,698,44635,418,139-2013

SHOPS AT VISTA RIDGE

3,257,19913,029,4161,717,6273,257,19914,747,04318,004,2425,945,19312,059,050-1998

VISTA RIDGE PLAZA

2,926,49511,716,4832,049,0442,926,49513,765,52816,692,0225,882,03510,809,987-1998

VISTA RIDGE PLAZA

2,276,5759,106,3001,317,8292,276,57510,424,12912,700,7044,253,1188,447,586-1998

SOUTH PLAINS PLAZA

1,890,0007,555,099429,3551,890,0007,984,4549,874,4543,391,6946,482,760-1998

LAKE JACKSON

1,562,3284,144,212-1,562,3284,144,2125,706,540766,1204,940,420-2012

KROGER PLAZA

520,3402,081,3561,306,697520,3403,388,0533,908,3931,586,1672,322,226-1995

PARKER PLAZA - FEE

7,846,946--7,846,946-7,846,946-7,846,946-2005

ACCENT PLAZA

500,4142,830,835-500,4142,830,8353,331,2491,319,3312,011,918-1996

SOUTHLAKE OAKS PHASE II-480 W.

3,011,2607,703,844(15,491)3,019,9517,679,66310,699,6132,315,0478,384,5666,021,1692008

WOODBRIDGE SHOPPING CENTER

2,568,7056,813,71660,8062,568,7056,874,5229,443,227667,6598,775,568-2012

GRAND PARKWAY MARKETPLACE

25,363,548-143,56825,507,115-25,507,115-25,507,115-2014

WESTHEIMER PLAZA

500,4222,001,687325,191500,4222,326,8782,827,300994,4101,832,890-1996

BURKE TOWN PLAZA

-43,240,068--43,240,06843,240,0681,509,82241,730,246-2014

SOUTHPARK S.C.

125,3763,476,0732,217,311125,3765,693,3845,818,7601,526,2024,292,558-1999

OLD TOWN PLAZA

4,500,00041,569,735(12,974,433)3,110,88829,984,41433,095,3024,354,36828,740,934-2007

SKYLINE VILLAGE

10,145,28328,764,045-10,145,28328,764,04538,909,329492,44838,416,88129,697,0182014

WESTPARK CENTER

82,5442,289,288280,60082,5442,569,8892,652,432869,7871,782,645-1999

BURLINGTON COAT CENTER

670,5002,751,375130,641670,5002,882,0163,552,5161,386,2992,166,217-1995

TOWNE SQUARE

8,499,37324,302,141512,0938,499,37324,814,23433,313,607415,79432,897,81325,710,1772014

VALLEY VIEW SHOPPING CENTER

3,440,0188,054,004922,7903,440,0188,976,79412,416,8122,584,0689,832,744-2004

POTOMAC RUN PLAZA

27,369,51548,451,209305,95627,369,51548,757,16576,126,68012,570,87563,555,805-2008

AUBURN NORTH

7,785,84118,157,6251,074,1747,785,84119,231,79927,017,6415,775,63921,242,002-2007

THE MARKETPLACE AT FACTORIA

60,502,35892,696,2312,354,32160,502,35895,050,553155,552,9117,803,614147,749,29756,857,9082013

FRONTIER VILLAGE SHOPPING CTR.

10,750,86335,191,22296,29910,750,86335,287,52146,038,3843,111,36542,927,02031,643,0602012

OLYMPIA WEST OUTPARCEL

360,000799,640100,360360,000900,0001,260,00056,2411,203,759-2012

SILVERDALE PLAZA

3,875,01332,148,48786,0503,755,61332,353,93736,109,5502,844,56133,264,98924,394,7312012

CHARLES TOWN PLAZA

602,0003,725,87111,278,885602,00015,004,75615,606,7569,362,1876,244,570-1985

BLUE RIDGE

12,346,90071,529,796(28,003,901)13,994,12541,878,66955,872,79516,496,25639,376,5397,368,6942005

MICROPROPERTIES

24,206,39056,481,57610,460,70630,864,20660,284,46791,148,6736,722,07984,426,594-2012

KRC NORTH LOAN IV, INC.

23,516,663-(2,015,885)21,500,778-21,500,778-21,500,778-2013

CHILE-VINA DEL MAR

11,096,948720,78145,117,45613,501,47343,433,71256,935,1852,891,23954,043,94536,650,6162008

MEXICO-HERMOSILLO

11,424,531-(10,355,772)1,068,7591,068,759-1,068,759-2008

MEXICO-GIGANTE ACQ.

7,568,41719,878,026(11,908,947)4,795,05610,742,44015,537,4963,567,52111,969,975-2007

MEXICO-MOTOROLA

47,272,528-(40,330,101)6,942,4276,942,427-6,942,427-2006

MEXICO-NON ADM BT-LOS CABOS

10,873,0701,257,517954,6295,068,5978,016,61913,085,2162,786,82010,298,396-2007

MEXICO-PLAZA SORIANA

2,639,975346,945(100,696)2,123,700762,5242,886,224-2,886,224-2007

MEXICO-TAPACHULA

13,716,428-(12,595,351)1,121,0761,121,076-1,121,076-2007

MEXICO-WALDO ACQ.

8,929,27816,888,627(24,120,215)213,9041,483,7861,697,690681,7931,015,897-2007

BALANCE OF PORTFOLIO

1,907,17865,127,203(21,908,044)1,918,491.9043,207,845.0645,126,33632,787,696.5712,338,639-

TOTALS

2,535,549,5326,092,869,1281,391,823,0002,446,951,8257,571,273,95010,018,225,7751,955,405,7208,062,820,0551,428,130,972

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

  

INITIAL COST

                      

TOTAL COST,

             
  

LAND

  

BUILDING

&

IMPROVEMENT

  

SUBSEQUENT

TO ACQUISITION

  

LAND

  

BUILDING

&

IMPROVEMENT

  

TOTAL

  

ACCUMULATED DEPRECIATION

  

NET OF

ACCUMULATED

DEPRECIATION

  

ENCUMBRANCES

  

DATE OF

ACQUISITION

(A)

  

DATE OF

CONSTRUCTION

(C)

 

HAWTHORN HILLS SQUARE

  6,783,928   33,033,624   2,230,045   6,783,928   35,263,669   42,047,596   1,583,513   40,464,084   20,964,079   2012     

WOODGROVE FESTIVAL

  5,049,149   20,822,993   4,243,714   4,805,866   25,309,991   30,115,856   9,965,994   20,149,862   -   1998     

WAUKEGAN PLAZA

  349,409   883,975   2,276,671   349,409   3,160,646   3,510,055   318,474   3,191,581   -   2005     

GREENWOOD

  423,371   1,883,421   7,316,996   1,801,822   7,821,966   9,623,788   3,409,197   6,214,592   -       1970 

SOUTH BEND, S. HIGH ST.

  183,463   1,070,401   196,857   183,463   1,267,258   1,450,721   479,920   970,802   -   1998     

OVERLAND PARK

  1,183,911   6,335,308   142,374   1,185,906   6,475,686   7,661,593   2,524,866   5,136,726   -   1998     

BELLEVUE

  405,217   1,743,573   247,204   405,217   1,990,776   2,395,994   1,847,887   548,107   -   1976     

LEXINGTON

  1,675,031   6,848,209   5,773,377   1,551,079   12,745,538   14,296,617   6,335,735   7,960,882   -   1993     

HAMMOND AIR PLAZA

  3,813,873   15,260,609   7,227,023   3,813,873   22,487,632   26,301,505   7,984,040   18,317,464   -   1997     

WINN DIXIE-BATON ROUGE

  1,229,610   3,870,390   -   1,229,610   3,870,390   5,100,000   6,646   5,093,354   -   2013     

CENTRE AT WESTBANK

  9,554,230   24,401,082   861,931   9,564,644   25,252,599   34,817,243   6,647,357   28,169,886   18,600,000   2008     

LAFAYETTE

  2,115,000   8,508,218   10,566,842   3,678,274   17,511,786   21,190,060   7,015,776   14,174,284   -   1997     

PRIEN LAKE

  6,426,167   15,181,072   (109,020)  6,341,896   15,156,323   21,498,219   3,277,316   18,220,903   15,766,898   2010     

PRIEN LAKE PLAZA OUTPARCEL

  540,000   1,260,000   -   540,000   1,260,000   1,800,000   39,900   1,760,100   -   2012     

AMBASSADOR PLAZA

  1,803,672   4,260,966   (6,701)  1,796,972   4,260,966   6,057,938   922,496   5,135,442   4,537,575   2010     

BAYOU WALK

  4,586,895   10,836,007   153,992   4,586,326   10,990,568   15,576,894   2,368,552   13,208,343   12,493,908   2010     

EAST SIDE PLAZA

  3,295,799   7,785,942   353,892   3,295,635   8,139,998   11,435,633   1,697,110   9,738,522   8,674,954   2010     

WINN DIXIE-WALKER

  1,060,840   3,339,160   -   1,060,840   3,339,160   4,400,000   6,740   4,393,260   -   2013     

GREAT BARRINGTON

  642,170   2,547,830   7,315,207   751,124   9,754,083   10,505,207   4,141,684   6,363,523   -   1994     

SHREWSBURY SHOPPING CENTER

  1,284,168   5,284,853   5,044,733   1,284,168   10,329,586   11,613,754   3,349,104   8,264,649   -   2000     

PUTTY HILL PLAZA

  4,192,152   11,112,111   83,446   4,192,152   11,195,557   15,387,709   507,077   14,880,632   9,138,792   2013     

SNOWDEN SQUARE S.C.

  1,929,402   4,557,934   -   1,929,402   4,557,934   6,487,336   185,214   6,302,122   -   2012     

WILDE LAKE

  1,468,038   5,869,862   11,035,925   2,577,073   15,796,752   18,373,824   3,149,612   15,224,212   -   2002     

CLINTON BANK BUILDING

  82,967   362,371   -   82,967   362,371   445,338   238,143   207,195   -   2003     

CLINTON BOWL

  39,779   130,716   4,247   38,779   135,963   174,742   75,120   99,622   -   2003     

TJMAXX

  1,279,200   2,870,800   12,215,685   4,597,200   11,768,485   16,365,685   561,828   15,803,857   -   2011     

COLUMBIA CROSSING II SHOP.CTR.

  3,137,628   19,868,075   -   3,137,628   19,868,075   23,005,703   927,530   22,078,173   -   2013     

VILLAGES AT URBANA

  3,190,074   6,067   10,496,574   4,828,774   8,863,942   13,692,715   985,685   12,707,031   -   2003     

GAITHERSBURG

  244,890   6,787,534   230,545   244,890   7,018,079   7,262,969   2,549,481   4,713,489   -   1999     

SHAWAN PLAZA

  4,466,000   20,222,367   (857,895)  4,466,000   19,364,472   23,830,472   8,500,106   15,330,366   7,523,895   2008     

LAUREL

  349,562   1,398,250   1,598,933   349,562   2,997,183   3,346,745   1,371,179   1,975,566   -   1995     

LAUREL

  274,580   1,100,968   434,562   274,580   1,535,531   1,810,110   1,384,389   425,721   -       1972 

OWINGS MILLS PLAZA

  303,911   1,370,221   (503,247)  303,911   866,973   1,170,885   106,811   1,064,073   -   2005     

PERRY HALL

  3,339,309   12,377,339   938,707   3,339,309   13,316,046   16,655,355   5,914,698   10,740,657   -   2003     

CENTRE COURT-RETAIL/BANK

  1,035,359   7,785,830   (29,007)  1,035,359   7,756,823   8,792,182   673,964   8,118,218   2,586,223   2011     

CENTRE COURT-GIANT

  3,854,099   12,769,628   -   3,854,099   12,769,628   16,623,727   993,572   15,630,155   7,320,245   2011     

CENTRE COURT-OLD COURT/COURTYD

  2,279,177   5,284,577   -   2,279,177   5,284,577   7,563,754   549,048   7,014,706   5,201,109   2011     

TIMONIUM SHOPPING CENTER

  6,000,000   24,282,998   16,750,746   7,331,195   39,702,549   47,033,744   17,124,265   29,909,478   -   2003     

TOWSON PLACE

  43,886,876   101,764,931   261,321   43,270,792   102,642,337   145,913,128   7,599,589   138,313,539   -   2012     

WALDORF BOWL

  225,099   739,362   84,327   235,099   813,688   1,048,787   435,235   613,552   -   2003     

WALDORF FIRESTONE

  57,127   221,621   -   57,127   221,621   278,749   130,990   147,759   -   2003     

BANGOR, ME

  403,833   1,622,331   93,752   403,833   1,716,083   2,119,916   527,748   1,592,168   -   2001     

MALLSIDE PLAZA

  6,930,996   18,148,727   188,628   6,939,589   18,328,761   25,268,351   5,298,822   19,969,529   14,509,793   2008     

STROUDWATER STREET

  1,250,000   -   -   1,250,000   -   1,250,000   -   1,250,000   -   2013     

CLAWSON

  1,624,771   6,578,142   8,738,369   1,624,771   15,316,511   16,941,282   5,742,173   11,199,109   -   1993     

WHITE LAKE

  2,300,050   9,249,607   2,210,968   2,300,050   11,460,575   13,760,625   5,115,995   8,644,630   -   1996     

CANTON TWP PLAZA

  163,740   926,150   5,249,730   163,740   6,175,879   6,339,620   829,157   5,510,463   -   2005     

CLINTON TWP PLAZA

  175,515   714,279   1,147,275   59,450   1,977,619   2,037,068   597,598   1,439,470   -   2005     

FARMINGTON

  1,098,426   4,525,723   2,657,433   1,098,426   7,183,156   8,281,582   3,642,670   4,638,911   -   1993     

FLINT - VACANT LAND

  101,424   -   -   101,424   -   101,424   -   101,424   -   2012     

LIVONIA

  178,785   925,818   1,194,933   178,785   2,120,751   2,299,536   1,368,423   931,114   -       1968 

MUSKEGON

  391,500   958,500   1,026,581   391,500   1,985,081   2,376,581   1,654,781   721,800   -   1985     

OKEMOS PLAZA

  166,706   591,193   1,877,278   166,706   2,468,471   2,635,177   237,459   2,397,718   -   2005     

TAYLOR

  1,451,397   5,806,263   426,379   1,451,397   6,232,642   7,684,039   3,139,985   4,544,054   -   1993     

WALKER

  3,682,478   14,730,060   2,320,218   3,682,478   17,050,278   20,732,756   8,405,788   12,326,968   -   1993     

EDEN PRAIRIE PLAZA

  882,596   911,373   632,145   882,596   1,543,518   2,426,114   219,623   2,206,491   -   2005     

FOUNTAINS AT ARBOR LAKES

  28,585,296   66,699,024   10,086,660   28,585,296   76,785,684   105,370,979   16,922,727   88,448,252   -   2006     

ROSEVILLE PLAZA

  132,842   957,340   10,302,188   1,675,667   9,716,703   11,392,370   923,706   10,468,664   -   2005     

CREVE COEUR, WOODCREST/OLIVE

  1,044,598   5,475,623   615,905   960,814   6,175,312   7,136,126   2,464,269   4,671,857   -   1998     

CRYSTAL CITY, MI

  -   234,378   -   -   234,378   234,378   91,405   142,973   -   1997     

INDEPENDENCE, NOLAND DR.

  1,728,367   8,951,101   442,975   1,731,300   9,391,143   11,122,443   3,618,048   7,504,396   -   1998     

NORTH POINT SHOPPING CENTER

  1,935,380   7,800,746   909,151   1,935,380   8,709,897   10,645,277   3,254,019   7,391,258   -   1998     

KIRKWOOD

  -   9,704,005   13,699,527   -   23,403,532   23,403,532   12,850,691   10,552,842   -   1998     

KANSAS CITY

  574,777   2,971,191   274,976   574,777   3,246,167   3,820,944   1,352,277   2,468,666   -   1997     

LEMAY

  125,879   503,510   3,837,848   451,155   4,016,082   4,467,237   1,412,279   3,054,957   -       1974 

GRAVOIS

  1,032,416   4,455,514   11,344,340   1,032,413   15,799,857   16,832,270   8,276,107   8,556,162   -   2008     

ST. CHARLES-UNDERDEVELOPED LAND, MO

  431,960   -   758,854   431,960   758,855   1,190,814   249,028   941,786   -   1998     

SPRINGFIELD

  2,745,595   10,985,778   7,652,181   2,904,022   18,479,532   21,383,554   8,016,088   13,367,465   -   1994     

KMART PARCEL

  905,674   3,666,386   4,933,942   905,674   8,600,328   9,506,001   2,479,405   7,026,596   1,134,178   2002     

KRC ST. CHARLES

  -   550,204   -   -   550,204   550,204   211,617   338,587   -   1998     

ST. LOUIS, CHRISTY BLVD.

  809,087   4,430,514   2,653,031   809,087   7,083,545   7,892,632   2,668,116   5,224,516   -   1998     

OVERLAND

  -   4,928,677   740,346   -   5,669,023   5,669,023   2,322,636   3,346,387   -   1997     

ST. LOUIS

  -   5,756,736   849,684   -   6,606,420   6,606,420   2,827,840   3,778,580   -   1997     

ST. LOUIS

  -   2,766,644   143,298   -   2,909,942   2,909,942   2,909,942   -   -   1997     

ST. PETERS

  1,182,194   7,423,459   7,235,423   1,563,694   14,277,382   15,841,076   9,606,826   6,234,250   -   1997     

SPRINGFIELD,GLENSTONE AVE.

  -   608,793   2,160,419   -   2,769,212   2,769,212   932,073   1,837,139   -   1998     

TURTLE CREEK

  11,535,281   -   33,369,729   10,150,881   34,754,129   44,905,010   6,536,654   38,368,356   -       2004 

OVERLOOK VILLAGE

  8,276,500   17,249,587   -   8,276,500   17,249,587   25,526,087   1,314,445   24,211,642   -   2012     

CHARLOTTE

  919,251   3,570,981   2,418,716   919,251   5,989,696   6,908,948   2,368,861   4,540,086   -   2008     

TYVOLA RD.

  -   4,736,345   5,565,798   -   10,302,143   10,302,143   7,718,141   2,584,002   -   1986     

CROSSROADS PLAZA

  767,864   3,098,881   942,332   767,864   4,041,213   4,809,077   1,108,862   3,700,214   -   2000     

JETTON VILLAGE SHOPPES

  3,875,224   10,292,231   (613,879)  2,143,695   11,409,881   13,553,576   742,373   12,811,203   -   2011     

MOUNTAIN ISLAND MARKETPLACE

  3,318,587   7,331,413   500,000   3,818,587   7,331,413   11,150,000   582,947   10,567,053   -   2012     

WOODLAWN SHOPPING CENTER

  2,010,725   5,833,626   -   2,010,725   5,833,626   7,844,351   306,914   7,537,437   -   2012     

DURHAM

  1,882,800   7,551,576   2,097,270   1,882,800   9,648,846   11,531,646   4,385,054   7,146,592   -   1996     

DAVIDSON COMMONS

  2,978,533   12,859,867   (32,227)  2,978,533   12,827,640   15,806,173   630,464   15,175,710   -   2012     

WESTRIDGE SQUARE S.C.

  7,456,381   19,778,703   (254,044)  11,977,700   15,003,340   26,981,040   2,379,927   24,601,113   -   2011     

HILLSBOROUGH CROSSING

  519,395   -   -   519,395   -   519,395   -   519,395   -   2003     


KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

  

INITIAL COST

                      

TOTAL COST,

             
  

LAND

  

BUILDING

&

IMPROVEMENT

  

SUBSEQUENT

TO ACQUISITION

  

LAND

  

BUILDING

&

IMPROVEMENT

  

TOTAL

  

ACCUMULATED DEPRECIATION

  

NET OF

ACCUMULATED

DEPRECIATION

  

ENCUMBRANCES

  

DATE OF

ACQUISITION

(A)

  

DATE OF

CONSTRUCTION

(C)

 

PARK PLACE

  5,461,478   16,163,494   54,701   5,469,809   16,209,865   21,679,674   3,928,625   17,751,048   13,173,358   2008     

MOORESVILLE CROSSING

  12,013,727   30,604,173   (403,339)  11,625,801   30,588,759   42,214,560   7,002,268   35,212,292   -   2007     

RALEIGH

  5,208,885   20,885,792   12,643,481   5,208,885   33,529,273   38,738,158   15,590,232   23,147,925   -   1993     

WAKEFIELD COMMONS II

  6,506,450   -   (2,728,390)  2,357,636   1,420,424   3,778,060   373,347   3,404,713   -       2001 

WAKEFIELD CROSSINGS

  3,413,932   -   (3,017,960)  336,236   59,737   395,973   2,977   392,995   -       2001 

EDGEWATER PLACE

  3,150,000   -   10,087,943   3,062,768   10,175,175   13,237,943   2,149,323   11,088,621   -       2003 

BRENNAN STATION

  7,749,751   20,556,891   (1,027,052)  6,321,923   20,957,667   27,279,590   1,937,329   25,342,261   8,797,971   2011     

BRENNAN STATION OUTPARCEL

  627,906   1,665,576   (93,482)  450,232   1,749,768   2,200,000   148,839   2,051,161   -   2011     

WINSTON-SALEM

  540,667   719,655   6,466,329   540,667   7,185,984   7,726,651   3,303,419   4,423,232   4,713,763       1969 

SORENSON PARK PLAZA

  5,104,294   -   30,749,693   3,791,319   32,062,667   35,853,987   3,367,808   32,486,179   -       2005 

LORDEN PLAZA

  8,872,529   22,548,382   423,882   8,883,003   22,961,789   31,844,793   4,873,038   26,971,755   24,934,203   2008     

ROCKINGHAM

  2,660,915   10,643,660   12,033,085   3,148,715   22,188,945   25,337,660   9,708,375   15,629,285   17,333,585   2008     

BAYONNE BROADWAY

  1,434,737   3,347,719   2,825,469   1,434,737   6,173,188   7,607,924   1,628,494   5,979,430   -   2004     

BRICKTOWN PLAZA

  344,884   1,008,941   (307,857)  344,884   701,084   1,045,968   66,213   979,754   -   2005     

CHERRY HILL

  2,417,583   6,364,094   1,559,162   2,417,583   7,923,256   10,340,839   6,440,845   3,899,993   -       1985 

MARLTON PIKE

  -   4,318,534   9,000   -   4,327,534   4,327,534   1,927,099   2,400,435   -   1996     

CINNAMINSON

  652,123   2,608,491   3,477,974   652,123   6,086,465   6,738,588   2,673,685   4,064,903   -   1996     

GARDEN STATE PAVILIONS

  7,530,709   10,801,949   744,382   7,530,709   11,546,331   19,077,040   2,054,430   17,022,609   -   2011     

CLARK SHOPRITE 70 CENTRAL AVE

  3,496,673   11,693,769   -   3,496,673   11,693,769   15,190,442   45,335   15,145,107   -   2013     

COMMERCE CENTER WEST

  385,760   1,290,080   -   385,760   1,290,080   1,675,840   5,001   1,670,839   -   2013     

COMMERCE CENTER EAST

  1,518,930   5,079,690   -   1,518,930   5,079,690   6,598,620   19,693   6,578,927   -   2013     

BALLY'S & RITEAID 140 CENTRAL

  3,170,465   10,602,845   -   3,170,465   10,602,845   13,773,310   41,106   13,732,204   -   2013     

EASTWINDOR VILLAGE

  9,335,011   23,777,978   63,800   9,335,011   23,841,778   33,176,789   3,887,377   29,289,412   -   2008     

HILLSBOROUGH

  11,886,809   -   (6,880,755)  5,006,054   -   5,006,054   -   5,006,054   -       2001 

HOLMDEL TOWNE CENTER

  10,824,624   43,301,494   5,271,400   10,824,624   48,572,894   59,397,517   14,052,180   45,345,338   25,879,586   2002     

HOLMDEL COMMONS

  16,537,556   38,759,952   3,413,848   16,537,556   42,173,801   58,711,357   13,167,545   45,543,811   18,621,703   2004     

HOWELL PLAZA

  311,384   1,143,159   4,694,515   311,384   5,837,674   6,149,058   644,023   5,505,034   -   2005     

MAPLE SHADE

  -   9,957,611   (177,307)  -   9,780,303   9,780,303   842,515   8,937,788   -   2009     

NORTH BRUNSWICK

  3,204,978   12,819,912   21,304,526   3,204,978   34,124,438   37,329,416   14,409,417   22,919,999   26,670,758   1994     

PISCATAWAY TOWN CENTER

  3,851,839   15,410,851   692,255   3,851,839   16,103,106   19,954,945   6,535,102   13,419,843   10,547,632   1998     

RIDGEWOOD

  450,000   2,106,566   1,015,675   450,000   3,122,241   3,572,241   1,409,038   2,163,203   -   1993     

SEA GIRT PLAZA

  457,039   1,308,010   1,457,882   457,039   2,765,892   3,222,931   283,455   2,939,476   -   2005     

UNION CRESCENT

  7,895,483   3,010,640   28,918,367   8,696,579   31,127,912   39,824,490   7,469,477   32,355,014   -   2007     

WESTMONT

  601,655   2,404,604   10,727,665   601,655   13,132,269   13,733,924   5,110,066   8,623,858   -   1994     

WILLOWBROOK PLAZA

  15,320,436   40,996,874   (969,688)  15,320,436   40,027,186   55,347,622   9,065,426   46,282,195   -   2009     

PLAZA PASEO DEL-NORTE

  4,653,197   18,633,584   1,464,134   4,653,197   20,097,718   24,750,915   8,083,424   16,667,491   -   1998     

JUAN TABO, ALBUQUERQUE

  1,141,200   4,566,817   300,234   1,141,200   4,867,051   6,008,251   1,952,334   4,055,917   -   1998     

WARM SPRINGS PROMENADE

  7,226,363   19,109,946   2,591,393   7,226,363   21,701,339   28,927,702   5,385,367   23,542,335   -   2009     

COMP USA CENTER

  2,581,908   5,798,092   (343,745)  2,581,908   5,454,347   8,036,255   2,833,791   5,202,464   2,571,708   2006     

DEL MONTE PLAZA

  2,489,429   5,590,415   502,509   2,210,000   6,372,353   8,582,354   2,027,580   6,554,774   3,391,336   2006     

D'ANDREA MARKETPLACE

  11,556,067   29,435,364   (35,616)  11,556,067   29,399,748   40,955,815   5,033,661   35,922,154   13,773,674   2007     

KEY BANK BUILDING

  1,500,000   40,486,755   -   1,500,000   40,486,755   41,986,755   13,363,465   28,623,291   9,338,603   2006     

BRIDGEHAMPTON

  1,811,752   3,107,232   25,420,044   1,858,188   28,480,839   30,339,028   16,692,418   13,646,610   33,186,972       1972 

GENOVESE DRUG STORE

  564,097   2,268,768   -   564,097   2,268,768   2,832,865   626,549   2,206,316   -   2003     

KINGS HIGHWAY

  2,743,820   6,811,268   1,338,513   2,743,820   8,149,781   10,893,601   2,601,447   8,292,154   -   2004     

HOMEPORT-RALPH AVENUE

  4,414,466   11,339,857   3,697,073   4,414,467   15,036,930   19,451,396   3,790,648   15,660,748   -   2004     

BELLMORE

  1,272,269   3,183,547   381,803   1,272,269   3,565,350   4,837,619   1,120,814   3,716,805   -   2004     

MARKET AT BAY SHORE

  12,359,621   30,707,802   1,916,035   12,359,621   32,623,837   44,983,458   9,250,407   35,733,051   12,000,000   2006     

KEY FOOD OPERATOR ATLANTIC AVE

  2,272,500   5,624,589   509,260   4,808,822   3,597,527   8,406,349   117,921   8,288,428   -   2012     

KING KULLEN PLAZA

  5,968,082   23,243,404   5,316,528   5,980,130   28,547,883   34,528,014   10,522,154   24,005,859   -   1998     

PATHMARK SC

  6,714,664   17,359,161   526,939   6,714,664   17,886,100   24,600,764   4,621,545   19,979,219   -   2006     

BIRCHWOOD PLAZA COMMACK

  3,630,000   4,774,791   274,672   3,630,000   5,049,463   8,679,463   1,408,844   7,270,620   -   2007     

ELMONT

  3,011,658   7,606,066   2,751,121   3,011,658   10,357,187   13,368,845   2,766,476   10,602,370   -   2004     

ELMSFORD CENTER 1

  4,134,273   1,193,084   -   4,134,273   1,193,084   5,327,357   11,842   5,315,515   -   2013     

ELMSFORD CENTER 2

  4,076,403   15,598,504   -   4,076,403   15,598,504   19,674,907   186,031   19,488,876   -   2013     

FRANKLIN SQUARE

  1,078,541   2,516,581   3,835,613   1,078,541   6,352,194   7,430,734   1,520,074   5,910,660   -   2004     

KISSENA BOULEVARD SC

  11,610,000   2,933,487   1,519   11,610,000   2,935,006   14,545,006   858,603   13,686,403   -   2007     

HAMPTON BAYS

  1,495,105   5,979,320   3,304,710   1,495,105   9,284,031   10,779,135   5,625,177   5,153,959   -   1989     

HICKSVILLE

  3,542,739   8,266,375   1,281,727   3,542,739   9,548,102   13,090,841   2,938,994   10,151,847   -   2004     

TURNPIKE PLAZA

  2,471,832   5,839,416   125,480   2,471,832   5,964,896   8,436,728   1,260,248   7,176,480   -   2011     

BIRCHWOOD PLAZA (NORTH & SOUTH)

  12,368,330   33,071,495   272,893   12,368,330   33,344,389   45,712,719   6,920,961   38,791,758   11,648,419   2007     

501 NORTH BROADWAY

  -   1,175,543   78,259   -   1,253,803   1,253,803   607,846   645,957   -   2007     

MERRYLANE (P/L)

  1,485,531   1,749   539   1,485,531   2,288   1,487,819   255   1,487,564   -   2007     

FAMILY DOLLAR UNION TURNPIKE

  909,000   2,249,775   230,747   1,056,709   2,332,813   3,389,522   121,829   3,267,693   -   2012     

DOUGLASTON SHOPPING CENTER

  3,277,254   13,161,218   3,788,141   3,277,253   16,949,360   20,226,613   4,429,461   15,797,152   -   2003     

KEY FOOD OPERATOR 21ST STREET

  1,090,800   2,699,730   (119,282)  1,669,153   2,002,095   3,671,248   58,820   3,612,428   -   2012     

MANHASSET VENTURE LLC

  4,567,003   19,165,808   27,930,686   3,471,939   48,191,559   51,663,498   19,528,327   32,135,171   -   1999     

MANHASSET CENTER (residential)

  950,000       -   950,000   -   950,000   -   950,000   -   2012     

MASPETH QUEENS-DUANE READE

  1,872,013   4,827,940   931,187   1,872,013   5,759,126   7,631,139   1,651,576   5,979,563   -   2004     

MASSAPEQUA

  1,880,816   4,388,549   964,761   1,880,816   5,353,310   7,234,126   1,691,291   5,542,835   -   2004     

MINEOLA SC

  4,150,000   7,520,692   (407,329)  4,150,000   7,113,364   11,263,364   1,565,324   9,698,039   -   2007     

BIRCHWOOD PARK DRIVE (LAND LOT)

  3,507,162   4,126   118,024   3,507,406   121,907   3,629,313   560   3,628,753   -   2007     

SMITHTOWN PLAZA

  3,528,000   7,364,098   292,668   3,528,000   7,656,766   11,184,766   1,225,873   9,958,892   -   2009     

PLAINVIEW

  263,693   584,031   9,815,009   263,693   10,399,040   10,662,733   5,480,157   5,182,576   13,120,709       1969 

POUGHKEEPSIE

  876,548   4,695,659   13,161,736   876,548   17,857,395   18,733,943   9,011,531   9,722,413   14,735,453       1972 

SYOSSET, NY

  106,655   76,197   1,551,676   106,655   1,627,873   1,734,528   1,021,748   712,780   -       1990 

STATEN ISLAND

  2,280,000   9,027,951   10,038,376   2,280,000   19,066,327   21,346,327   9,850,673   11,495,654   -   1989     

STATEN ISLAND

  2,940,000   11,811,964   4,760,806   3,148,424   16,364,345   19,512,770   5,266,811   14,245,959   -   1997     

STATEN ISLAND PLAZA

  5,600,744   6,788,460   (1,423,404)  5,600,744   5,365,056   10,965,800   391,991   10,573,809   -   2005     

HYLAN PLAZA

  28,723,536   38,232,267   34,528,674   28,723,536   72,760,942   101,484,478   20,981,887   80,502,591   -   2006     

STOP N SHOP STATEN ISLAND

  4,558,592   10,441,408   155,848   4,558,592   10,597,256   15,155,848   3,145,930   12,009,918   -   2005     

KEY FOOD OPERATOR CENTRAL AVE.

  2,787,600   6,899,310   (394,910)  2,603,321   6,688,679   9,292,000   187,335   9,104,665   -   2012     

WHITE PLAINS

  1,777,775   4,453,894   2,010,606   1,777,775   6,464,500   8,242,274   1,913,958   6,328,317   -   2004     

CHAMPION FOOD SUPERMARKET

  757,500   1,874,813   (24,388)  2,241,118   366,807   2,607,925   26,952   2,580,973   -   2012     

YONKERS

  871,977   3,487,909   -   871,977   3,487,909   4,359,886   1,866,286   2,493,600   -   1998     

STRAUSS ROMAINE AVENUE

  782,459   1,825,737   588,133   782,459   2,413,870   3,196,329   363,719   2,832,611   -   2005     

BEAVERCREEK

  635,228   3,024,722   4,220,733   635,228   7,245,455   7,880,683   4,779,973   3,100,710   -   1986     

OLENTANGY RIVER RD.

  764,517   1,833,600   2,340,830   764,517   4,174,430   4,938,947   3,673,675   1,265,272   -   1988     


KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

  

INITIAL COST

                      

TOTAL COST,

             
  

LAND

  

BUILDING

&

IMPROVEMENT

  

SUBSEQUENT

TO ACQUISITION

  

LAND

  

BUILDING

&

IMPROVEMENT

  

TOTAL

  

ACCUMULATED DEPRECIATION

  

NET OF

ACCUMULATED

DEPRECIATION

  

ENCUMBRANCES

  

DATE OF

ACQUISITION

(A)

  

DATE OF

CONSTRUCTION

(C)

 

KENT, OH

  6,254   3,028,914   (434,587)  6,254   2,594,328   2,600,582   2,060,839   539,743   -   1999     

KENT

  2,261,530   -   -   2,261,530   -   2,261,530   -   2,261,530   -   1995     

NORTH OLMSTED

  626,818   3,712,045   35,000   626,818   3,747,045   4,373,862   2,751,481   1,622,381   -   1999     

ORANGE OHIO

  3,783,875   -   (2,342,306)  921,704   519,865   1,441,569   -   1,441,569   -       2001 

EDMOND

  477,036   3,591,493   375,195   477,036   3,966,688   4,443,724   1,513,239   2,930,486   -   1997     

CENTENNIAL PLAZA

  4,650,634   18,604,307   868,240   4,650,634   19,472,547   24,123,181   8,725,344   15,397,837   -   1998     

OREGON TRAIL CENTER

  5,802,422   12,622,879   363,062   5,802,422   12,985,941   18,788,363   3,629,603   15,158,760   -   2009     

POWELL VALLEY JUNCTION

  5,062,500   3,152,982   (2,720,740)  2,035,125   3,459,618   5,494,742   1,166,308   4,328,434   -   2009     

MEDFORD CENTER

  8,940,798   16,995,113   349,929   8,943,600   17,342,240   26,285,840   4,985,765   21,300,075   -   2009     

MCMINNVILLE

  4,062,327   -   969,618   4,062,327   969,618   5,031,945   34,358   4,997,587   -       2006 

ALLEGHENY

  -   30,061,177   59,094   -   30,120,271   30,120,271   6,749,117   23,371,153   -   2004     

SUBURBAN SQUARE

  70,679,871   166,351,381   4,694,077   71,279,871   170,445,458   241,725,329   39,447,816   202,277,513   -   2007     

CHIPPEWA

  2,881,525   11,526,101   153,289   2,881,525   11,679,391   14,560,916   4,216,794   10,344,122   5,028,992   2000     

BROOKHAVEN PLAZA

  254,694   973,318   (61,414)  254,694   911,903   1,166,598   92,297   1,074,301   -   2005     

CARNEGIE

  -   3,298,908   17,747   -   3,316,655   3,316,655   1,190,595   2,126,061   -   1999     

CENTER SQUARE

  731,888   2,927,551   1,291,242   731,888   4,218,793   4,950,681   2,423,676   2,527,005   -   1996     

WAYNE PLAZA

  6,127,623   15,605,012   349,188   6,135,670   15,946,154   22,081,824   2,574,211   19,507,612   13,618,842   2008     

CHAMBERSBURG CROSSING

  9,090,288   -   26,422,967   8,790,288   26,722,967   35,513,255   4,970,713   30,542,543   -       2006 

DEVON VILLAGE

  4,856,379   25,846,910   4,378,945   4,856,379   30,225,855   35,082,234   1,604,676   33,477,558   -   2012     

EAST STROUDSBURG

  1,050,000   2,372,628   1,434,371   1,050,000   3,806,999   4,856,999   3,038,380   1,818,619   -       1973 

RIDGE PIKE PLAZA

  1,525,337   4,251,732   3,053,437   1,525,337   7,305,169   8,830,506   1,315,317   7,515,189   -   2008     

EXTON

  176,666   4,895,360   -   176,666   4,895,360   5,072,026   1,757,309   3,314,717   -   1999     

EXTON

  731,888   2,927,551   -   731,888   2,927,551   3,659,439   1,301,134   2,358,305   -   1996     

EASTWICK

  889,001   2,762,888   3,074,728   889,001   5,837,616   6,726,617   2,420,697   4,305,920   -   1997     

EXTON PLAZA

  294,378   1,404,778   336,688   130,246   1,905,599   2,035,844   221,534   1,814,310   -   2005     

HARRISBURG, PA

  452,888   6,665,238   3,969,364   452,888   10,634,601   11,087,489   7,824,684   3,262,805   -   2002     

HAMBURG

  439,232   -   2,023,428   494,982   1,967,677   2,462,660   593,957   1,868,703   1,950,795       2000 

HAVERTOWN

  731,888   2,927,551   -   731,888   2,927,551   3,659,439   1,301,134   2,358,305   -   1996     

NORRISTOWN

  686,134   2,664,535   3,797,064   774,084   6,373,649   7,147,733   4,400,501   2,747,232   -   1984     

NEW KENSINGTON

  521,945   2,548,322   705,540   521,945   3,253,862   3,775,807   2,962,536   813,271   -   1986     

PHILADELPHIA

  731,888   2,927,551   -   731,888   2,927,551   3,659,439   1,301,134   2,358,305   -   1996     

PHILADELPHIA PLAZA

  209,197   1,373,843   15,888   209,197   1,389,731   1,598,928   163,185   1,435,744   -   2005     

WEXFORD PLAZA

  6,413,635   9,774,600   5,678,052   6,413,635   15,452,652   21,866,287   2,651,582   19,214,705   -   2010     

242-244 MARKET STREET

  704,263   2,117,182   290,927   704,263   2,408,109   3,112,372   156,595   2,955,777   -   2007     

RICHBORO

  788,761   3,155,044   12,694,159   976,439   15,661,524   16,637,964   8,837,089   7,800,875   9,184,841   1986     

SPRINGFIELD

  919,998   4,981,589   10,569,491   920,000   15,551,078   16,471,078   7,166,892   9,304,186   -   1983     

UPPER DARBY

  231,821   927,286   5,549,754   231,821   6,477,040   6,708,861   2,865,440   3,843,421   -   1996     

WEST MIFFLIN

  1,468,342   -   -   1,468,342   -   1,468,342   -   1,468,342   -   1986     

WHITEHALL

  -   5,195,577   -   -   5,195,577   5,195,577   2,309,146   2,886,431   -   1996     

W. MARKET ST.

  188,562   1,158,307   -   188,562   1,158,307   1,346,869   1,158,307   188,562   -   1986     

REXVILLE TOWN CENTER

  24,872,982   48,688,161   6,726,885   25,678,064   54,609,964   80,288,028   23,018,940   57,269,088   -   2006     

PLAZA CENTRO - COSTCO

  3,627,973   10,752,213   1,544,456   3,866,206   12,058,435   15,924,642   5,678,367   10,246,275   -   2006     

PLAZA CENTRO - MALL

  19,873,263   58,719,179   7,977,102   19,408,112   67,161,432   86,569,544   30,677,512   55,892,031   -   2006     

PLAZA CENTRO - RETAIL

  5,935,566   16,509,748   2,467,418   6,026,070   18,886,662   24,912,732   8,812,098   16,100,634   -   2006     

PLAZA CENTRO - SAM'S CLUB

  6,643,224   20,224,758   2,338,149   6,520,090   22,686,041   29,206,131   21,185,978   8,020,153   -   2006     

LOS COLOBOS - BUILDERS SQUARE

  4,404,593   9,627,903   1,369,323   4,461,145   10,940,674   15,401,819   7,070,222   8,331,597   -   2006     

LOS COLOBOS - KMART

  4,594,944   10,120,147   734,343   4,402,338   11,047,095   15,449,433   7,356,098   8,093,335   -   2006     

LOS COLOBOS I

  12,890,882   26,046,669   3,317,629   13,613,375   28,641,805   42,255,180   13,424,831   28,830,349   -   2006     

LOS COLOBOS II

  14,893,698   30,680,556   4,598,890   15,142,300   35,030,844   50,173,144   15,967,680   34,205,465   -   2006     

WESTERN PLAZA - MAYAQUEZ ONE

  10,857,773   12,252,522   1,285,971   11,241,993   13,154,273   24,396,267   6,468,871   17,927,395   -   2006     

WESTERN PLAZA - MAYAGUEZ TWO

  16,874,345   19,911,045   1,714,874   16,872,647   21,627,617   38,500,264   10,700,368   27,799,897   -   2006     

MANATI VILLA MARIA SC

  2,781,447   5,673,119   1,254,747   2,606,588   7,102,725   9,709,313   3,540,349   6,168,964   -   2006     

PONCE TOWN CENTER

  14,432,778   28,448,754   5,257,359   14,903,024   33,235,867   48,138,891   10,573,966   37,564,925   -   2006     

TRUJILLO ALTO PLAZA

  12,053,673   24,445,858   3,846,668   12,289,288   28,056,912   40,346,199   15,186,578   25,159,621   -   2006     

MARSHALL PLAZA, CRANSTON RI

  1,886,600   7,575,302   1,924,691   1,886,600   9,499,993   11,386,593   4,120,584   7,266,008   -   1998     

CHARLESTON

  730,164   3,132,092   18,727,969   730,164   21,860,061   22,590,225   7,292,643   15,297,582   -       1978 

CHARLESTON

  1,744,430   6,986,094   4,082,494   1,744,430   11,068,588   12,813,018   4,920,834   7,892,184   -   1995     

GREENVILLE

  2,209,812   8,850,864   887,322   2,209,811   9,738,187   11,947,998   4,134,043   7,813,955   -   1997     

CHERRYDALE POINT

  5,801,948   32,055,019   1,292,326   5,801,948   33,347,345   39,149,293   4,988,102   34,161,191   -   2009     

WOODRUFF SHOPPING CENTER

  3,110,439   15,501,117   1,182,533   3,465,199   16,328,890   19,794,089   1,458,474   18,335,615   -   2010     

FOREST PARK

  1,920,241   9,544,875   (6,551)  1,920,241   9,538,324   11,458,564   520,684   10,937,880   -   2012     

MADISON

  -   4,133,904   2,880,678   -   7,014,582   7,014,582   5,582,868   1,431,714   -       1978 

HICKORY RIDGE COMMONS

  596,347   2,545,033   (2,404,809)  683,820   52,750   736,571   17,020   719,551   -   2000     

CENTER OF THE HILLS, TX

  2,923,585   11,706,145   936,582   2,923,585   12,642,727   15,566,312   5,333,883   10,232,429   9,698,220   2008     

ARLINGTON

  3,160,203   2,285,378   490,738   3,160,203   2,776,116   5,936,320   971,377   4,964,942   -   1997     

DOWLEN CENTER

  2,244,581   -   (722,251)  484,828   1,037,502   1,522,330   109,142   1,413,187   -       2002 

GATEWAY STATION

  1,373,692   28,145,158   1,189   1,374,880   28,145,158   29,520,038   1,583,288   27,936,750   -   2011     

BAYTOWN

  500,422   2,431,651   790,598   500,422   3,222,249   3,722,671   1,275,920   2,446,751   -   1996     

LAS TIENDAS PLAZA

  8,678,107   -   25,971,206   7,943,925   26,705,388   34,649,313   3,106,524   31,542,789   -       2005 

CORPUS CHRISTI, TX

  -   944,562   3,526,281   -   4,470,843   4,470,843   1,335,772   3,135,070   -   1997     

ISLAND GATE PLAZA

  4,343,000   4,723,215   647,677   4,343,000   5,370,892   9,713,892   541,777   9,172,115   -   2011     

PRESTON LEBANON CROSSING

  13,552,180   -   26,160,828   12,163,694   27,549,314   39,713,008   3,238,871   36,474,137   -       2006 

LAKE PRAIRIE TOWN CROSSING

  7,897,491   -   26,295,311   6,783,464   27,409,338   34,192,802   3,381,536   30,811,266   -       2006 

CENTER AT BAYBROOK

  6,941,017   27,727,491   9,078,279   6,928,120   36,818,666   43,746,787   12,390,597   31,356,190   -   1998     

CYPRESS TOWNE CENTER

  6,033,932   -   1,562,808   2,251,666   5,345,074   7,596,740   368,953   7,227,787   -       2003 

ATASCOCITA COMMONS SHOP.CTR.

  16,322,636   54,587,066   -   16,322,636   54,587,066   70,909,702   -   70,909,702   29,450,689   2013     

TOMBALL CROSSINGS

  8,517,427   28,484,450   -   8,517,427   28,484,450   37,001,877   -   37,001,877   -   2013     

SHOPS AT VISTA RIDGE

  3,257,199   13,029,416   743,364   3,257,199   13,772,780   17,029,979   5,580,869   11,449,110   -   1998     

VISTA RIDGE PLAZA

  2,926,495   11,716,483   1,980,576   2,926,495   13,697,060   16,623,554   5,487,373   11,136,181   -   1998     

VISTA RIDGE PHASE II

  2,276,575   9,106,300   1,333,509   2,276,575   10,439,809   12,716,384   3,886,219   8,830,165   -   1998     

SOUTH PLAINES PLAZA, TX

  1,890,000   7,555,099   429,355   1,890,000   7,984,454   9,874,454   3,179,395   6,695,059   -   1998     

LAKE JACKSON

  1,562,328   4,144,212   -   1,562,328   4,144,212   5,706,540   459,672   5,246,868   -   2012     

MESQUITE

  520,340   2,081,356   1,081,051   520,340   3,162,408   3,682,747   1,468,495   2,214,253   -   1995     

MESQUITE TOWN CENTER

  3,757,324   15,061,644   1,554,109   3,757,324   16,615,753   20,373,077   6,999,730   13,373,347   -   1998     

NEW BRAUNSFELS

  840,000   3,360,000   -   840,000   3,360,000   4,200,000   906,484   3,293,516   -   2003     

PARKER PLAZA

  7,846,946   -   -   7,846,946   -   7,846,946   -   7,846,946   -       2005 

PLANO

  500,414   2,830,835   -   500,414   2,830,835   3,331,249   1,246,719   2,084,530   -   1996     

SOUTHLAKE OAKS

  3,011,260   7,703,844   (62,791)  3,019,951   7,632,363   10,652,313   2,164,900   8,487,413   6,109,387   2008     


KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

  

INITIAL COST

                      

TOTAL COST,

             
  

LAND

  

BUILDING

&

IMPROVEMENT

  

SUBSEQUENT

TO ACQUISITION

  

LAND

  

BUILDING

&

IMPROVEMENT

  

TOTAL

  

ACCUMULATED DEPRECIATION

  

NET OF

ACCUMULATED

DEPRECIATION

  

ENCUMBRANCES

  

DATE OF

ACQUISITION

(A)

  

DATE OF

CONSTRUCTION

(C)

 

WOODBRIDGE SHOPPING CENTER

  2,568,705   6,813,716   -   2,568,705   6,813,716   9,382,421   445,106   8,937,316   -   2012     

WEST OAKS

  500,422   2,001,687   325,191   500,422   2,326,878   2,827,300   934,745   1,892,555   -   1996     

OGDEN

  213,818   855,275   4,084,007   850,699   4,302,401   5,153,100   2,046,540   3,106,560   -       1967 

COLONIAL HEIGHTS

  125,376   3,476,073   1,644,634   125,376   5,120,708   5,246,084   1,348,964   3,897,120   -   1999     

OLD TOWN VILLAGE

  4,500,000   41,569,735   (2,446,887)  4,240,387   39,382,461   43,622,847   3,251,553   40,371,295   -   2007     

RICHMOND

  82,544   2,289,288   280,600   82,544   2,569,889   2,652,432   798,703   1,853,729   -   1999     

RICHMOND

  670,500   2,751,375   -   670,500   2,751,375   3,421,875   1,311,843   2,110,032   -   1995     

VALLEY VIEW SHOPPING CENTER

  3,440,018   8,054,004   922,790   3,440,018   8,976,794   12,416,812   2,264,879   10,151,933   -   2004     

POTOMAC RUN PLAZA

  27,369,515   48,451,209   (119,969)  27,369,515   48,331,240   75,700,755   11,426,111   64,274,644   -   2008     

AUBURN NORTH

  7,785,841   18,157,625   219,761   7,785,841   18,377,386   26,163,228   5,439,154   20,724,074   -   2007     

THE MARKETPLACE AT FACTORIA

  60,502,358   92,696,231   991,958   60,502,358   93,688,190   154,190,548   2,975,325   151,215,222   56,969,809   2013     

FRONTIER VILLAGE SHOPPING CTR.

  10,750,863   34,699,792   96,299   10,750,863   34,796,091   45,546,954   2,049,215   43,497,739   32,030,743   2012     

OLYMPIA WEST OUTPARCEL

  360,000   799,640   100,360   360,000   900,000   1,260,000   33,234   1,226,766   -   2012     

SILVERDALE PLAZA

  3,875,013   32,114,921   205,450   3,875,013   32,320,372   36,195,384   1,897,248   34,298,137   24,782,374   2012     

CHARLES TOWN

  602,000   3,725,871   11,269,416   602,000   14,995,287   15,597,287   9,032,858   6,564,429   -   1985     

BLUE RIDGE

  12,346,900   71,529,796   (15,786,679)  15,872,618   52,217,399   68,090,017   17,510,234   50,579,783   14,201,702   2005     

MICROPROPERTIES

  24,206,390   56,481,576   11,349,660   31,046,618   60,991,008   92,037,626   4,482,036   87,555,590   -   2012     

KRC NORTH LOAN IV, INC.

  23,516,663   -   -   23,516,663   -   23,516,663   -   23,516,663   -   2013     

CHILE-VINA DEL MAR

  11,096,948   720,781   53,378,285   15,638,022   49,557,992   65,196,014   1,849,710   63,346,304   41,570,764       2008 

MEXICO-HERMOSILLO

  11,424,531   -   33,606,962   11,873,061   33,158,432   45,031,493   3,340,207   41,691,287   -       2008 

MEXICO-GIGANTE ACQ.

  7,568,417   19,878,026   (3,343,896)  5,836,315   18,266,232   24,102,547   4,878,095   19,224,453   -   2007     

MEXICO-MOTOROLA

  47,272,528   -   34,956,118   28,619,571   53,609,075   82,228,646   4,912,956   77,315,691   -       2006 

MEXICO-NON ADM BT-LOS CABOS

  10,873,070   1,257,517   9,046,008   9,081,452   12,095,143   21,176,595   2,617,470   18,559,126   -   2007     

MEXICO-PLAZA SORIANA

  2,639,975   346,945   242,225   2,375,782   853,364   3,229,145       3,229,145   -   2007     

MEXICO-PLAZA CENTENARIO

  3,388,861   -   (778,064)  758,346   1,852,451   2,610,797   781,148   1,829,649   -   2007     

MEXICO-NONADM BUS-NUEVO LAREDO

  10,627,540   -   19,873,813   8,652,949   21,848,404   30,501,353   5,262,617   25,238,735   -       2006 

MEXICO-NON ADM-PLAZA LAGO REAL

  11,336,743   -   7,977,346   6,088,198   13,225,890   19,314,089   996,168   18,317,920   -   2007     

MEXICO-NON ADM -PLAZA SAN JUAN

  9,631,035   -   1,578,198   5,349,714   5,859,518   11,209,232   842,139   10,367,093   -       2006 

MEXICO-RIO BRAVO HEB

  2,970,663   -   1,301,688   398,177   3,874,174   4,272,351   2,469,131   1,803,220   -   2008     

MEXICO-SAN PEDRO

  3,309,654   13,238,616   (3,146,306)  3,426,353   9,975,610   13,401,964   6,783,319   6,618,644   -   2006     

MEXICO-TAPACHULA

  13,716,428   -   18,216,802   9,997,538   21,935,692   31,933,230   2,541,559   29,391,670   -   2007     

MEXICO-TIJUANA 2000 LAND PURCHASE

  1,200,000   -   56,420   1,256,420       1,256,420       1,256,420   -   2009     

MEXICO-WALDO ACQ.

  8,929,278   16,888,627   (4,216,111)  7,098,996   14,502,798   21,601,794   2,890,196   18,711,598   -   2007     

PERU-CAMPOY

  2,675,461   -   556,149   2,746,153   485,458   3,231,611       3,231,611   -       2011 

PERU-LIMA

  811,916   -   2,029,367   784,798   2,056,485   2,841,283   156,476   2,684,807   -       2008 

BALANCE OF PORTFOLIO

  1,907,178   65,127,204   (0)  1,907,178   65,127,204   67,034,382   35,636,515   31,397,866   -         
                                             

TOTALS

  2,161,328,855   5,255,028,761   1,706,986,253   2,100,199,696   7,023,144,173   9,123,343,869   1,878,680,836   7,244,663,033   1,035,353,602         


KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

 

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

Buildings (years)

15 to 50

Fixtures, building and leasehold improvements (including certain identified intangible assets)

Terms of leases or useful lives, whichever is shorter

                                    Buildings....................15 to 50 years

                                   Fixtures, building and leasehold improvements.................Terms of leases or useful lives, whichever is shorter

                                     (including certain identified intangible assets)

 

The aggregate cost for Federal income tax purposes was approximately $8.0$8.6 billion at December 31, 2013.2014.

 

The changes in total real estate assets for the years ended December 31, 2014, 2013 2012 and 2011,2012, are as follows:

 

 

2013

  

2012

  

2011

  

2014

  

2013

  

2012

 

Balance, beginning of period

  8,947,286,646   8,771,256,852   8,587,378,001  $9,123,343,869  $8,947,286,646  $8,771,256,852 

Acquisitions

  475,108,219   411,166,315   406,431,259   548,553,619   475,108,219   411,166,315 

Improvements

  107,411,806   85,801,777   118,072,955   134,921,993   107,411,806   85,801,777 

Transfers from (to) unconsolidated joint ventures

  317,995,154   212,231,319   (49,812,485)  1,065,330,540   317,995,154   212,231,319 

Sales

  (559,328,593)  (503,767,086)  (186,887,870)  (781,200,981)  (559,328,593)  (503,767,086)

Assets held for sale

  (77,664,078)  (9,845,065)  (4,503,823)  -   (77,664,078)  (9,845,065)

Adjustment of fully depreciated asset

  (4,780,841)  (21,711,782)  (27,412,282)  (8,628,954)  (4,780,841)  (21,711,782)

Adjustment of property carrying values

  (69,463,649)  (34,121,504)  (4,616,890)  (32,935,408)  (69,463,649)  (34,121,504)

Change in exchange rate

  (13,220,795)  36,275,820   (67,392,013)  (31,158,903)  (13,220,795)  36,275,820 

Balance, end of period

  9,123,343,869   8,947,286,646   8,771,256,852  $10,018,225,775  $9,123,343,869  $8,947,286,646 

 

The changes in accumulated depreciation for the years ended December 31, 2014, 2013 2012 and 20112012 are as follows:

 

2013

  

2012

  

2011

  

2014

  

2013

  

2012

 

Balance, beginning of period

  1,745,461,577   1,693,089,989   1,549,380,256  $1,878,680,836  $1,745,461,577  $1,693,089,989 

Depreciation for year

  243,011,431   248,426,786   237,782,626   256,088,382   243,011,431   248,426,786 

Transfers (to) unconsolidated joint ventures

  -   (8,390,550)  (2,725,794)  -   -   (8,390,550)

Sales

  (96,915,316)  (161,515,292)  (59,086,170)  (167,458,882)  (96,915,316)  (161,515,292)

Adjustment of fully depreciated asset

  (4,780,841)  (21,711,782)  (27,412,282)  (8,628,954)  (4,780,841)  (21,711,782)

Assets held for sale

  (7,351,096)  (6,582,611)  (633,676)  -   (7,351,096)  (6,582,611)

Change in exchange rate

  (744,919)  2,145,037   (4,214,971)  (3,275,662)  (744,919)  2,145,037 

Balance, end of period

  1,878,680,836   1,745,461,577   1,693,089,989  $1,955,405,720  $1,878,680,836  $1,745,461,577 

 

Reclassifications:

Certain amountsAmounts in the prior period have been reclassifiedPrior Period Have Been Reclassified in orderOrder to conformConform with the current period's presentation.Current Period's Presentation.

 

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

Schedule IV - Mortgage Loans on Real Estate

As of December 31, 20132014

(in thousands)

 

Type of

Loan/Borrower

Description

Location (c)

 

Interest Accrual Rates

  

Interest Payment Rates

 

Final Maturity

Date

Periodic Payment Terms (a)

 

Prior

Liens

  

FaceAmount

ofMortgages or

Maximum Available

Credit (b)

  

Carrying Amount of

Mortgages (b) (c)

 
                         

Mortgage Loans:

                        

Borrower A

Retail

Various, Mexico

  TIIE rate + 3.25%   TIIE rate + 3.25% 

8/16/2015

P& I

  -  $34,268  $34,268 

Borrower B

Retail

Various, Mexico

  Libor + 2.5%   Libor + 2.5% 

8/16/2015

P& I

  -   15,000   15,000 

Borrower C

Retail

Westport, CT

  6.50%  6.50%

3/4/2033

I

  -   5,014   5,014 

Borrower D

Retail

Las Vegas, NV

  12.00%  12.00%

5/14/2033

I

  -   3,075   3,075 

Borrower E

NonRetail

Toronto, ON

  7.00%  7.00%

3/28/2018

P& I

  -   3,513   2,972 

Borrower F

Retail

Mexicali, Mexico

  7.00%  7.00%

6/16/2015

I

  -   2,718   2,718 

Borrower G

Retail

Miami, FL

  7.57%  7.57%

6/1/2019

P& I

  -   4,201   2,363 

Borrower H

Retail

Miami, FL

  7.57%  7.57%

6/1/2019

P& I

  -   3,966   2,355 
                         

Individually < 3%

(d)

  

(e)

  

(e)

 

(f)

  -   8,550   5,754 
                   80,305   73,519 

Other:

                        
                         

Individually < 3%

   

(g)

  

(g)

 

(h)

      600   483 
                         

Capitalized loan costs

                -   11 
                         

Total

               $80,905  $74,013 

Type of Loan/Borrower

Description

Location (c)

Interest Accrual Rates

Interest Payment Rates

Final Maturity Date

Periodic Payment Terms (a)

Prior Liens

Face Amount of Mortgages or Maximum Available Credit (b)

Carrying Amount of Mortgages (b) (c)

          

Mortgage Loans:

         

Borrower A

Retail

Westport, CT

6.50%

6.50%

3/4/2033

I

-

$ 5,014

$ 5,014

Borrower B

Retail

Miami, FL

7.57%

7.57%

6/1/2019

P& I

-

6,509

3,556

Borrower C

NonRetail

Toronto, ON

7.00%

7.00%

3/28/2018

P& I

-

3,513

3,285

Borrower D

Retail

Las Vegas, NV

10.00%

10.00%

5/14/2033

I

-

3,075

3,075

Borrower E

Retail

Arboledas, Mexico

8.75%

8.75%

5/16/2014

P& I

-

13,000

2,931

Borrower F

Retail

Miami, FL

7.57%

7.57%

6/1/2019

P& I

-

4,201

2,504

Borrower G

Retail

Miami, FL

7.57%

7.57%

6/1/2019

P& I

-

3,966

2,476

Borrower H

Retail

Miami, FL

7.57%

7.57%

6/1/2019

P& I

-

3,678

2,293

Borrower I

NonRetail

Oakbrook Terrrace, IL

6.00%

6.00%

12/9/2024

I

-

1,950

1,950

Individually < 3%

(d)

 

(e)

(e)

(f)

 

-

4,872

2,631

        

49,778

29,715

Other:

         
          

Individually < 3%

  

(g)

(g)

(h)

  

600

515

          

Capitalized loan costs

       

-

13

          

Total

       

$ 50,378

$ 30,243

 

(a) I = Interest only; P&I = Principal & Interest

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

(c) The aggregate cost for Federal income tax purposes is $74.0 million

(d) Comprised of six separate loans with original loan amounts ranging between $0.3 million and $2.2 million

(e) Interest rates range from 6.00% to 9.0%

(f) Maturity dates range from 4.5 years to 11.75 years

(g) Interest rate 2.28%

(h) Maturity date 4/1/2027

(a) I = Interest only; P&I = Principal & Interest

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

(c) The aggregate cost for Federal income tax purposes is $30.2 million

(d) Comprised of six separate loans with original loan amounts ranging between $0.4 million and $1.5 million

(e) Interest rates range from 6.88% to 10.00%

(f) Maturity dates range from 11 months to 17 years

(g) Interest rate 2.28%

(h) Maturity date 4/1/2027

 

For a reconcilition of mortgage and other financing receivables from January 1, 20112012 to December 31, 20132014 see Note 10 of the Notes to Consolidated Financial Statements included in this annual report of Form 10K.

The Company feels it is not practicable to estimate the fair value of each receivable as quoted market prices are not available.

The cost of obtaining an independent valuation on these assets is deemed excessive considering the materiality of the total receivables.

 

10299