UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the fiscal year endedDecember 31, 2006
OR
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| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the transition period from to
Commission file number1-10899
Kimco Realty Corporation
(Exact name of registrant as specified in its charter)
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| Maryland | | 13-2744380 |
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| (State of incorporation) | | (I.R.S. Employer Identification No.) |
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| 3333 New Hyde Park Road, New Hyde Park, NY | | 11042-0020 |
| |
| (Address of principal executive offices) | | Zip Code |
Registrant’s telephone number, including area code(516) 869-9000
Securities registered pursuant to Section 12(b) of the Act:
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| | | Name of each exchange on |
| Title of each class | | which registered |
| Common Stock, par value $.01 per share. | | New York Stock Exchange |
| | | |
Depositary Shares, each representing one-
tenth of a share of 6.65% Class F
Cumulative Redeemable Preferred Stock,
par value $1.00 per share. | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ Noo
Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yesþ
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12-b of the Exchange Act.
Large Accelerated Filerþ Accelerated filero Non-accelerated filero
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $9.8 billion based upon the closing price on the New York Stock Exchange for such stock on January 31, 2007.
(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.
251,162,635 shares as of January 31, 2007.
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 17, 2007.
Index to Exhibits begins on page 63.
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PART I
FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K, together with other statements and information publicly disseminated by Kimco Realty Corporation (the “Company” or “Kimco”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt, or other sources of financing on favorable terms, (iv) changes in governmental laws and regulations, (v) the level and volatility of interest rates and foreign currency exchange rates, (vi) the availability of suitable acquisition opportunities and (vii) increases in operating costs. Accordingly, there is no assurance that the Company’s expectations will be realized.
SHARE SPLIT
As of August 23, 2005, the Company effected a two-for-one split (the “Stock Split”) of the Company’s common stock in the form of a stock dividend paid to stockholders of record on August 8, 2005. All common share and per common share data included in this annual report on Form 10-K and the accompanying Consolidated Financial Statements and Notes thereto have been adjusted to reflect this Stock Split.
Item 1. Business
General Kimco Realty Corporation, a Maryland corporation, is one of the nation’s largest owners and operators of neighborhood and community shopping centers. The Company is a self-administered real estate investment trust (“REIT”) and manages its properties through present management, which has owned and operated neighborhood and community shopping centers for over 45 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of January 31, 2007, the Company had interests in 1,348 properties, totaling approximately 175.4 million square feet of gross leasable area (“GLA”) located in 45 states, Canada, Mexico and Puerto Rico. The Company’s ownership interests in real estate consist of its consolidated portfolio and in portfolios where the Company owns an economic interest, such as properties in the Company’s investment management program, where the Company partners with institutional investors and also retains management (See Recent Developments — Operating Real Estate Joint Venture Investments and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). The Company believes its portfolio of neighborhood and community shopping center properties is the largest (measured by GLA) currently held by any publicly-traded REIT.
The 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. Unless the context indicates otherwise, the term the “Company” as used herein is intended to include all subsidiaries of 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 Annual Report on Form 10-K. On the Company’s web site you can obtain, free of charge, a copy of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it to, the Securities and Exchange Commission (the “SEC”).
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History The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders. In 1973, these principals formed the Company as a Delaware corporation, and in 1985, the operations of The Kimco Corporation were merged into the Company. The Company completed its initial public stock offering (the “IPO”) in November 1991, and commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In 1994, the Company reorganized as a Maryland corporation.
The Company’s growth through its first 15 years resulted primarily from the ground-up development and construction of its shopping centers. By 1981, the Company had assembled a portfolio of 77 properties that provided an established source of income and positioned the Company for an expansion of its asset base. At that time, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and creating value through the redevelopment and re-tenanting of those properties. As a result of this strategy, a majority of the operating shopping centers added to the Company’s portfolio since 1981 have been through the acquisition of existing shopping centers.
During 1998, the Company, through a merger transaction, completed the acquisition of The Price REIT, Inc., a Maryland corporation, (the “Price REIT”). Prior to the merger, Price REIT was a self-administered and self-managed equity REIT that was primarily focused on the acquisition, development, management and redevelopment of large retail community shopping center properties concentrated in the western part of the United States. In connection with the merger, the Company acquired interests in 43 properties, located in 17 states. With the completion of the Price REIT merger, the Company expanded its presence in certain western states including California, Arizona and Washington. In addition, Price REIT had strong ground-up development capabilities. These development capabilities, coupled with the Company’s own construction management expertise, provide the Company, on a selective basis, the ability to pursue ground-up development opportunities.
Also during 1998, the Company formed Kimco Income REIT (“KIR”), an entity in which the Company held a 99.99% limited partnership interest. KIR was established for the purpose of investing in high-quality properties financed primarily with individual non-recourse mortgages. The Company believed that these properties were appropriate for financing with greater leverage than the Company traditionally used. At the time of formation, the Company contributed 19 properties to KIR, each encumbered by an individual non-recourse mortgage. During 1999, KIR sold a significant interest in the partnership to institutional investors. As of December 31, 2006, the Company holds a 45.0% non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting. (See Recent Developments — Operating Real Estate Joint Venture Investments and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
The Company has expanded its management business through the establishment of other various institutional joint venture programs in which the Company has non-controlling interests ranging generally from 5% to 45%. The Company’s largest joint venture, Kimco Prudential Joint Venture (“KimPru”), was formed in 2006, in connection with the Pan Pacific Retail Properties Inc. (“Pan Pacific”) merger transaction, with Prudential Real Estate Investors (“PREI”), which holds approximately $4.1 billion in assets. The Company earns management fees, acquisition fees, disposition fees and promoted interests based on value creation. As of December 31, 2006, the Company’s assets under management were valued at approximately $14.0 billion, comprising 458 of properties. (See Recent Developments — Operating Real Estate Joint Venture Investments and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
In connection with the Tax Relief Extension Act of 1999 (the “RMA”) which became effective January 1, 2001, the Company is permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate related opportunities, including (i) merchant building through its wholly-owned taxable REIT subsidiary, Kimco Developers, Inc. (“KDI”), which is primarily engaged in the ground-up development of neighborhood and community shopping centers and subsequent sale thereof upon completion (see Recent Developments — Ground-Up Development), (ii) retail real estate advisory and disposition services, which primarily focus on leasing and disposition strategies for real estate property interests of both healthy and distressed retailers and
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(iii) acting as an agent or principal in connection with tax deferred exchange transactions. The Company will consider other investments through taxable REIT subsidiaries should suitable opportunities arise.
The Company has continued its geographic expansion with investments in Canada, Mexico and Puerto Rico. During October 2001, the Company formed the RioCan Venture with (“RioCan Venture”) RioCan Real Estate Investment Trust (“RioCan”, Canada’s largest publicly traded REIT measured by GLA) in which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The Company accounts for this investment under the equity method of accounting. The Company has expanded its presence in Canada with the establishment of other joint venture arrangements. During 2002, the Company, along with various strategic co-investment partners, began acquiring operating and development properties located in Mexico. During 2006, the Company acquired interests in shopping center properties located in Puerto Rico through joint ventures in which the Company holds controlling ownership interests. (See Recent Developments — Operating Properties and Operating Real Estate Joint Venture Investments and Notes 3 and 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
The Company generated equity in income from its unconsolidated Canadian investments in real estate joint ventures of approximately $21.1 million and $21.6 million during 2006 and 2005, respectively. In addition, income from other unconsolidated Canadian real estate investments approximately $13.9 million and $6.6 million during 2006 and 2005, respectively.
The Company recognized equity in income from its unconsolidated Mexican investments in real estate joint ventures of approximately $11.8 million and $2.2 million during 2006 and 2005, respectively.
The Company’s revenues from its consolidated Mexican subsidiaries aggregated approximately $2.4 million and $1.2 million during 2006 and 2005, respectively.
In addition, the Company continues to capitalize on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties. The Company also provides preferred equity capital for real estate entrepreneurs and provides real estate capital and advisory services to both healthy and distressed retailers. The Company also makes selective investments in secondary market opportunities where a security or other investment is, in management’s judgment, priced below the value of the underlying real estate.
Investment and Operating Strategy The Company’s investment objective has been to increase cash flow, current income and, consequently, the value of its existing portfolio of properties, and to seek continued growth through (i) the strategic re-tenanting, renovation and expansion of its existing centers and (ii) the selective acquisition of established income-producing real estate properties and properties requiring significant re-tenanting and redevelopment, primarily in neighborhood and community shopping centers in geographic regions in which the Company presently operates. The Company has and will continue to consider investments in other real estate sectors and in geographic markets where it does not presently operate should suitable opportunities arise.
The Company’s neighborhood and community shopping center properties are designed to attract local area customers and typically are anchored by a discount department store, a supermarket or a drugstore tenant offering day-to-day necessities rather than high-priced luxury items. The Company may either purchase or lease income-producing properties in the future and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership. Equity investments may be subject to existing mortgage financing and/or other indebtedness. Financing or other indebtedness may be incurred simultaneously or subsequently in connection with such investments. Any such financing or indebtedness will have priority over the Company’s equity interest in such property. The Company may make loans to joint ventures in which it may or may not participate.
In addition to property or equity ownership, the Company provides property management services for fees relating to the management, leasing, operation, supervision and maintenance of real estate properties.
While the Company has historically held its properties for long-term investment, and accordingly has placed strong emphasis on its ongoing program of regular maintenance, periodic renovation and capital improvement, it is possible that properties in the portfolio may be sold, in whole or in part, as circumstances warrant, subject to REIT qualification rules.
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The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. At December 31, 2006, the Company’s single largest neighborhood and community shopping center accounted for only 1.6% of the Company’s annualized base rental revenues and only 0.8% of the Company’s total shopping center GLA. At December 31, 2006, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s, and Wal-Mart, which represent approximately 3.5%, 2.9%, 2.5%, 2.2% and 2.1%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
In connection with the RMA, which became effective January 1, 2001, the Company has expanded its investment and operating strategy to include new real estate related opportunities which the Company was precluded from previously in order to maintain its qualification as a REIT. As such, the Company, has established a merchant building business through its KDI subsidiary. KDI makes selective acquisitions of land parcels for the ground-up development of neighborhood and community shopping centers and subsequent sale thereof upon completion. Additionally, the Company has developed a business which specializes in providing capital, real estate advisory services and disposition services of real estate controlled by both healthy and distressed and/or bankrupt retailers. These services may include assistance with inventory and fixture liquidation in connection with going-out-of-business sales. The Company may participate with other entities in providing these advisory services through partnerships, joint ventures or other co-ownership arrangements. The Company, as a regular part of its investment strategy, will continue to actively seek investments for its taxable REIT subsidiaries.
The Company emphasizes equity real estate investments including preferred equity investments, but may, at its discretion, invest in mortgages, other real estate interests and other investments. The mortgages in which the Company may invest may be either first mortgages, junior mortgages or other mortgage-related securities. The Company provides mortgage financing to retailers with significant real estate assets, in the form of lease- hold interests or fee-owned properties, where the Company believes the underlying value of the real estate collateral is in excess of its loan balance. In addition, the Company will acquire debt instruments at a discount in the secondary market where the Company believes the real estate value of the enterprise is substantially greater than the current value.
The Company may legally invest in the securities of other issuers, for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification. The Company may, on a selective basis, acquire all or substantially all securities or assets of other REITs or similar entities where such investments would be consistent with the Company’s investment policies. In any event, the Company does not intend that its investments in securities will require it to register as an “investment company” under the Investment Company Act of 1940.
The Company has authority to offer shares of capital stock or other senior securities in exchange for property and to repurchase or otherwise reacquire its common stock or any other securities and may engage in such activities in the future. At all times, the Company intends to make investments in such a manner as to be consistent with the requirements of the Code to qualify as a REIT unless, because of circumstances or changes in the Code (or in Treasury Regulations), the Board of Directors determines that it is no longer in the best interests of the Company to qualify as a REIT.
The Company’s policies with respect to the aforementioned activities may be reviewed and modified from time to time by the Company’s Board of Directors without the vote of the Company’s stockholders.
Capital Strategy and Resources The Company intends to operate with and maintain a conservative capital structure with a level of debt to total market capitalization of approximately 50% or less. As of December 31, 2006, the Company’s level of debt to total market capitalization was 23%. In addition, the Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings. It is management’s intention that the Company continually have access to the capital resources necessary to expand and develop its business. Accordingly, the Company may, from time to time, seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt structure.
Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since
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the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $4.9 billion. Proceeds from public capital market activities have been used for 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. In March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large Cap corporations, most of which are U.S. corporations.
The Company has an $850.0 million unsecured credit facility, (the “Credit Facility”) which is scheduled to expire in July 2008. Under the Credit Facility, funds may be borrowed for general corporate purposes, including the funding of (i) property acquisitions, (ii) development and redevelopment costs and (iii) any short-term working capital requirements. Interest on borrowings under the Credit Facility accrue at a spread (currently 0.45%) to LIBOR and fluctuates in accordance with changes in the Company’s senior debt ratings. As part of this Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $425.0 million of its requested borrowings to the bank group. This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread to LIBOR of 0.45%. A facility fee of 0.125% per annum is payable quarterly in arrears. In addition, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is (i) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate debt and minimum unencumbered asset and equity levels, and (ii) restricted from paying dividends in amounts that exceed 95% of funds from operations, as defined. As of December 31, 2006, there was no outstanding balance under this credit facility.
Additionally, the Company has a Canadian denominated (“CAD”) $250.0 million unsecured revolving credit facility with a group of banks. This facility originally bore interest at the CDOR Rate, as defined therein, plus 0.50% and is scheduled to expire in March 2008. During January 2006, the facility was amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Company’s $850.0 million U.S. Credit Facility. Proceeds from this facility are used for general corporate purposes including the funding of Canadian denominated investments. As of December 31, 2006, there was no outstanding balance under this facility.
The Company also has a three-year Mexican Peso denominated (“MXP”) 500.0 million unsecured revolving credit facility. This facility bears interest at the TIIE Rate, as defined therein, plus 1.00% and is scheduled to expire in May 2008. Proceeds from this facility are used to fund peso denominated investments. As of December 31, 2006, there was no outstanding balance under this facility.
The Company also has a medium-term notes (“MTN”) program pursuant to which it may, from time to time, offer for sale its senior unsecured debt for any general corporate purpose, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs, and (ii) managing the Company’s debt maturities. (See Note 11 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
During March 2006, the Company issued $300.0 million of fixed rate unsecured senior notes under its MTN program. This fixed rate MTN matures March 15, 2016 and bears interest at 5.783% per annum. The proceeds from this MTN issuance were primarily used to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility and for general corporate purposes.
During June 2006, the Company entered into a third supplemental indenture, under the indenture governing its medium-term notes and senior notes, which amended the (i) total debt test and secured debt test by changing the asset value definition from undepreciated real estate assets to total assets, with total assets being defined as undepreciated real estate assets, plus other assets (but excluding goodwill and amortized debt costs) and (ii) maintenance of unencumbered total asset value covenant by increasing the requirement of the ratio of unencumbered total asset value to outstanding unsecured debt from 1 to 1 to 1.5 to 1. Additionally, the same amended covenants were adopted within the Canadian supplemental indenture, which governs the 4.45% Canadian Debentures due in 2010. As a result of the amended covenants, the Company has increased its borrowing capacity by approximately $2.0 billion.
During August 2006, Kimco North Trust III, a wholly-owned subsidiary of the Company, completed the issuance of $200.0 million Canadian denominated senior unsecured notes. The notes bear interest at 5.18% and mature on August 16, 2013. The proceeds were used by Kimco North Trust III to pay down outstanding indebtedness under the existing credit
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facility, to fund long-term investments in Canadian real estate and for general corporate purposes.
In connection with the October 31, 2006, Pan Pacific merger transaction, the Company assumed $630.0 million of unsecured notes payable. These notes bear interest at fixed rates ranging from 4.70% to 7.95% per annum and have maturity dates ranging from June 29, 2007 to September 1, 2015 (see Recent Developments — Operating Real Estate Joint Venture Investments — Pan Pacific Retail Properties Inc., and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).
During 2006, the Company repaid its $30.0 million 6.93% fixed rate notes, which matured on July 20, 2006, $100.0 million floating rate notes, which matured on August 1, 2006, and $55.0 million 7.50% fixed rate notes, which matured on November 5, 2006.
In addition to the public debt and equity markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of ground-up development projects. As of December 31, 2006, the Company’s consolidated property portfolio had over 390 unencumbered property interests representing over 81% of the Company’s 2006 net operating income.
During March 2006, the Company completed a primary public stock offering of 10,000,000 shares of the Company’s common stock (“Common Stock”). The net proceeds from this sale of Common Stock, totaling approximately $405.5 million (after related transaction costs of $2.5 million) were primarily used to repay the outstanding balance under the Company’s U.S. revolving credit facility, partial repayment of the outstanding balance under the Company’s Canadian denominated credit facility and for general corporate purposes.
During March 2006, the shareholders of Atlantic Realty Trust (“Atlantic Realty”) approved a proposed merger with the Company and the closing occurred on March 31, 2006. As consideration for this transaction, the Company issued Atlantic Realty shareholders 1,274,420 shares of Common Stock, excluding 748,510 shares of Common Stock that were to be received by the Company, at a price of $40.41 per share. (See Note 17 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
During May 2006, the Company filed a shelf registration statement on Form S-3ASR, which is effective for a three year term, for the unlimited future offerings, from time to time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants.
On September 25, 2006, Pan Pacific stockholders approved the proposed merger with the Company and the closing occurred on October 31, 2006. Under the terms of the merger agreement, the Company agreed to acquire all of the outstanding shares of Pan Pacific for a total merger consideration of $70.00 per share. As permitted under the merger agreement, the Company elected to issue $10.00 per share of the total merger consideration in the form of Common Stock. As such, the Company issued 9,185,847 shares of Common Stock valued at $407.7 million, which was based upon the average closing price of the Common Stock over the ten trading days immediately preceding the closing date. (See Recent Developments — Operating Real Estate Joint Venture Investment — Pan Pacific Retail Properties Inc. and Note 7 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.)
The Company anticipates that cash flows from operating activities will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and the payment of dividends in accordance with REIT requirements in both the short term and long term. In addition, the Company anticipates that cash on hand, free cash flow generated by the operating business, availability under its revolving credit facilities, and issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. Cash flow from operating activities (see Consolidated Statements of Cash Flows) was $455.6 million for the year ended December 31, 2006, as compared to $410.8 million for the year ended December 31, 2005.
Competition As one of the original participants in the growth of the shopping center industry and one of the nation’s largest owners and operators of neighborhood and community shopping centers, the Company has established close relationships with a large number of major national and regional retailers and maintains a broad network of industry contacts. Management is associated with and/or actively participates in many shopping center and REIT industry organizations. Notwithstanding these relationships, there are numerous regional and local commercial developers, real estate companies, financial institutions and other investors who compete with the Company for the acquisition of properties and other investment opportunities and in seeking tenants who will lease space
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in the Company’s properties.
Inflation and Other Business Issues 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 predetermined thresholds (“Percentage Rents”), which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses include increases in the consumer price index or similar inflation indices. In addition, many of the Company’s leases are for terms of less than 10 years, which permits the Company to seek to increase rents upon renewal to market rates. Most of the Company’s leases require tenants to reimburse the Company for their allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the 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 fluctuations in foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and changes in foreign currency exchange rates.
Operating Practices Nearly all operating functions, including leasing, legal, construction, data processing, maintenance, finance and accounting, are administered by the Company from its executive offices in New Hyde Park, New York and supported by the Company’s regional offices. The Company believes it is critical to have a management presence in its principal areas of operation and accordingly, the Company maintains regional offices in various cities throughout the United States. A total of 618 persons are employed at the Company’s executive and regional offices.
The Company’s regional offices are generally staffed by a regional business leader and the operating personnel necessary to both function as local representatives for leasing and promotional purposes, to complement the corporate office’s administrative and accounting efforts and to ensure that property inspection and maintenance objectives are achieved. The regional offices are important in reducing the time necessary to respond to the needs of the Company’s tenants. Leasing and maintenance personnel from the corporate office also conduct regular inspections of each shopping center.
The Company also employs a total of 14 persons at several of its larger properties in order to more effectively administer its maintenance and security responsibilities.
Qualification as a REIT The Company has elected, commencing with its taxable year which began January 1, 1992, to qualify as a REIT under the Code. If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code.
In connection with the RMA, which became effective January 1, 2001, the Company is permitted to participate in activities which the Company was precluded from previously in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations. The primary activities conducted by the Company in its taxable REIT subsidiaries during 2006 included, but were not limited to, (i) the ground-up development of shopping center properties and subsequent sale thereof upon completion (see Recent Developments — Ground-Up Development), (ii) real estate advisory and disposition services, and (iii) acting as an agent or principal in connection with tax deferred exchange transactions. As such, the Company was subject to federal and state income taxes on the income from these activities.
Recent Developments
Operating Properties -
Acquisitions -
During 2006, the Company acquired, in separate transactions, 40 operating properties, comprising an aggregate 4.8 million square feet of GLA, for an aggregate purchase price of approximately $1.1 billion, including the assumption of approximately $297.7 million of non-recourse mortgage debt encumbering 20 of the properties, issuance of approximately $247.6 million of redeemable units relating to 10 properties and issuance of approximately $51.5 million of Common Stock relating to one property. Details of these transactions are as follows (in thousands):
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| | | | | | | Purchase Price | | | | |
| | | | | | | | | | | Debt Assumed/ | | | | | | | |
| | | | | Month | | | | | | Stock | | | | | | | |
| Property Name | | Location | | Acquired | | Cash | | | or Units Issued | | | Total | | | GLA | |
| Portfolio — 19 properties | | Various: CA, NV, & HI | | Jan-06 | | $ | 114,430 | | | $ | 19,124 | | | $ | 133,554 | | | | 815 | |
| | | | | | | | | | | | | | | | | | | | | |
| Groves at Lakeland | | Lakeland, FL | | Feb-06 | | | 1,500 | | | | — | | | | 1,500 | | | | 105 | |
| | | | | | | | | | | | | | | | | | | | | |
| 625 Broadway | | New York, NY | | Feb-06 | | | 36,600 | | | | 27,750 | | | | 64,350 | | | | 83 | |
| | | | | | | | | | | | | | | | | | | | | |
| 387 Bleecker Street | | New York, NY | | Feb-06 | | | 3,700 | | | | 2,960 | | | | 6,660 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| Cupertino Village | | Cupertino, CA | | Mar-06 | | | 27,400 | | | | 38,000 | | | | 65,400 | | | | 115 | |
| | | | | | | | | | | | | | | | | | | | | |
| Poway Center | | Poway, CA | | Mar-06(a) | | | 3,500 | | | | — | | | | 3,500 | | | | 16 | |
| | | | | | | | | | | | | | | | | | | | | |
| Plaza Centro | | Caguas, PR | | Mar-06 | | | 35,731 | | | | 71,774 | (b) | | | 107,505 | | | | 438 | |
| | | | | | | | | | | | | | | | | | | | | |
| Los Colobos | | Carolina, PR | | Mar-06 | | | 36,684 | | | | 41,719 | (b) | | | 78,403 | | | | 343 | |
| | | | | | | | | | | | | | | | | | | | | |
| Hylan Plaza | | Staten Island, NY | | Mar-06 | | | — | | | | 81,800 | (c) | | | 81,800 | | | | 358 | |
| | | | | | | | | | | | | | | | | | | | | |
| Tyler St Plaza | | Riverside, CA | | Apr-06 | | | 10,100 | | | | — | | | | 10,100 | | | | 86 | |
| | | | | | | | | | | | | | | | | | | | | |
| Market at Bay Shore | | Bay Shore, NY | | Apr-06 | | | — | | | | 39,673 | (b) | | | 39,673 | | | | 177 | |
| | | | | | | | | | | | | | | | | | | | | |
| Pathmark S.C. | | Centereach, NY | | Apr-06 | | | — | | | | 21,955 | (b) | | | 21,955 | | | | 102 | |
| | | | | | | | | | | | | | | | | | | | | |
| Western Plaza | | Mayaguez, PR | | June-06 | | | 4,562 | | | | 30,378 | (b) | | | 34,940 | | | | 226 | |
| | | | | | | | | | | | | | | | | | | | | |
| Mallside Plaza | | Portland, ME | | June-06 | | | 23,100 | | | | — | | | | 23,100 | | | | 91 | |
| | | | | | | | | | | | | | | | | | | | | |
| Pearl Towers | | Albany, NY | | June-06 | | | — | | | | 39,868 | (b) | | | 39,868 | | | | 253 | |
| | | | | | | | | | | | | | | | | | | | | |
| 19 Greenwich | | New York, NY | | Sept-06 | | | 1,010 | | | | 4,040 | | | | 5,050 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| Western Plaza | | Mayaguez, PR | | Sept-06 | | | 1,900 | | | | 19,443 | (b) | | | 21,343 | | | | 126 | |
| | | | | | | | | | | | | | | | | | | | | |
| Los Colobos | | Carolina, PR | | Sept-06 | | | 2,034 | | | | 24,414 | (b) | | | 26,448 | | | | 228 | |
| | | | | | | | | | | | | | | | | | | | | |
| Plaza Centro | | Caguas, PR | | Sept-06 | | | 16,165 | | | | 9,185 | (b) | | | 25,350 | | | | 139 | |
| | | | | | | | | | | | | | | | | | | | | |
| Trujillo Alto Plaza | | Trujillo Alto, PR | | Sept-06 | | | 7,379 | | | | 26,058 | (b) | | | 33,437 | | | | 201 | |
| | | | | | | | | | | | | | | | | | | | | |
| Ponce Town Center | | Ponce, PR | | Oct-06 | | | 3,679 | | | | 38,974 | (b) | | | 42,653 | | | | 193 | |
| | | | | | | | | | | | | | | | | | | | | |
| Villa Maria S.C. | | Manati, PR | | Oct-06 | | | 1,382 | | | | 6,825 | (b) | | | 8,207 | | | | 70 | |
| | | | | | | | | | | | | | | | | | | | | |
| 100 Van Dam Street | | New York, NY | | Oct-06 | | | 3,650 | | | | 16,400 | | | | 20,050 | | | | — | |
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| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Purchase Price | | | | |
| | | | | | | | | | | Debt Assumed/ | | | | | | | |
| | | | | Month | | | | | | Stock | | | | | | | |
| Property Name | | Location | | Acquired | | Cash | | | or Units Issued | | | Total | | | GLA | |
| Rexville Town Center | | Bayamon, PR | | Nov-06 | | | 6,813 | | | | 66,766 | (b) | | | 73,579 | | | | 186 | |
| | | | | | | | | | | | | | | | | | | | | |
| Fountains at Arbor Lakes | | Maple Grove, MN | | Dec-06 | | | 95,025 | | | | — | | | | 95,025 | | | | 407 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | $ | 436,344 | | | $ | 627,106 | | | $ | 1,063,450 | | | | 4,758 | |
| | | | | | | | | | | | | | | | | |
| | |
| (a) | | Acquired additional square footage of existing property.
|
| |
| (b) | | Represents the value of units issued and/or debt assumed, see additional disclosure below. |
| |
| (c) | | Represents the value of Common Stock issued by the Company relating to the merger transaction with Atlantic Realty including $30.3 million issued to the Company’s subsidiaries representing the 37% of Atlantic Realty previously owned (See Note 17 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). |
During the year ended December 31, 2006, the Company acquired interests in seven shopping center properties, included in the table above, located in Caguas, Carolina, Mayaguez, Trujillo Alto, Ponce, Manati, and Bayamon, Puerto Rico, valued at an aggregate $451.9 million. The properties were acquired through the issuance of units from a consolidated subsidiary and consist of approximately $158.6 million of floating and fixed rate redeemable units, approximately $45.8 million of redeemable units, which are redeemable at the option of the holder, the assumption of approximately $131.2 million of non-recourse mortgage debt encumbering six of the properties and approximately $116.3 million in cash. The Company has the option to settle the redemption of the $45.8 million redeemable units with Common Stock or cash. The aggregate value of the units is included in Minority interests on the Company’s Consolidated Balance Sheets.
During April 2006, the Company acquired interests in two shopping center properties, included in the table above, located in Bay Shore and Centereach, NY, valued at an aggregate $61.6 million. The properties were acquired through the issuance of units from a consolidated subsidiary and consist of approximately $24.2 million of redeemable units, which are redeemable at the option of the holder, approximately $14.0 million of fixed rate redeemable units and the assumption of approximately $23.4 million of non-recourse mortgage debt. The Company has the option to settle the redemption of the $24.2 million redeemable units with Common Stock or cash. The aggregate value of the units is included in Minority interests on the Company’s Consolidated Balance Sheets.
During June 2006, the Company acquired an interest in an office property, included in the table above, located in Albany, NY, valued at approximately $39.9 million. The property was acquired through the issuance of approximately $5.0 million of redeemable units from a consolidated subsidiary, which are redeemable at the option of the holder after one year, and the assumption of approximately $34.9 million of non-recourse mortgage debt. The Company has the option to settle the redemption of the redeemable units with Common Stock or cash. The aggregate value of the units is included in Minority interests on the Company’s Consolidated Balance Sheets.
Dispositions -
During 2006, the Company (i) disposed of, in separate transactions, 28 operating properties and one ground lease for an aggregate sales price of approximately $270.5 million, which resulted in a net gain of $71.7 million, net of income taxes of $2.8 million relating to the sale of two properties, and (ii) transferred five operating properties to joint ventures in which the Company has 20% non-controlling interests for an aggregate price of approximately $95.4 million, which resulted in a gain of approximately $1.4 million from one transferred property.
During November 2006, the Company disposed of a vacant land parcel located in Bel Air, MD, for approximately $1.8 million resulting in a $1.6 million gain on sale. This gain is included in Other income, net on the Company’s Consolidated Statements of Income.
Redevelopments -
The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace. During 2006, the Company substantially completed the redevelopment and re-tenanting of various operating properties. The Company expended approximately $62.2 million in connection with these major redevelopments and re-tenanting projects during 2006. The Company is currently involved in redeveloping several other shopping centers in the existing portfolio. The
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Company anticipates its capital commitment toward these and other redevelopment projects will be approximately $125.0 million to $150.0 million during 2007.
Ground-Up Development -
The Company is engaged in ground-up development projects which consist of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiary, KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) U.S. ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment (see Recent Developments — International Real Estate Investments and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). The ground-up development projects generally have substantial pre-leasing prior to the commencement of construction. As of December 31, 2006, the Company had in progress a total of 45 ground-up development projects including 23 merchant building projects, six domestic ground-up development projects, and 16 ground-up development projects located throughout Mexico. These projects are currently proceeding on schedule and substantially in line with the Company’s budgeted costs of approximately $1.8 billion.
KDI -
As of December 31, 2006, KDI had in progress 23 ground-up development projects located in ten states. In addition, KDI manages the construction of five domestic projects for the Company. During 2006, KDI expended approximately $468.7 million in connection with the purchase of land and construction costs related to these projects and those sold during 2006. These projects are currently proceeding on schedule and substantially in line with the Company’s budgeted costs. The Company anticipates its capital commitment toward these development projects will be approximately $400 million to $450 million during 2007. The proceeds from the sale of completed ground-up development projects during 2007, proceeds from construction loans and availability under the Company’s revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements.
Acquisitions -
During 2006, KDI acquired various land parcels, in separate transactions, for an aggregate purchase price of approximately $101.0 million. The estimated project costs for these newly acquired parcels are approximately $194.3 million with completion dates ranging from June 2007 to June 2009. Details of these acquisitions are as follows:
| | | | | | | | | |
| | | | | | | Purchase Price | |
| Date Acquired | | City | | State | | (in millions) | |
| February 2006 | | Grand Praire | | TX | | $ | 13.1 | |
| March 2006 | | Various | | AZ, TN | | | 17.6 | |
| May 2006 | | Jacksonville | | FL | | | 0.5 | |
| June 2006 | | Various | | FL, AK | | | 9.2 | |
| July 2006 | | Nampa | | ID | | | 5.1 | |
| August 2006 | | Various | | FL, TX | | | 13.9 | |
| September 2006 | | Council Bluffs | | IA | | | 3.0 | |
| November 2006 | | McMinnville | | OR | | | 4.1 | |
| December 2006 | | Various | | FL, AZ | | | 34.5 | |
| | | | | | | | |
| | | | | | | $ | 101.0 | |
| | | | | | | | |
During 2006, the Company obtained individual construction loans on three ground-up development projects and repaid construction loans on five ground-up development projects. In addition, the Company assigned a $7.2 million construction loan, which bore interest at LIBOR plus 1.75% and was scheduled to mature in November 2006, in connection with the sale of its partnership interest in one project. At December 31, 2006, total loan commitments on the Company’s 13 outstanding construction loans aggregated approximately $330.9 million of which approximately $271.0 million has been funded. These loans have maturities ranging from two months to 31 months and bear interest at rates ranging from 6.87% to 7.32% at December 31, 2006.
Dispositions -
During 2006, KDI sold, in separate transactions, six of its recently completed projects, its partnership interest in one project and 30 out-parcels for approximately $260.0 million. These sales resulted in pre-tax gains of approximately $37.3 million. Details are as follows:
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| | | | | | | | | |
| | | | | | | Sales Price |
| Date Sold | | Project | | State | | (in millions) |
| January 2006 | | Various (3 out-parcels) and 2 earn-out proceeds | | AZ, FL, WA | | $ | 4.1 | |
| February 2006 | | Various (4 out-parcels) | | NC, NE, TX | | | 6.3 | |
| March 2006 | | Various (3 out-parcels) and 2 earn-out proceeds | | AZ, FL, TX, WA | | | 6.1 | |
| April 2006 | | Two out-parcels | | AZ, NC | | | 3.3 | |
| May 2006 | | Various (3 out-parcels) | | AZ, ID, NC | | | 3.4 | |
| | | | | | | | | |
| June 2006 | | Completed projects in Burleson and Lake Worth, TX, 6 out-parcels, and earn-out proceeds | | AZ, ID, NC, NE, MS,
TX, WA | | | 58.5 | |
| July 2006 | | One out-parcel | | NC | | | 0.4 | |
| August 2006 | | Houston, TX, project, one out-parcel and an ownership interest in a project in Anthem, AZ | | AZ, TX, WA | | | 58.9 | |
| September 2006 | | Earn-out proceeds | | TX, FL | | | 3.2 | |
| November 2006 | | Completed project in Raleigh, NC, 5 out-parcels, and earn out proceeds | | AZ, ID, FL, NC, TX | | | 27.9 | |
| December 2006 | | Completed projects in Beaumont and San Antonio, TX, 2 out-parcels and earn-out proceeds | | AZ, FL, TX | | 87.9 | |
| | | | | | | $ | 260.0 | |
| | | | | | | | | |
Long-Term Investment Project -
During 2006, the Company acquired land in Chambersburg, PA, for a purchase price of approximately $8.9 million. The land will be developed into a 0.4 million square foot retail center with a total estimated project cost of approximately $31.6 million.
Operating Real Estate Joint Venture Investments -
Kimco Prudential Joint Venture (“KimPru”) -
On July 9, 2006, the Company entered into a definitive merger agreement with Pan Pacific. Under the terms of the agreement, the Company agreed to acquire all of the outstanding shares of Pan Pacific for total merger consideration of $70.00 per share. As permitted under the merger agreement, the Company elected to issue $10.00 per share of the total merger consideration in the form of Common Stock to be based upon the average closing price of the Common Stock over ten trading days immediately preceding the closing date.
On September 25, 2006, Pan Pacific stockholders approved the proposed merger and the closing occurred on October 31, 2006. In addition to the merger consideration of $70.00 per share, Pan Pacific stockholders also received $0.2365 per share as a pro-rata portion of Pan Pacific’s regular $0.64 per share dividend for each day between September 26, 2006 and the closing date.
The transaction had a total value of approximately $4.1 billion, including Pan Pacific’s outstanding loans totaling approximately $1.1 billion. As of October 31, 2006, Pan Pacific owned interests in 138 operating properties, which comprised approximately 19.9 million square feet of GLA, located primarily in California, Oregon, Washington and Nevada.
Funding for this transaction was provided by approximately $1.3 billion of new individual non-recourse mortgage loans encumbering 51 properties, a $1.2 billion two year credit facility provided by a consortium of banks and guaranteed by the joint venture partners described below and the Company, the issuance of 9,185,847 shares of Common Stock valued at approximately $407.7 million, the assumption of approximately $630.0 million of unsecured bonds and approximately $289.4 million of existing non-recourse mortgage debt encumbering 23 properties and approximately $300.0 million in cash. With respect to the $1.2 billion guarantee by the Company, PREI, as defined below, guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make.
Immediately following the merger, the Company commenced its joint venture agreements with Prudential Real Estate Investors (“PREI”) through three separate accounts managed by PREI. In accordance with the joint venture agreements, all Pan Pacific assets, the respective non-recourse mortgage debt and the $1.2 billion credit facility mentioned above were transferred to the separate accounts. PREI contributed approximately $1.1 billion on
14
behalf of institutional investors in three of its portfolios. The Company holds 15% non-controlling ownership interests in each of these joint ventures, collectively KimPru, with a total aggregate investment of approximately $194.8 million, and will account for these investments under the equity method of accounting. In addition, the Company will manage the portfolios and earn acquisition fees, leasing commissions, property management fees and construction management fees.
During November 2006, KimPru sold an operating property for a sales price of approximately $5.3 million. There was no gain or loss recognized in connection with this sale.
Kimco Income REIT (“KIR”) -
The Company has a non-controlling limited partnership interest in KIR, manages the portfolio and accounts for its investment under the equity method of accounting. Effective July 1, 2006, the Company acquired an additional 1.7% limited partnership interest in KIR, which increased the Company’s total non-controlling interest to approximately 45.0%.
During 2006, KIR disposed of two operating properties and one land parcel, in separate transactions, for an aggregate sales price of approximately $15.2 million. These sales resulted in an aggregate gain of approximately $4.4 million of which the Company’s share of the gain was approximately $1.9 million.
In April 2005, KIR entered into a three-year $30.0 million unsecured revolving credit facility, which bears interest at LIBOR plus 1.40%. As of December 31, 2006, there was $14.0 million outstanding under this facility.
As of December 31, 2006, the KIR portfolio was comprised of 66 operating properties aggregating approximately 14.0 million square feet of GLA located in 19 states.
KROP Venture (“KROP”) -
During 2001, the Company formed the KROP joint venture with GE Capital Real Estate (“GECRE”), in which the Company has a 20% non-controlling interest and manages the portfolio. The Company accounts for its investment in KROP under the equity method of accounting.
During 2006, the Company recognized equity in income of KROP of approximately $34.0 million, including profit participation of approximately $22.2 million.
During 2006, KROP acquired one operating property from the Company for an aggregate purchase price of approximately $3.5 million.
During 2006, KROP sold three operating properties to a joint venture in which the Company has a 20% non-controlling interest for an aggregate sales price of approximately $62.2 million. These sales resulted in an aggregate gain of approximately $26.7 million. As a result of its continued 20% ownership interest in these properties, the Company deferred recognition of its share of these gains. In addition, KROP sold one operating property to a joint venture in which the Company has a 19% non-controlling interest for a sales price of $96.0 million. This sale resulted in a gain of approximately $42.3 million, of which the Company deferred 19% of its share of the gain as a result of its continued ownership interest in the property.
Also during 2006, KROP sold nine operating properties, one out-parcel and one land parcel, in separate transactions, for an aggregate sales price of approximately $171.4 million. These sales resulted in an aggregate gain of approximately $49.6 million of which the Company’s share was approximately $9.9 million.
During 2006, KROP obtained one non-recourse, non-cross collateralized variable rate mortgage for $14.0 million on a property previously unencumbered with a rate of LIBOR plus 1.10%.
Additionally during 2006, KROP obtained a one-year $15.0 million unsecured term loan, which bears interest at LIBOR plus 0.5%. This loan is guaranteed by the Company and GECRE has guaranteed reimbursement to the Company of 80% of any guaranty payment the Company is obligated to make.
As of December 31, 2006, the KROP portfolio was comprised of 25 operating properties aggregating approximately 3.6 million square feet of GLA located in 10 states.
15
During August 2006, the Company and GECRE agreed to market for sale the remaining properties within the KROP venture.
PL Retail LLC (“PL Retail”) -
The Company has a 15% non-controlling limited partnership interest in PL Retail, manages the portfolio and accounts for its investment under the equity method of accounting.
During May 2006, PL Retail sold one operating property for a sales price of approximately $42.1 million, which resulted in a gain of approximately $3.9 million of which the Company’s share was approximately $0.6 million.
Additionally during 2006, PL Retail sold one of its operating properties to a newly formed joint venture in which the Company has a 19% non-controlling interest for a sales price of approximately $109.0 million. No gain was recognized by the Company from this transaction as a result of its continued ownership interest.
Proceeds of approximately $17.0 million from these sales were used by PL Retail to fully repay the remaining balance of mezzanine financing and a promissory note that were previously provided by the Company.
During 2005, PL Retail entered into a $39.5 million unsecured revolving credit facility, which bears interest at LIBOR plus 0.675% and was scheduled to mature in February 2007. During 2007, the loan was extended to February 2008 at a reduced rate of LIBOR plus 0.45%. This facility is guaranteed by the Company and the joint venture partner has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make. As of December 31, 2006, there was $39.5 million outstanding under this facility.
As of December 31, 2006, the PL Retail portfolio was comprised of 23 operating properties aggregating approximately 5.8 million square feet of GLA located in seven states.
Kimco/UBS Joint Ventures (“KUBS”) -
The Company has joint venture investments with UBS Wealth Management North American Property Fund Limited (“UBS”) in which the Company has non-controlling interests ranging from 15% to 20%. These joint ventures, (collectively “KUBS”), were established to acquire high quality retail properties primarily financed through the use of individual non-recourse mortgages. Capital contributions are only required as suitable opportunities arise and are agreed to by the Company and UBS. The Company manages the properties and accounts for its investments under the equity method of accounting.
During 2006, KUBS acquired 15 operating properties for an aggregate purchase price of approximately $447.8 million, which included approximately $136.8 million of non-recourse debt encumbering 13 properties, with maturities ranging from three to ten years with interest rates ranging from 4.74% to 6.20%.
Additionally during 2006, KUBS acquired one operating property from the Company, and five operating properties from joint ventures in which the Company has 15% to 20% non-controlling interests, for an aggregate purchase price of approximately $297.0 million, including the assumption of approximately $93.2 million of non-recourse mortgage debt, encumbering two of the properties, with maturities ranging from six to seven years with interest rates ranging from 5.64% to 5.88%.
As of December 31, 2006, the KUBS portfolio was comprised of 31 operating center properties aggregating approximately 5.0 million square feet of GLA located in 11 states.
Other Real Estate Joint Ventures —
During 2006, the Company acquired, in separate transactions, 18 operating properties and one ground lease, through joint ventures in which the Company has non-controlling interests. These properties were acquired for an aggregate purchase price of approximately $606.0 million, including approximately $349.9 million of non-recourse mortgage debt encumbering 12 of the properties. The Company’s aggregate investment in these joint ventures was approximately $48.9 million. The Company accounts for its investment in these joint ventures under the equity method of accounting. Details of these transactions are as follows (in thousands):
16
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Purchase Price | | | | |
| | | | | Month | | | | | | | | | | | | | |
| Property Name | | Location | | Acquired | | | Cash | | | Debt | | | Total | | | GLA | |
| Crème de la Crème (2 Locations) | | Allen & Colleyville, TX | | Feb-06 | | $ | 2,409 | | | $ | 7,229 | | | $ | 9,638 | | | | 41 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Five free-standing locations | | CO, OR, NM, NY | | Mar-06 | | | 7,000 | | | | — | | | | 7,000 | | | | 162 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Edgewater Commons | | Edgewater, NJ | | Mar-06 | | | 44,104 | | | | 74,250 | | | | 118,354 | | | | 424 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Long Gate Shopping Ctr | | Ellicot City, MD | | Mar-06 | | | 36,330 | | | | 40,200 | | | | 76,530 | | | | 433 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Clackamas Promenade | | Clakamas, OR | | Mar-06 | | | 35,240 | | | | 42,550 | | | | 77,790 | | | | 237 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Crow Portfolio (3 Locations) | | FL and TX | | Apr-06 | | | 46,698 | | | | 66,200 | | | | 112,898 | | | | 678 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Great Northeast Plaza | | Philadelphia, PA | | Apr-06 | | | 36,500 | | | | — | | | | 36,500 | | | | 290 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Crème de la Crème | | Coppell, TX | | Jun-06 | | | 1,325 | | | | 4,275 | | | | 5,600 | | | | 20 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Westmont Portfolio | | Houston, TX | | Jun-06 | | | 14,000 | | | | 47,200 | | | | 61,200 | | | | 460 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Cypress Towne Center | | Cypress, TX | | Aug-06 | | | 13,332 | | | | 25,650 | | | | 38,982 | | | | 196 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Bustleton Dunkin Donuts (ground lease) | | Philadelphia, PA | | Aug-06 | | | 1,000 | | | | — | | | | 1,000 | | | | 2 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Conroe Marketplace | | Conroe, TX | | Dec-06 | | | 18,150 | | | | 42,350 | | | | 60,500 | | | | 244 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | $ | 256,088 | | | $ | 349,904 | | | $ | 605,992 | | | | 3,187 | |
| | | | | | | | | | | | | | | | | | | |
During 2006, joint ventures, in which the Company has non-controlling interests ranging from 10% to 50%, disposed of, in separate transactions, six properties for an aggregate sales price of approximately $62.4 million. These sales resulted in an aggregate gain of approximately $8.1 million, of which the Company’s share was approximately $2.0 million.
The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. As of December 31, 2006, the Company’s carrying value of its investments and advances in real estate joint ventures was approximately $1.1 billion.
International Real Estate Investments -
Canadian Investments -
During March 2006, the Company acquired an interest in a portfolio of eight properties located in various cities throughout Canada through a newly formed joint venture in which the Company has a non-controlling interest. The Company’s investment in the joint venture was approximately CAD $28.0 million (approximately USD $24.0 million), which includes funding for various renovation costs. The joint venture purchased the properties for approximately CAD $100.0 million (approximately USD $86.0 million), subject to approximately CAD $81.2 million (USD $69.6 million) of cross-collateralized mortgage debt.
During 2006, the Company provided through 12 separate Canadian preferred equity investments, an aggregate of approximately CAD $121.3 million (approximately USD $104.0 million) to developers and owners of 32 real estate properties.
The Company applies the equity method of accounting for the Canadian investments described above.
17
Mexican Investments -
During January 2006, the Company transferred 50% of its 60% interest in an operating property in Guadalajara, Mexico, to a joint venture partner for approximately $12.8 million, which approximated its carrying value. As a result of this transaction, the Company now holds a 30% non-controlling interest and continues to account for its investment under the equity method of accounting.
During June 2006, the Company acquired, through a newly formed joint venture, in which the Company has a non-controlling interest, a 0.1 million square foot development project in Puerta Vallarta, Mexico, for a purchase price of MXP 65.4 million (approximately USD $5.7 million). Total estimated project costs are approximately USD $7.3 million. The Company accounts for this investment under the equity method of accounting.
Additionally, during June 2006, the Company transferred 50% of its 60% interest in a development property located in Tijuana, Baja California, Mexico, to a joint venture partner for approximately $6.4 million, which approximated its carrying value. As a result of this transaction, the Company now holds a 30% non-controlling interest and continues to account for its investment under the equity method of accounting.
During July 2006, the Company acquired the completed improvements on a recently acquired development property located in Saltillo, Mexico, for approximately MXP 43.6 million (approximately USD $4.0 million).
During August 2006, the Company sold 50% of its 100% interest in a development property located in Monterrey, Mexico, to a joint venture partner for approximately $9.6 million, which approximated its carrying value. The Company accounts for its remaining 50% non-controlling interest under the equity method of accounting.
During November 2006, the Company acquired an operating property for a purchase price of MXP 180.0 million (approximately USD $16.5 million) in Mexicali, Baja California, Mexico, comprising approximately 0.1 million square feet of GLA.
During 2006, the Company acquired, in separate transactions, ten operating properties, through a joint venture in which the Company has a 50% non-controlling interest. These properties were acquired for an aggregate purchase price of approximately $35.1 million. The Company accounts for its investment in this joint venture under the equity method of accounting.
During 2006, the Company acquired, in separate transactions, nine parcels of land in various cities throughout Mexico for an aggregate purchase price of approximately MXP 1.3 billion (approximately USD $119.3 million). The properties were at various stages of construction at acquisition and will be developed into retail centers aggregating approximately 3.4 million square feet. Total estimated remaining project costs are approximately USD $324.2 million.
Other Real Estate Investments -
Preferred Equity Capital -
The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties. During 2006, the Company provided in separate transactions, an aggregate of approximately $223.9 million in investment capital to developers and owners of 101 real estate properties, including the Canadian investments described above. As of December 31, 2006, the Company’s net investment under the Preferred Equity program was approximately $400.4 million relating to 215 properties. For the year ended December 31, 2006, the Company earned approximately $40.1 million, including $12.2 million of profit participation earned from 16 capital transactions from these investments.
Other Investments -
Kimsouth -
During November 2002, the Company, through its taxable REIT subsidiary, together with Prometheus Southeast Retail Trust, completed the merger and privatization of Konover Property Trust, which was renamed Kimsouth Realty, Inc., (“Kimsouth”). As of January 1, 2006, Kimsouth consisted of five properties.
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During May 2006, the Company acquired an additional 48% interest in Kimsouth for approximately $22.9 million, which increased the Company’s total ownership to 92.5%. As a result of this transaction, the Company became the controlling shareholder and had, therefore, commenced consolidation of Kimsouth upon the closing date.
During June 2006, Kimsouth contributed approximately $51.0 million, of which $47.2 million, or 92.5% was provided by the Company to fund its 15% non-controlling interest in a newly formed joint venture with an investment group to acquire a portion of Albertson’s Inc. To maximize investment returns, the investment group’s strategy, with respect to this joint venture, includes refinancing, selling selected stores and the enhancement of operations at the remaining stores. This investment is included in Other assets in the Consolidated Balance Sheets. During February 2007, this joint venture completed the disposition of certain operating stores and a refinancing of the remaining assets held in the joint venture. As a result of these transactions, Kimsouth received a cash distribution of approximately $121.3 million.
During July 2006, Kimsouth contributed approximately $3.7 million to fund its 15% non-controlling interest in a newly formed joint venture with an investment group to acquire 50 grocery anchored operating properties. During September 2006, Kimsouth contributed an additional $2.2 million to this joint venture to acquire an operating property in Sacramento, CA, comprising approximately 0.1 million square feet of GLA, for a purchase price of approximately $14.5 million. This joint venture investment is included in Investment and advances in real estate joint ventures in the Consolidated Balance Sheets and is accounted for under the equity method of accounting.
During 2006, Kimsouth sold two properties for an aggregate sales price of approximately $9.8 million and transferred two properties to a joint venture in which the Company has an 18% non-controlling interest for an aggregate price of approximately $54.0 million, which included the repayment of approximately $23.1 million in mortgage debt.
Mortgages and Other Financing Receivables -
During January 2006, the Company provided approximately $16.0 million as its share of a $50.0 million junior participation in a $700.0 million first mortgage loan in connection with a private investment firm’s acquisition of a retailer. This loan participation bore interest at LIBOR plus 7.75% per annum and had a two-year term with a one-year extension option and was collateralized by certain real estate interests of the retailer. During June 2006, the borrower elected to pre-pay the outstanding loan balance of approximately $16.0 million in full satisfaction of this loan.
Additionally, during January 2006, the Company provided approximately $5.2 million as its share of an $11.5 million term loan to a real estate developer for the acquisition of a 59-acre land parcel located in San Antonio, TX. This loan is interest only at a fixed rate of 11.0% for a term of two years payable monthly and collateralized by a first mortgage on the subject property. As of December 31, 2006, the outstanding balance on this loan was approximately $5.2 million.
During February 2006, the Company committed to provide a one-year $17.2 million credit facility at a fixed rate of 8.0% for a term of nine months and 9.0% for the remaining term to a real estate investor for the recapitalization of a discount and entertainment mall that it currently owns. During 2006, this facility was fully paid and terminated.
During April 2006, the Company provided two separate mortgages aggregating $14.5 million on a property owned by a real estate investor. Proceeds were used to pay off the existing first mortgage, buyout the existing partner and for redevelopment of the property. The mortgages bear interest at 8.0% per annum and mature in 2008 and 2013. These mortgages are collateralized by the subject property. As of December 31, 2006, the aggregate outstanding balance on these mortgages was approximately $15.0 million, including $0.5 million of accrued interest.
During May 2006, the Company provided a CAD $23.5 million collateralized credit facility at a fixed rate of 8.5% per annum for a term of two years to a real estate company for the execution of its property acquisitions program. The credit facility is guaranteed by the real estate company. The Company was issued 9,811 units, valued at approximately USD $0.1 million, and warrants to purchase up to 0.1 million shares of the real estate company as a loan origination fee. During August 2006, the Company increased the credit facility to CAD $45.0 million and received an additional 9,811 units, valued at approximately USD $0.1 million, and warrants to purchase up to 0.1 million shares of the real estate company. As of December 31, 2006, the outstanding balance on this credit facility was approximately CAD $3.6 million (approximately USD $3.1 million).
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During September 2005, a newly formed joint venture, in which the Company had an 80% interest, acquired a 90% interest in a $48.4 million mortgage receivable for a purchase price of approximately $34.2 million. This loan bore interest at a rate of three-month LIBOR plus 2.75% per annum and was scheduled to mature on January 12, 2010. A 626-room hotel located in Lake Buena Vista, FL, collateralized the loan. The Company had determined that this joint venture entity was a Variable Interest Entity (“VIE”) and had further determined that the Company was the primary beneficiary of this VIE and had, therefore, consolidated it for financial reporting purposes. During March 2006, the joint venture acquired the remaining 10% of this mortgage receivable for a purchase price of approximately $3.8 million. During June 2006, the joint venture accepted a pre-payment of approximately $45.2 million from the borrower as full satisfaction of this loan.
During August 2006, the Company provided $8.8 million as its share of a $13.2 million 12-month term loan to a retailer for general corporate purposes. This loan bears interest at a fixed rate of 12.50% with interest payable monthly and a balloon payment for the principal balance at maturity. The loan is collateralized by the underlying real estate of the retailer. Additionally, the Company funded $13.3 million as its share of a $20.0 million revolving Debtor-in-Possession facility to this retailer. The facility bears interest at LIBOR plus 3.00% and has an unused line fee of 0.375%. This credit facility is collateralized by a first priority lien on all the retailer’s assets. As of December 31, 2006, the Company’s share of the outstanding balance on this loan and credit facility was approximately $7.6 million and $4.9 million, respectively.
During September 2006, the Company provided a MXP 57.3 million (approximately USD $5.3 million) loan to an owner of an operating property in Mexico. The loan, which is collateralized by the property, bears interest at 12.0% per annum and matures in 2016. The Company is entitled to a participation feature of 25% of annual cash flows after debt service and 20% of the gain on sale of the property. As of December 31, 2006, the outstanding balance on this loan was approximately MXP 57.8 million (approximately USD $5.3 million).
During November 2006, the Company committed to provide a MXP 124.8 million (approximately USD $11.5 million) loan to an owner of a land parcel in Acapulco, Mexico. The loan, which is collateralized with an operating property owned by the borrower, bears interest at 10% per annum and matures in 2016. The Company is entitled to a participation feature of 20% of excess cash flows and 20% of the gain on sale of the property. As of December 31, 2006, the outstanding balance on this loan was approximately MXP 12.8 million (approximately USD $1.2 million).
During December 2006, the Company provided $5.0 million as its share of a one-year $27.5 million mortgage loan to a real estate developer. The proceeds were used to pay off the existing debt. The loan is collateralized by a parcel of land and bears interest at a fixed rate of 13%, which is payable monthly with any unpaid accrued interest and principal payable at maturity. As of December 31, 2006, the outstanding balance on this loan was approximately $5.0 million.
Financing Transactions -
Non-Recourse Mortgage Debt -
During 2006, the Company (i) obtained an aggregate of approximately $52.7 million of individual non-recourse mortgage debt on five operating properties, (ii) assumed approximately $253.6 million of individual non-recourse mortgage debt relating to the acquisition of 19 operating properties, including approximately $2.9 million of fair value debt adjustments, (iii) consolidated approximately $27.1 million of non-recourse mortgage debt relating to the purchase of additional ownership interests in various entities, (iv) paid off approximately $61.9 million of individual non-recourse mortgage debt that encumbered 16 operating properties and (v) assigned approximately $3.9 million of non-recourse mortgage debt relating to the sale of one operating property.
Unsecured Debt -
During March 2006, the Company issued $300.0 million of fixed rate unsecured senior notes under its MTN program. This fixed rate MTN matures March 15, 2016, and bears interest at 5.783% per annum. The proceeds from this MTN issuance were primarily used to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility and for general corporate purposes.
During June 2006, the Company entered into a third supplemental indenture, under the indenture governing its medium-term notes and senior notes. This amended the (i) total debt test and secured debt test by changing the asset value definition from undepreciated
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real estate assets to total assets, with total assets being defined as undepreciated real estate assets, plus other assets (but excluding goodwill and amortized debt costs) and (ii) maintenance of unencumbered total asset value covenant by increasing the requirement of the ratio of unencumbered total asset value to outstanding unsecured debt from 1 to 1 to 1.5 to 1. Additionally, the same amended covenants were adopted within the Canadian supplemental indenture, which governs the 4.45% Canadian Debentures due in 2010. In connection with the consent solicitation, the Company incurred costs aggregating approximately $5.8 million, of which $1.8 million was related to costs paid to third parties, which were expensed. The remaining $4.0 million was related to fees paid to note holders, which were capitalized and are being amortized over the remaining term of the notes.
During 2006, the Company repaid its $30.0 million 6.93% fixed rate notes, which matured on July 20, 2006, $100.0 million floating rate notes, which matured August 1, 2006, and $55.0 million 7.50% fixed rate notes, which matured on November 5, 2006.
During August 2006, Kimco North Trust III, a wholly-owned subsidiary of the Company, completed the issuance of $200.0 million Canadian denominated senior unsecured notes. The notes bear interest at 5.18% and mature on August 16, 2013. The proceeds were used by Kimco North Trust III, to pay down outstanding indebtedness under the existing Canadian credit facility and to fund long-term investments in Canadian real estate.
In connection with the October 31, 2006, Pan Pacific merger transaction, the Company assumed $650.0 million of unsecured notes payable, including $20.0 million of fair value debt premiums. These notes bear interest at fixed rates ranging from 4.70% to 7.95% per annum and have maturity dates ranging from June 29, 2007, to September 1, 2015.
Construction Loans -
During 2006, the Company obtained construction financing on three ground-up development projects for an original loan commitment of up to $83.8 million, of which approximately $36.0 million was funded as of December 31, 2006. As of December 31, 2006, the Company had a total of 13 construction loans with commitments of up to $330.9 million, of which $271.0 million had been funded to the Company. These loans had maturities ranging from two months to 31 months and variable interest rates ranging from 6.87% to 7.32% at December 31, 2006.
Credit Facility -
The Company has a CAD $250.0 million unsecured revolving credit facility with a group of banks. This facility originally bore interest at the CDOR Rate, as defined, plus 0.50% and is scheduled to expire in March 2008. During January 2006, the facility was amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Company’s $850.0 million U.S. Credit Facility. Proceeds from this facility are used for general corporate purposes including the funding of Canadian denominated investments. As of December 31, 2006, there was no outstanding balance under this facility.
Equity -
During March 2006, the Company completed a primary public stock offering of 10,000,000 shares of Common Stock. The net proceeds from this sale of Common Stock, totaling approximately $405.5 million (after related transaction costs of $2.5 million) were primarily used to repay the outstanding balance under the Company’s U.S. revolving credit facility, partial repayment of the outstanding balance under the Company’s Canadian denominated credit facility and for general corporate purposes.
During March 2006, the shareholders of Atlantic Realty approved a proposed merger with the Company, and the closing occurred on March 31, 2006. As consideration for this transaction, the Company issued Atlantic Realty shareholders 1,274,420 shares of Common Stock, excluding 748,510 shares of Common Stock that were to be received by the Company, at a price of $40.41 per share. (See Note 17 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.)
During May 2006, the Company filed a shelf registration statement on Form S-3ASR, which is effective for a three-year term, for the unlimited future offerings, from time to time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants.
On September 25, 2006, Pan Pacific stockholders approved the proposed merger with the
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Company and the closing occurred on October 31, 2006. Under the terms of the merger agreement, the Company agreed to acquire all of the outstanding shares of Pan Pacific for total merger consideration of $70.00 per share. As permitted under the merger agreement, the Company elected to issue $10.00 per share of the total merger consideration in the form of Common Stock. As such, the Company issued 9,185,847 shares of Common Stock valued at $407.7 million, which was based upon the average closing price of the Common Stock over the ten trading days immediately preceding the closing date. (See Recent Developments — Operating Real Estate Joint Venture Investments — Pan Pacific Retail Properties Inc. and Note 7 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.)
During 2006, the Company received approximately $43.8 million through employee stock option exercises and the dividend reinvestment program.
Exchange Listings
The Company’s common stock and Class F Depositary Shares are traded on the NYSE under the trading symbols “KIM” and “KIMprF”, respectively.
Item 1A. Risk Factors
Set forth below are the material risks associated with the purchase and ownership of the Company’s equity and debt securities. As an owner of real estate, the Company is subject to certain business risks arising in connection with the underlying real estate, including, among other factors, the following:
i) Loss of the Company’s tax status as a real estate investment trust could have significant adverse consequences to the Company and the value of its securities.
The Company elected to be taxed as a REIT for federal income tax purposes under the Code commencing with the taxable year beginning January 1, 1992. The Company currently intends to operate so as to qualify as a REIT and believes that the Company’s current organization and method of operation comply with the rules and regulations promulgated under the Code to enable us to qualify as a REIT.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within the Company’s control may affect the Company’s ability to qualify as a REIT. For example, in order to qualify as a REIT, at least 95% of the Company’s gross income in any year must be derived from qualifying sources, and the Company must satisfy a number of requirements regarding the composition of the Company’s assets. Also, the Company must make distributions to stockholders aggregating annually at least 90% of the Company’s net taxable income, excluding capital gains. In addition, 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. Although the Company believes that it is organized and has operated in such a manner, the Company can give no assurance that it has qualified or will continue to qualify as a REIT for tax purposes.
If the Company loses its REIT status, it will face serious tax consequences that will substantially reduce the funds available to pay dividends to Company stockholders. If the Company fails to qualify as a REIT:
| | • | | the Company would not be allowed a deduction for distributions to stockholders in computing its taxable income and would be subject to federal income tax at regular corporate rates; |
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| | • | | the Company also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and |
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| | • | | unless the Company was entitled to relief under statutory provisions, it could not elect to be subject to tax as a REIT for four taxable years following the year during which the Company was disqualified. |
In addition, if the Company fails to qualify as a REIT, it would not be required to make distributions to stockholders.
As a result of all these factors, the Company’s failure to qualify as a REIT could impair its ability to expand its business and raise capital, and could adversely affect the value
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of the Company’s securities.
ii) Adverse market conditions and competition may impede the Company’s ability to generate sufficient income to pay expenses and maintain properties.
The economic performance and value of the Company’s properties are subject to all of the risks associated with owning and operating real estate including:
| | • | | changes in the national, regional and local economic climate; |
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| | • | | local conditions, including an oversupply of space in properties like those that the Company owns, or a reduction in demand for properties like those that the Company owns; |
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| | • | | the attractiveness of the Company’s properties to tenants; |
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| | • | | the ability of tenants to pay rent; |
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| | • | | competition from other available properties; |
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| | • | | changes in market rental rates; |
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| | • | | the need to periodically pay for costs to repair, renovate and re-let space; |
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| | • | | changes in operating costs, including costs for maintenance, insurance and real estate taxes; |
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| | • | | the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and |
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| | • | | changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes. |
iii) Downturns in the retailing industry likely will have a direct impact on the Company’s performance.
The Company’s properties consist primarily of community and neighborhood shopping centers and other retail properties. The Company’s performance therefore is linked to economic conditions in the market for retail space generally. The market for retail space has been or could be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets, and increasing consumer purchases through catalogues and the internet. To the extent that any of these conditions occur, they are likely to impact market rents for retail space.
iv) Failure by any anchor tenant with leases in multiple locations to make rental payments to the Company because of a deterioration of its financial condition or otherwise, could impact the Company’s performance.
The Company’s performance depends on its ability to collect rent from tenants. At any time, the Company’s tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, the Company’s tenants may delay a number of lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close stores or declare bankruptcy. Any of these actions could result in the termination of the tenants’ leases and the loss of rental income attributable to the terminated leases. In addition, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of some leases. In that event, the Company may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above, particularly if it involves a substantial tenant with leases in multiple locations, could impact the Company’s performance.
v) The Company may be unable to collect balances due from tenants in bankruptcy.
The Company cannot give assurance that any tenant that files for bankruptcy protection will continue to pay rent. A bankruptcy filing by or relating to one of the Company’s tenants or a lease guarantor would bar all efforts by the Company to collect pre-
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bankruptcy debts from the tenant or the lease guarantor, or their property, unless the Company receives an order permitting it to do so from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay the Company’s efforts to collect past due balances under the relevant leases and could ultimately preclude collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to the Company in full. However, if a lease is rejected by a tenant in bankruptcy, the Company would have only a general unsecured claim for damages. Any unsecured claim the Company holds may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws which limit the amount of the claim the Company can make if a lease is rejected. As a result, it is likely that the Company will recover substantially less than the full value of any unsecured claims it holds.
vi) Real estate property investments are illiquid, and therefore the Company may not be able to dispose of properties when appropriate or on favorable terms.
Real estate property investments generally cannot be disposed of quickly. In addition, the federal tax code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, the Company may not be able to vary its portfolio in response to economic or other conditions promptly or on favorable terms.
vii) We may acquire or develop properties or acquire other real estate related companies and this may create risks.
We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies. We may not, however, succeed in consummating desired acquisitions or in completing developments on time or within budget. In addition, we may face competition in pursuing acquisition or development opportunities that could increase our costs. When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover their costs of acquisition or development and operations. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development opportunities that we have begun pursuing and consequently fail to recover expenses already incurred and have devoted management time to a matter not consummated. Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware at the time of acquisition. In addition, development of our existing properties presents similar risks.
viii) There is a lack of operating history with respect to our recent acquisitions and development of properties and we may not succeed in the integration or management of additional properties.
These properties may not have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is also possible that the operating performance of these properties may decline under our management. As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate our new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional properties. Also, newly acquired properties may not perform as expected.
ix) The Company does not have exclusive control over its joint venture investments, so the Company is unable to ensure that its objectives will be pursued.
The Company has invested in some cases as a co-venturer or partner in properties, instead of owning directly. These investments involve risks not present in a wholly-owned ownership structure. In these investments, the Company does not have exclusive control over the development, financing, leasing, management and other aspects of these investments. As a result, the co-venturer or partner might have interests or goals that are inconsistent with the Company’s interests or goals, take action contrary to the Company’s interests or otherwise impede the Company’s objectives. The co-venturer or partner also might become insolvent or bankrupt.
x) We have significant international operations that carry additional risks.
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We invest in, and conduct, operations outside the United States. The inherent risks that we face in international business operations include, but are not limited to:
| | • | | currency risks, including currency fluctuations; |
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| | • | | unexpected changes in legislative and regulatory requirements; |
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| | • | | potential adverse tax burdens; |
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| | • | | burdens of complying with different permitting standards, labor laws and a wide variety of foreign laws; |
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| | • | | obstacles to the repatriation of earnings and cash; |
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| | • | | regional, national and local political uncertainty; |
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| | • | | economic slowdown and/or downturn in foreign markets; |
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| | • | | difficulties in staffing and managing international operations; and |
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| | • | | 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.
xi) The Company’s financial covenants may restrict its operating and acquisition activities.
The Company’s revolving credit facilities and the indentures under which the Company’s senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured debt, make dividend payments, sell all or substantially all of the Company’s assets and engage in mergers and consolidations and certain acquisitions. These covenants may restrict the Company’s ability to pursue certain business initiatives or certain acquisition transactions. In addition, failure to meet any of the financial covenants could cause an event of default under and/or accelerate some or all of the Company’s indebtedness, which would have a material adverse effect on the Company.
xii) The Company may be subject to environmental regulations.
Under various federal, state, and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in the Company’s property, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). This liability may be imposed whether or not the Company knew about, or was responsible for, the presence of hazardous or toxic substances.
xiii) The Company’s ability to lease or develop properties is subject to competitive pressures.
The Company faces competition in the acquisition, development, operation and sale of real property from individuals and businesses who own real estate, fiduciary accounts and plans and other entities engaged in real estate investment. Some of these competitors have greater financial resources than the Company does. This results in competition for the acquisition of properties, for tenants who lease or consider leasing space in the Company’s existing and subsequently acquired properties and for other real estate investment opportunities.
xiv) Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities.
As with other publicly traded securities, the market price of the Company’s publicly traded securities depends on various market conditions, which may change from time-to-time. Among the market conditions that may affect the market price of the Company’s publicly traded securities are the following:
| | • | | the extent of institutional investor interest in the Company; |
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| | • | | the reputation of REITs generally and the reputation of REITs with portfolios similar to the Company’s; |
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| | • | | the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies); |
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| | • | | the Company’s financial condition and performance; |
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| | • | | the market’s perception of the Company’s growth potential and potential future cash dividends; |
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| | • | | an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for the Company’s shares; and |
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| | • | | general economic and financial market conditions. |
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
Real Estate Portfolio As of January 1, 2007, the Company’s real estate portfolio was comprised of interests in approximately 138.0 million square feet of GLA (not including 36 properties under development comprising 3.5 million square feet of GLA related to the Preferred Equity program, 38 property interests comprising 0.7 million square feet of GLA related to FNC Realty, 61 property interests comprising 6.4 million square feet of GLA related to the American Industries portfolio, 51 property interests comprising 2.5 million square feet of GLA related to the NewKirk Portfolio and 22.4 million square feet of planned GLA for the 77 ground-up development projects and undeveloped land parcels) in 1,061 operating properties primarily consisting of neighborhood and community shopping centers, and 20 retail store leases located in 45 states, Canada, Mexico and Puerto Rico. The Company’s portfolio includes interests ranging from 5% to 50% in 397 shopping center properties comprising approximately 63.7 million square feet of GLA relating to the Company’s investment management program. Neighborhood and community shopping centers comprise the primary focus of the Company’s current portfolio. As of January 1, 2007, approximately 95.5% of the Company’s neighborhood and community shopping center space (excluding the Pan Pacific, KIR, KROP and other institutional co-investment program portfolios) was leased, and the average annualized base rent per leased square foot of the portfolio was $10.19.
The Company’s neighborhood and community shopping center properties, generally owned and operated through subsidiaries or joint ventures, had an average size of approximately 131,000 square feet as of January 1, 2007. The Company generally retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with major renovations and refurbishing to preserve and increase the value of its properties. These projects usually include renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting. During 2006, the Company capitalized approximately $8.4 million in connection with these property improvements and expensed to operations approximately $14.6 million.
The Company’s neighborhood and community shopping centers are usually “anchored” by a national or regional discount department store, supermarket or drugstore. As one of the original participants in the growth of the shopping center industry and one of the nation’s largest owners and operators of shopping centers, the Company has established close relationships with a large number of major national and regional retailers. Some of the major national and regional companies that are tenants in the Company’s shopping center properties include The Home Depot, TJX Companies, Sears Holdings, Kohl’s, Wal-Mart, Value City, Linens N Things, Burlington Coat, Royal Ahold and Costco.
A substantial portion of the Company’s income consists of rent received under long-term leases. Most of the leases provide for the payment of fixed base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping centers. Although many of the leases require the Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the tenant, and the Company’s standard small store lease provides for roof repairs to be reimbursed by the tenant as part of common area maintenance. The Company’s management places a strong emphasis on sound construction and safety at its properties.
26
Approximately 1,960 of the Company’s 8,260 leases also contain provisions requiring the payment of additional rent calculated as a percentage of tenants’ gross sales above predetermined thresholds. Percentage rents accounted for approximately 1% of the Company’s revenues from rental property for the year ended December 31, 2006.
Minimum base rental revenues and operating expense reimbursements accounted for approximately 99% of the Company’s total revenues from rental property for the year ended December 31, 2006. 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.
For the period January 1, 2006, to December 31, 2006, the Company increased the average base rent per leased square foot in its portfolio of neighborhood and community shopping centers from $9.44 to $10.19, an increase of $0.75. This increase primarily consists of (i) a $0.40 increase relating to acquisitions, (ii) a $0.05 increase relating to dispositions or the transfer of properties to various joint venture entities, (iii) a $0.02 increase related to the fluctuation in exchange rates related to Canadian and Mexican-denominated leases and (iv) a $0.28 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio.
The Company seeks to reduce its operating and leasing risks through geographic and tenant diversity. No single neighborhood and community shopping center accounted for more than 0.8% of the Company’s total shopping center GLA or more than 1.6% of total annualized base rental revenues as of December 31, 2006. The Company’s five largest tenants at December 31, 2006, were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which represent approximately 3.5%, 2.9%, 2.5%, 2.2% and 2.1%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest. The Company maintains an active leasing and capital improvement program that, combined with the high quality of the locations, has made, in management’s opinion, the Company’s properties attractive to tenants.
The Company’s management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners.
Retail Store Leases In addition to neighborhood and community shopping centers, as of January 1, 2007, the Company had interests in retail store leases totaling approximately 1.8 million square feet of anchor stores in 20 neighborhood and community shopping centers located in 14 states. As of January 1, 2007, approximately 99.8% of the space in these anchor stores had been sublet to retailers that lease the stores under net lease agreements providing for average annualized base rental payments of $4.02 per square foot. The average annualized base rental payments under the Company’s retail store leases to the landowners of such subleased stores are approximately $2.41 per square foot. The average remaining primary term of the retail store leases (and, similarly, the remaining primary term of the sublease agreements with the tenants currently leasing such space) is approximately three years, excluding options to renew the leases for terms which generally range from 5 years to 20 years. The Company’s investment in retail store leases is included in the caption Other real estate investments on the Company’s Consolidated Balance Sheets.
Ground-Leased Properties The Company has interests in 83 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center. The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements. At the end of these long-term leases, unless extended, the land together with all improvements revert to the landowner.
Ground-Up Development Properties The Company is engaged in ground-up development projects which consists of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiary KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) U.S. ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment (see Recent Developments — International Real Estate Investments and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). The ground-up development projects generally have substantial pre-leasing prior to the commencement of the construction. As of December 31, 2006, the Company had in progress a
27
total of 45 ground-up development projects including 23 merchant building projects, six domestic ground-up development projects, and 16 ground-up development projects located throughout Mexico.
As of January 1, 2007, KDI has currently in progress 23 ground-up development projects located in ten states, which are expected to be sold upon completion. These projects had substantial pre-leasing prior to the commencement of construction. As of January 1, 2007, the average annual base rent per leased square foot for the KDI portfolio was $15.91 and the average annual base rent per leased square foot for new leases executed in 2006 was $15.75.
Undeveloped Land The Company owns certain unimproved land tracts and parcels of land adjacent to certain of its existing shopping centers that are held for possible expansion. At times, should circumstances warrant, the Company may develop or dispose of these parcels.
The table on pages 29 to 41 sets forth more specific information with respect to each of the Company’s property interests.
Item 3. Legal Proceedings
The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries that, in management’s opinion, would result in any material adverse effect on the Company’s ownership, management or operation of its properties, or which is not covered by the Company’s liability insurance.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| ALABAMA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HOOVER | | | 2000 | | | FEE | | | 11.5 | | | | 115,347 | | | | 100.0 | | | WAL-MART | | | 2025 | | | | 2095 | | | | | | | | | | | | | | | | | | | | | |
| MOBILE (9) | | | 1986 | | | JOINT VENTURE | | | 48.8 | | | | 375,822 | | | | 75.3 | | | ACADEMY SPORTS & OUTDOORS | | | 2021 | | | | 2031 | | | TURNER FURNITURE | | | 2007 | | | | 2007 | | | ROSS DRESS FOR LESS | | | 2015 | | | | 2035 | |
| ALASKA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ANCHORAGE (4) | | | 2006 | | | JOINT VENTURE | | | 24.6 | | | | 95,000 | | | | 100.0 | | | MICHAELS | | | 2017 | | | | 2037 | | | BED BATH & BEYOND | | | 2018 | | | | 2038 | | | OLD NAVY | | | 2017 | | | �� | 2027 | |
| KENAI | | | 2003 | | | JOINT VENTURE | | | 14.7 | | | | 146,759 | | | | 100.0 | | | HOME DEPOT | | | 2018 | | | | 2048 | | | | | | | | | | | | | | | | | | | | | |
| ARIZONA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHANDLER (4) | | | 2004 | | | JOINT VENTURE | | | 29.3 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GILBERT (4) | | | 2006 | | | JOINT VENTURE | | | 57.9 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GLENDALE | | | 1998 | | | JOINT VENTURE | | | 16.5 | | | | 96,337 | | | | 100.0 | | | MOR FURNITURE FOR LESS | | | 2016 | | | | | | | MICHAELS | | | 2008 | | | | 2018 | | | ANNA’S LINENS | | | 2015 | | | | 2025 | |
| GLENDALE (12) | | | 2004 | | | FEE | | | 6.4 | | | | 70,428 | | | | 100.0 | | | SAFEWAY | | | 2016 | | | | 2046 | | | | | | | | | | | | | | | | | | | | | |
| GLENDALE (8) | | | 1998 | | | JOINT VENTURE | | | 40.5 | | | | 333,388 | | | | 95.7 | | | COSTCO | | | 2011 | | | | 2046 | | | FLOOR & DECOR | | | 2015 | | | | 2025 | | | LEVITZ | | | 2012 | | | | 2032 | |
| MARANA | | | 2003 | | | FEE | | | 18.2 | | | | 191,008 | | | | 100.0 | | | LOWE’S HOME CENTER | | | 2019 | | | | 2069 | | | | | | | | | | | | | | | | | | | | | |
| MARANA (4) | | | 2006 | | | JOINT VENTURE | | | 158.9 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MESA | | | 1998 | | | FEE | | | 19.8 | | | | 144,617 | | | | 79.1 | | | ROSS DRESS FOR LESS | | | 2010 | | | | 2015 | | | BLACK ANGUS | | | 2010 | | | | 2015 | | | | | | | | | | | |
| MESA (12) | | | 2004 | | | FEE | | | 29.4 | | | | 307,375 | | | | 99.6 | | | SPORTS AUTHORITY | | | 2016 | | | | 2046 | | | SIMPLY ARTRAGEOUS | | | 2014 | | | | 2019 | | | CIRCUIT CITY | | | 2016 | | | | 2036 | |
| MESA (4) | | | 2005 | | | GROUND LEASE (2076)/ JOINT VENTURE | | | 6.1 | | | | 829,000 | | | | 100.0 | | | WAL-MART | | | 2026 | | | | 2076 | | | HOME DEPOT | | | 2028 | | | | 2058 | | | CINEMARK | | | 2021 | | | | 2036 | |
| MESA (4) | | | 2005 | | | JOINT VENTURE | | | 43.1 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NORTH PHOENIX | | | 1998 | | | FEE | | | 17.0 | | | | 230,164 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2013 | | | | 2023 | | | GUITAR CENTER | | | 2017 | | | | 2027 | | | MICHAELS | | | 2007 | | | | 2022 | |
| PEORIA (4) | | | 2000 | | | JOINT VENTURE | | | 2.2 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PHOENIX | | | 1998 | | | FEE | | | 26.6 | | | | 304,331 | | | | 100.0 | | | COSTCO | | | 2011 | | | | 2041 | | | PHOENIX RANCH MARKET | | | 2021 | | | | 2041 | | | | | | | | | | | |
| PHOENIX | | | 1998 | | | FEE | | | 13.4 | | | | 153,180 | | | | 93.7 | | | HOME DEPOT | | | 2020 | | | | 2050 | | | JO-ANN FABRICS | | | 2010 | | | | 2025 | | | | | | | | | | | |
| PHOENIX | | | 1997 | | | FEE | | | 17.5 | | | | 131,621 | | | | 95.6 | | | SAFEWAY | | | 2009 | | | | 2039 | | | TRADER JOE’S | | | 2014 | | | | 2029 | | | | | | | | | | | |
| PHOENIX | | | 1998 | | | JOINT VENTURE | | | 1.6 | | | | 16,410 | | | | 100.0 | | | CHAPMAN BMW | | | 2016 | | | | 2031 | | | | | | | | | | | | | | | | | | | | | |
| PHOENIX (7) | | | 2006 | | | FEE | | | 9.4 | | | | 95,329 | | | | 61.8 | | | DOLLAR TREE | | | 2012 | | | | 2017 | | | | | | | | | | | | | | | | | | | | | |
| SURPRISE (4) | | | 2004 | | | JOINT VENTURE | | | 113.4 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TEMPE (12) | | | 2004 | | | FEE | | | 24.0 | | | | 228,000 | | | | 100.0 | | | TERRI’S CONSIGN & DESIGN | | | 2011 | | | | 2021 | | | CIRCUIT CITY | | | 2016 | | | | 2036 | | | JCPENNEY | | | 2008 | | | | 2028 | |
| TUCSON | | | 2003 | | | JOINT VENTURE | | | 17.8 | | | | 190,174 | | | | 100.0 | | | LOWE’S HOME CENTER | | | 2019 | | | | 2069 | | | | | | | | | | | | | | | | | | | | | |
| CALIFORNIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALHAMBRA | | | 1998 | | | FEE | | | 18.4 | | | | 195,455 | | | | 100.0 | | | COSTCO | | | 2027 | | | | 2057 | | | COSTCO | | | 2027 | | | | 2057 | | | JO-ANN FABRICS | | | 2009 | | | | 2019 | |
| ANAHEIM | | | 1995 | | | FEE | | | 1.0 | | | | 15,396 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ANAHEIM (7) | | | 2006 | | | FEE | | | 36.1 | | | | 345,708 | | | | 98.6 | | | MERVYN’S | | | 2012 | | | | 2022 | | | GIGANTE | | | 2023 | | | | 2033 | | | OFFICEMAX | | | 2011 | | | | 2026 | |
| ANAHEIM (7) | | | 2006 | | | FEE | | | 19.1 | | | | 185,247 | | | | 97.2 | | | RALPHS | | | 2016 | | | | 2046 | | | RITE AID | | | 2016 | | | | 2025 | | | DOLLAR STORE | | | 2009 | | | | 2014 | |
| ANAHEIM (7) | | | 2006 | | | FEE | | | 8.5 | | | | 105,085 | | | | 96.2 | | | STATER BROTHERS | | | 2011 | | | | 2026 | | | SAV-ON DRUG | | | 2012 | | | | 2022 | | | | | | | | | | | |
| ANGEL’S CAMP (7) | | | 2006 | | | FEE | | | 5.1 | | | | 77,967 | | | | 100.0 | | | SAVE MART | | | 2022 | | | | 2048 | | | RITE AID | | | 2011 | | | | 2031 | | | | | | | | | | | |
| ANTELOPE (7) | | | 2006 | | | FEE | | | 13.1 | | | | 119,998 | | | | 94.0 | | | FOOD MAXX | | | 2007 | | | | 2022 | | | GOODWILL INDUSTRIES | | | 2014 | | | | 2029 | | | | | | | | | | | |
| BAKERSFIELD (7) | | | 2006 | | | FEE | | | 1.2 | | | | 14,115 | | | | 74.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BELLFLOWER (7) | | | 2006 | | | GROUND LEASE (2032) | | | 9.1 | | | | 113,511 | | | | 100.0 | | | STATER BROTHERS | | | 2012 | | | | 2022 | | | STAPLES | | | 2007 | | | | | | | | | | | | | | | |
| CALSBAD (7) | | | 2006 | | | FEE | | | 21.1 | | | | 160,928 | | | | 99.0 | | | MARSHALLS | | | 2008 | | | | 2018 | | | DOLLAR TREE | | | 2013 | | | | 2023 | | | KIDS ‘R’ US | | | 2018 | | | | 2027 | |
| CARMICHAEL | | | 1998 | | | FEE | | | 18.5 | | | | 210,306 | | | | 100.0 | | | HOME DEPOT | | | 2008 | | | | 2022 | | | SPORTS AUTHORITY | | | 2009 | | | | 2024 | | | LONGS DRUGS | | | 2013 | | | | 2033 | |
| CHICO | | | 2006 | | | FEE | | | 1.3 | | | | 19,560 | | | | 93.9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHICO (7) | | | 2006 | | | FEE | | | 1.0 | | | | 264,680 | | | | 95.5 | | | FOOD MAXX | | | 2009 | | | | 2024 | | | ASHLEY HOME FURNISHING | | | 2009 | | | | 2019 | | | BED, BATH & BEYOND | | | 2014 | | | | 2029 | |
| CHICO (7) | | | 2006 | | | FEE | | | 18.3 | | | | 186,553 | | | | 97.9 | | | RALEY’S | | | 2015 | | | | 2030 | | | ROSS DRESS FOR LESS | | | 2010 | | | | 2025 | | | JO-ANN FABRICS | | | 2012 | | | | 2017 | |
| CHINO (7) | | | 2006 | | | FEE | | | 33.0 | | | | 341,577 | | | | 94.9 | | | LA CURACAO | | | 2021 | | | | 2041 | | | ROSS DRESS FOR LESS | | | 2013 | | | | 2033 | | | DD’S DISCOUNT | | | 2016 | | | | 2036 | |
| CHINO (7) | | | 2006 | | | FEE | | | 13.1 | | | | 168,264 | | | | 98.2 | | | DOLLAR TREE | | | 2008 | | | | 2023 | | | PETSMART | | | 2007 | | | | 2027 | | | RITE AID | | | 2010 | | | | 2020 | |
| CHINO HILLS | | | 2005 | | | FEE | | | 7.3 | | | | 73,352 | | | | 98.5 | | | STATER BROTHERS | | | 2022 | | | | 2052 | | | | | | | | | | | | | | | | | | | | | |
| CHINO HILLS (7) | | | 2006 | | | FEE | | | 11.8 | | | | 128,121 | | | | 61.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHULA VISTA | | | 1998 | | | FEE | | | 34.3 | | | | 356,335 | | | | 100.0 | | | COSTCO | | | 2029 | | | | 2079 | | | WAL-MART | | | 2025 | | | | 2086 | | | NAVCARE | | | 2009 | | | | | |
| COLMA (14) | | | 2006 | | | JOINT VENTURE | | | 6.4 | | | | 213,532 | | | | 100.0 | | | MARSHALLS | | | 2012 | | | | | | | NORDSTROM RACK | | | 2007 | | | | 2017 | | | BED BATH & BEYOND | | | 2011 | | | | 2026 | |
| CORONA | | | 1998 | | | FEE | | | 47.6 | | | | 487,048 | | | | 98.7 | | | COSTCO | | | 2012 | | | | 2042 | | | HOME DEPOT | | | 2010 | | | | 2029 | | | LEVITZ | | | 2009 | | | | 2029 | |
| COVINA (8) | | | 2000 | | | GROUND LEASE (2054)/ JOINT VENTURE | | | 26.0 | | | | 269,433 | | | | 97.2 | | | HOME DEPOT | | | 2009 | | | | 2034 | | | STAPLES | | | 2011 | | | | | | | PETSMART | | | 2008 | | | | 2028 | |
| CUPERTINO | | | 2006 | | | FEE | | | 11.5 | | | | 114,533 | | | | 92.6 | | | 99 RANCH MARKET | | | 2012 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| DALY CITY (3) | | | 2002 | | | FEE | | | 25.6 | | | | 537,496 | | | | 100.0 | | | HOME DEPOT | | | 2026 | | | | 2056 | | | BURLINGTON COAT FACTORY | | | 2012 | | | | 2022 | | | SAFEWAY | | | 2009 | | | | 2024 | |
| DOWNEY (7) | | | 2006 | | | GROUND LEASE (2009) | | | 9.8 | | | | 114,722 | | | | 100.0 | | | A WORLD OF DšCOR | | | 2009 | | | | | | | | | | | | | | | | | | | | | | | | | |
| DUBLIN (7) | | | 2006 | | | FEE | | | 12.4 | | | | 154,728 | | | | 100.0 | | | ORCHARD SUPPLY HARDWARE | | | 2011 | | | | | | | MARSHALLS | | | 2010 | | | | 2025 | | | ROSS DRESS FOR LESS | | | 2008 | | | | 2023 | |
| EL CAJON | | | 2003 | | | JOINT VENTURE | | | 10.9 | | | | 123,343 | | | | 100.0 | | | KOHL’S | | | 2024 | | | | 2053 | | | MICHAELS | | | 2015 | | | | 2035 | | | | | | | | | | | |
| EL CAJON (12) | | | 2004 | | | FEE | | | 10.4 | | | | 98,474 | | | | 98.3 | | | RITE AID | | | 2018 | | | | 2043 | | | ROSS DRESS FOR LESS | | | 2009 | | | | 2024 | | | PETCO | | | 2009 | | | | 2014 | |
| ELK GROVE | | | 2006 | | | FEE | | | 2.3 | | | | 30,130 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ELK GROVE | | | 2006 | | | FEE | | | 0.8 | | | | 7,880 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ELK GROVE (7) | | | 2006 | | | FEE | | | 8.1 | | | | 89,216 | | | | 100.0 | | | BEL AIR MARKET | | | 2025 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| ELK GROVE (7) | | | 2006 | | | FEE | | | 5.0 | | | | 34,015 | | | | 96.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ENCINITAS (7) | | | 2006 | | | FEE | | | 9.1 | | | | 119,738 | | | | 94.6 | | | ALBERTSONS | | | 2011 | | | | 2031 | | | TWEETER | | | 2016 | | | | 2021 | | | | | | | | | | | |
| ESCONDIDO (7) | | | 2006 | | | FEE | | | 12.1 | | | | 132,832 | | | | 100.0 | | | SAV-ON DRUG | | | 2009 | | | | 2034 | | | KAHOOTS | | | 2009 | | | | 2019 | | | VALUE CRAFT | | | 2011 | | | | 2015 | |
| FAIR OAKS (7) | | | 2006 | | | FEE | | | 9.6 | | | | 98,625 | | | | 92.3 | | | RALEY’S | | | 2011 | | | | 2021 | | | | | | | | | | | | | | | | | | | | | |
| FOLSOM | | | 2003 | | | JOINT VENTURE | | | 9.5 | | | | 108,255 | | | | 100.0 | | | KOHL’S | | | 2018 | | | | 2048 | | | | | | | | | | | | | | | | | | | | | |
| FOLSOM (7) | | | 2006 | | | FEE | | | 14.0 | | | | 141,310 | | | | 98.0 | | | RALEY’S | | | 2017 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| FREMONT (13) (6) | | | 2005 | | | JOINT VENTURE | | | 44.4 | | | | 504,782 | | | | 94.5 | | | SAFEWAY | | | 2025 | | | | 2050 | | | BED BATH & BEYOND | | | 2010 | | | | 2025 | | | MARSHALLS | | | 2015 | | | | 2030 | |
| FREMONT (7) | | | 2006 | | | FEE | | | 11.9 | | | | 131,242 | | | | 100.0 | | | ALBERTSONS | | | 2013 | | | | 2038 | | | LONGS DRUGS | | | 2011 | | | | 2021 | | | BALLY TOTAL FITNESS | | | 2009 | | | | 2029 | |
| FRESNO (12) | | | 2004 | | | FEE | | | 10.8 | | | | 121,107 | | | | 100.0 | | | BED BATH & BEYOND | | | 2010 | | | | 2025 | | | SPORTMART | | | 2013 | | | | 2023 | | | ROSS DRESS FOR LESS | | | 2011 | | | | 2031 | |
| FRESNO (7) | | | 2006 | | | FEE | | | 9.9 | | | | 102,581 | | | | 92.4 | | | SAVE MART | | | 2014 | | | | 2034 | | | RITE AID | | | 2014 | | | | 2044 | | | | | | | | | | | |
| FULLERTON (7) | | | 2006 | | | GROUND LEASE (2025) | | | 20.3 | | | | 270,647 | | | | 98.7 | | | TOYS’R ‘US/CHUCK E.CHEESE | | | 2017 | | | | 2042 | | | AMC THEATRES | | | 2012 | | | | 2037 | | | AMC THEATERS | | | 2012 | | | | 2037 | |
| GARDENA (7) | | | 2006 | | | FEE | | | 6.5 | | | | 65,987 | | | | 100.0 | | | TAWA MARKET | | | 2010 | | | | 2020 | | | RITE AID | | | 2015 | | | | 2035 | | | | | | | | | | | |
| GRANITE BAY (7) | | | 2006 | | | FEE | | | 11.5 | | | | 140,184 | | | | 97.3 | | | RALEY’S | | | 2018 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| GRASS VALLEY (7) | | | 2006 | | | FEE | | | 30.0 | | | | 217,535 | | | | 94.8 | | | RALEY’S | | | 2018 | | | | | | | JCPENNEY | | | 2008 | | | | 2033 | | | COURTHOUSE ATHLETIC CLUB | | | 2009 | | | | 2014 | |
| HACIENDA HEIGHTS (7) | | | 2006 | | | FEE | | | 12.1 | | | | 135,012 | | | | 91.1 | | | ALBERTSONS | | | 2016 | | | | 2071 | | | VIVO DANCE | | | 2007 | | | | 2012 | | | | | | | | | | | |
| HAYWARD (7) | | | 2006 | | | FEE | | | 8.1 | | | | 80,911 | | | | 97.4 | | | 99 CENTS ONLY STORES | | | 2010 | | | | 2025 | | | BIG LOTS | | | 2011 | | | | 2021 | | | | | | | | | | | |
| HUNTINGTON BEACH (7) | | | 2006 | | | FEE | | | 12.0 | | | | 148,756 | | | | 97.0 | | | VONS | | | 2016 | | | | 2036 | | | SAV-ON DRUG | | | 2015 | | | | 2030 | | | | | | | | | | | |
| JACKSON | | | 2006 | | | FEE | | | 9.2 | | | | 67,665 | | | | 100.0 | | | RALEY’S | | | 2024 | | | | 2049 | | | | | | | | | | | | | | | | | | | | | |
| LA MIRADA | | | 1998 | | | FEE | | | 31.2 | | | | 261,782 | | | | 100.0 | | | TOYS “R” US | | | 2012 | | | | 2032 | | | US POST OFFICE | | | 2010 | | | | 2020 | | | MOVIES 7 DOLLAR THEATRE | | | 2008 | | | | 2018 | |
| LA VERNE (7) | | | 2006 | | | GROUND LEASE (2059) | | | 20.1 | | | | 231,376 | | | | 98.4 | | | TARGET | | | 2009 | | | | 2034 | | | VONS STORE | | | 2010 | | | | 2055 | | | | | | | | | | | |
| LIVERMORE (7) | | | 2006 | | | FEE | | | 8.1 | | | | 104,363 | | | | 100.0 | | | ROSS DRESS FOR LESS | | | 2009 | | | | 2024 | | | RICHARD CRAFTS | | | 2008 | | | | 2018 | | | BIG 5 SPORTING GOODS | | | 2012 | | | | 2022 | |
| LOS ANGELES (7) | | | 2006 | | | GROUND LEASE (2070) | | | 0.0 | | | | 169,744 | | | | 99.1 | | | KMART | | | 2012 | | | | 2018 | | | SUPERIOR MARKETS | | | 2023 | | | | 2038 | | | SAV-ON | | | 2011 | | | | 2016 | |
| LOS ANGELES (7) | | | 2006 | | | GROUND LEASE (2050) | | | 14.6 | | | | 165,195 | | | | 97.8 | | | RALPHS/FOOD 4 LESS | | | 2007 | | | | 2037 | | | FACTORY 2-U | | | 2011 | | | | 2016 | | | RITE AID | | | 2010 | | | | 2025 | |
| LOS BANOS (7) | | | 2006 | | | FEE | | | 7.7 | | | | 110,535 | | | | 97.8 | | | SAVE MART | | | 2012 | | | | 2042 | | | RITE AID | | | 2012 | | | | 2042 | | | | | | | | | | | |
| MANTECA | | | 2006 | | | FEE | | | 1.1 | | | | 19,455 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MANTECA (7) | | | 2006 | | | FEE | | | 13.3 | | | | 171,953 | | | | 99.1 | | | STADIUM 10 CINEMAS | | | 2022 | | | | 2032 | | | SAVE MART | | | 2013 | | | | 2033 | | | RITE AID | | | 2017 | | | | | |
| MANTECA (7) | | | 2006 | | | FEE | | | 7.2 | | | | 96,393 | | | | 98.9 | | | PAK ‘N’ SAVE | | | 2013 | | | | | | | BIG 5 SPORTING GOODS | | | 2018 | | | | | | | | | | | | | | | |
| MERCED | | | 2006 | | | FEE | | | 1.6 | | | | 27,350 | | | | 91.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MODESTO (7) | | | 2006 | | | FEE | | | 17.9 | | | | 214,772 | | | | 98.4 | | | GOTTSCHALKS | | | 2013 | | | | 2027 | | | RALEY’S | | | 2009 | | | | 2024 | | | GOTTSCHALKS | | | 2012 | | | | 2026 | |
| MODESTO (7) | | | 2006 | | | FEE | | | 5.6 | | | | 77,863 | | | | 100.0 | | | SAVE MART | | | 2013 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| MONTEBELLO (8) | | | 2000 | | | JOINT VENTURE | | | 25.4 | | | | 251,489 | | | | 100.0 | | | SEARS | | | 2012 | | | | 2062 | | | TOYS “R” US | | | 2018 | | | | 2043 | | | AMC THEATRES | | | 2012 | | | | 2032 | |
| MORAGA (7) | | | 2006 | | | FEE | | | 33.7 | | | | 163,975 | | | | 96.6 | | | TJ MAXX | | | 2011 | | | | 2026 | | | LONGS DRUGS | | | 2010 | | | | 2035 | | | U.S. POSTAL SERVICE | | | 2011 | | | | 2031 | |
| MORGAN HILL | | | 2003 | | | JOINT VENTURE | | | 8.1 | | | | 103,362 | | | | 100.0 | | | HOME DEPOT | | | 2024 | | | | 2054 | | | | | | | | | | | | | | | | | | | | | |
| NAPA | | | 2006 | | | GROUND LEASE (2070)/ JOINT VENTURE | | | 34.5 | | | | 349,530 | | | | 100.0 | | | TARGET | | | 2020 | | | | 2040 | | | HOME DEPOT | | | 2018 | | | | 2040 | | | RALEY’S | | | 2020 | | | | 2045 | |
| NORTHRIDGE | | | 2005 | | | FEE | | | 9.3 | | | | 158,812 | | | | 100.0 | | | DSW SHOE WAREHOUSE | | | 2016 | | | | 2028 | | | LINENS N THINGS | | | 2013 | | | | 2028 | | | GELSON’S MARKET | | | 2017 | | | | 2027 | |
| NOVATO (7) | | | 2003 | | | FEE | | | 11.3 | | | | 133,862 | | | | 92.5 | | | SAFEWAY | | | 2025 | | | | 2060 | | | RITE AID | | | 2008 | | | | 2023 | | | BIG LOTS | | | 2010 | | | | 2020 | |
| OCEANSIDE (7) | | | 2006 | | | FEE | | | 42.7 | | | | 366,775 | | | | 100.0 | | | STEIN MART | | | 2009 | | | | 2024 | | | ROSS DRESS FOR LESS | | | 2009 | | | | 2014 | | | BARNES & NOBLE | | | 2013 | | | | 2028 | |
| OCEANSIDE (7) | | | 2006 | | | GROUND LEASE (2048) | | | 9.5 | | | | 92,378 | | | | 87.1 | | | LAMPS PLUS | | | 2011 | | | | | | | TRADER JOE’S | | | 2016 | | | | 2026 | | | | | | | | | | | |
29
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| OCEANSIDE (7) | | | 2006 | | | FEE | | | 10.2 | | | | 88,414 | | | | 94.4 | | | VONS | | | 2008 | | | | | | | LONGS DRUGS | | | 2013 | | | | 2033 | | | | | | | | | | | |
| ONTARIO (7) | | | 2006 | | | FEE | | | 14.1 | | | | 97,131 | | | | 97.9 | | | PEP BOYS | | | 2008 | | | | 2028 | | | 24 HOUR FITNESS | | | 2009 | | | | 2019 | | | ABBEY CARPET | | | 2009 | | | | | |
| ONTARIO (7) | | | 2006 | | | FEE | | | 14.1 | | | | 45,075 | | | | 100.0 | | | SEARS OUTLET | | | 2008 | | | | | | | DUNN EDWARDS CORP. | | | 2009 | | | | | | | | | | | | | | | |
| ORANGEVALE (7) | | | 2006 | | | FEE | | | 17.3 | | | | 160,811 | | | | 97.2 | | | ALBERTSONS | | | 2024 | | | | 2063 | | | LONGS DRUGS | | | 2022 | | | | 2052 | | | US POST OFFICE | | | 2012 | | | | | |
| OXNARD (8) | | | 1998 | | | JOINT VENTURE | | | 14.4 | | | | 171,580 | | | | 100.0 | | | TARGET | | | 2008 | | | | 2013 | | | FOOD 4 LESS | | | 2008 | | | | | | | 24 HOUR FITNESS | | | 2010 | | | | 2020 | |
| PACIFICA (11) | | | 2004 | | | JOINT VENTURE | | | 13.6 | | | | 168,871 | | | | 98.2 | | | SAFEWAY | | | 2018 | | | | 2038 | | | ROSS DRESS FOR LESS | | | 2010 | | | | 2020 | | | RITE AID | | | 2021 | | | | | |
| PACIFICA (7) | | | 2006 | | | FEE | | | 7.5 | | | | 103,081 | | | | 100.0 | | | ALBERTSONS | | | 2007 | | | | 2032 | | | RITE AID | | | 2012 | | | | 2042 | | | | | | | | | | | |
| PALMDALE (7) | | | 2006 | | | FEE | | | 8.0 | | | | 81,050 | | | | 96.3 | | | SMART & FINAL | | | 2015 | | | | 2029 | | | DOLLAR TREE | | | 2010 | | | | 2020 | | | BIG LOTS | | | 2009 | | | | 2027 | |
| PORTERVILLE (7) | | | 2006 | | | FEE | | | 0.3 | | | | 81,010 | | | | 95.0 | | | SAVE MART | | | 2010 | | | | 2030 | | | COUNTY OF TULARE | | | 2025 | | | | 2045 | | | | | | | | | | | |
| POWAY | | | 2005 | | | FEE | | | 8.3 | | | | 121,977 | | | | 91.8 | | | STEIN MART | | | 2013 | | | | 2028 | | | HOME GOODS | | | 2014 | | | | 2033 | | | OFFICE DEPOT | | | 2013 | | | | 2028 | |
| RANCHO CUCAMONGA (7) | | | 2006 | | | GROUND LEASE (2042) | | | 17.1 | | | | 286,824 | | | | 97.3 | | | FOOD 4 LESS | | | 2014 | | | | 2034 | | | SPORTS CHALET | | | 2010 | | | | 2020 | | | AMIGO’S FLOORING MONSTER | | | 2015 | | | | 2040 | |
| RANCHO CUCAMONGA (7) | | | 2006 | | | FEE | | | 5.2 | | | | 56,019 | | | | 100.0 | | | SAV-ON DRUG | | | 2011 | | | | 2026 | | | | | | | | | | | | | | | | | | | | | |
| RANCHO MIRAGE (7) | | | 2006 | | | FEE | | | 16.9 | | | | 150,391 | | | | 91.7 | | | VONS MARKET | | | 2009 | | | | 2039 | | | LONGS DRUGS | | | 2009 | | | | 2029 | | | | | | | | | | | |
| RED BLUFF | | | 2006 | | | FEE | | | 4.6 | | | | 23,200 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| REDDING | | | 2006 | | | FEE | | | 1.8 | | | | 21,876 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| REDDING (7) | | | 2006 | | | FEE | | | 12.1 | | | | 122,091 | | | | 95.7 | | | RALEY’S | | | 2014 | | | | 2029 | | | | | | | | | | | | | | | | | | | | | |
| REDWOOD CITY (12) | | | 2004 | | | FEE | | | 6.4 | | | | 49,429 | | | | 100.0 | | | ORCHARD SUPPLY HARDWARE | | | 2009 | | | | 2029 | | | | | | | | | | | | | | | | | | | | | |
| RIVERSIDE | | | 2006 | | | FEE | | | 5.0 | | | | 86,108 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2009 | | | | 2028 | | | | | | | | | | | | | | | | | | | | | |
| ROSEVILLE (12) | | | 2004 | | | FEE | | | 20.3 | | | | 188,493 | | | | 100.0 | | | SPORTS AUTHORITY | | | 2016 | | | | 2031 | | | LINENS N THINGS | | | 2012 | | | | 2027 | | | ROSS DRESS FOR LESS | | | 2008 | | | | 2028 | |
| SACRAMENTO (7) | | | 2006 | | | FEE | | | 23.1 | | | | 189,043 | | | | 100.0 | | | SD MART | | | 2014 | | | | 2024 | | | SEAFOOD CITY | | | 2018 | | | | 2033 | | | BIG 5 SPORTING GOODS | | | 2012 | | | | 2022 | |
| SACRAMENTO (7) | | | 2006 | | | FEE | | | 10.8 | | | | 132,630 | | | | 99.8 | | | KMART | | | 2012 | | | | 2032 | | | | | | | | | | | | | | | | | | | | | |
| SACRAMENTO (7) | | | 2006 | | | FEE | | | 13.2 | | | | 116,668 | | | | 98.6 | | | UNITED ARTISTS THEATRE | | | 2016 | | | | 2028 | | | 24 HOUR FITNESS | | | 2012 | | | | 2027 | | | | | | | | | | | |
| SACRAMENTO (7) | | | 2006 | | | FEE | | | 6.6 | | | | 69,230 | | | | 100.0 | | | BIG LOTS | | | 2010 | | | | 2025 | | | | | | | | | | | | | | | | | | | | | |
| SAN DIEGO (12) | | | 2004 | | | FEE | | | 42.1 | | | | 411,375 | | | | 100.0 | | | PRICE SELF STORAGE | | | 2035 | | | | | | | CHARLOTTE RUSSE | | | 2009 | | | | 2019 | | | COSTCO | | | 2014 | | | | 2044 | |
| SAN DIEGO (12) | | | 2004 | | | FEE | | | 5.9 | | | | 35,000 | | | | 100.0 | | | CLAIM JUMPER | | | 2013 | | | | 2023 | | | | | | | | | | | | | | | | | | | | | |
| SAN DIEGO (7) | | | 2006 | | | GROUND LEASE (2016) | | | 16.4 | | | | 210,604 | | | | 96.4 | | | CIRCUIT CITY | | | 2010 | | | | 2020 | | | TJ MAXX | | | 2010 | | | | 2015 | | | SAV-ON DRUG | | | 2013 | | | | 2023 | |
| SAN DIEGO (8) | | | 2000 | | | JOINT VENTURE | | | 11.2 | | | | 117,410 | | | | 100.0 | | | ALBERTSONS | | | 2012 | | | | | | | SPORTMART | | | 2013 | | | | | | | | | | | | | | | |
| SAN DIMAS (7) | | | 2006 | | | FEE | | | 13.4 | | | | 154,020 | | | | 100.0 | | | OFFICEMAX | | | 2011 | | | | 2026 | | | ROSS DRESS FOR LESS | | | 2008 | | | | 2023 | | | PETCO | | | 2012 | | | | 2027 | |
| SAN JOSE (7) | | | 2006 | | | FEE | | | 16.8 | | | | 183,180 | | | | 100.0 | | | WAL-MART | | | 2011 | | | | 2041 | | | WALGREENS | | | 2030 | | | | | | | | | | | | | | | |
| SAN LEANDRO (7) | | | 2006 | | | FEE | | | 6.2 | | | | 95,255 | | | | 97.2 | | | ROSS DRESS FOR LESS | | | 2008 | | | | | | | MICHAELS | | | 2008 | | | | 2013 | | | | | | | | | | | |
| SAN LUIS OBISPO | | | 2005 | | | FEE | | | 17.6 | | | | 174,428 | | | | 98.2 | | | VON’S | | | 2017 | | | | 2042 | | | MICHAELS | | | 2008 | | | | 2028 | | | SAV-ON DRUG | | | 2017 | | | | 2047 | |
| SAN RAMON (8) | | | 1999 | | | JOINT VENTURE | | | 5.3 | | | | 41,913 | | | | 100.0 | | | PETCO | | | 2012 | | | | 2022 | | | | | | | | | | | | | | | | | | | | | |
| SANTA ANA | | | 1998 | | | FEE | | | 12.0 | | | | 134,400 | | | | 100.0 | | | HOME DEPOT | | | 2015 | | | | 2035 | | | | | | | | | | | | | | | | | | | | | |
| SANTA CLARITA (7) | | | 2006 | | | FEE | | | 14.1 | | | | 96,662 | | | | 92.7 | | | ALBERTSONS | | | 2012 | | | | 2042 | | | | | | | | | | | | | | | | | | | | | |
| SANTA ROSA | | | 2005 | | | FEE | | | 3.6 | | | | 41,565 | | | | 90.3 | | | ACE HARDWARE | | | 2009 | | | | 2019 | | | | | | | | | | | | | | | | | | | | | |
| SANTEE | | | 2003 | | | JOINT VENTURE | | | 44.5 | | | | 311,437 | | | | 99.2 | | | 24 HOUR FITNESS | | | 2017 | | | | | | | BED BATH & BEYOND | | | 2012 | | | | 2017 | | | TJ MAXX | | | 2012 | | | | 2027 | |
| SIGNAL HILL (12) | | | 2004 | | | FEE | | | 15.0 | | | | 181,250 | | | | 99.5 | | | HOME DEPOT | | | 2014 | | | | 2034 | | | PETSMART | | | 2009 | | | | 2024 | | | | | | | | | | | |
| STOCKTON | | | 1999 | | | FEE | | | 14.6 | | | | 152,919 | | | | 87.2 | | | SUPER UNITED FURNITURE | | | 2009 | | | | 2019 | | | COSTCO | | | 2008 | | | | 2033 | | | | | | | | | | | |
| SUISON CITY (7) | | | 2006 | | | FEE | | | 14.9 | | | | 161,851 | | | | 98.3 | | | RALEY’S | | | 2019 | | | | 2029 | | | ACE HARDWARE | | | 2013 | | | | 2023 | | | AMERICAN FURNISHINGS GALLERIES | | | 2014 | | | | 2018 | |
| TEMECULA (12) | | | 2004 | | | FEE | | | 47.4 | | | | 345,113 | | | | 99.7 | | | WAL-MART | | | 2028 | | | | 2058 | | | KOHL’S | | | 2023 | | | | 2043 | | | ROSS DRESS FOR LESS | | | 2014 | | | | 2034 | |
| TEMECULA (7) | | | 2006 | | | FEE | | | 17.9 | | | | 139,130 | | | | 100.0 | | | ALBERTSONS | | | 2015 | | | | 2035 | | | LONGS DRUGS | | | 2016 | | | | 2041 | | | | | | | | | | | |
| TEMECULA (8) | | | 1999 | | | JOINT VENTURE | | | 40.0 | | | | 342,336 | | | | 99.2 | | | KMART | | | 2017 | | | | 2032 | | | FOOD 4 LESS | | | 2010 | | | | 2030 | | | TRISTONE THEATRES | | | 2008 | | | | 2018 | |
| TORRANCE (8) | | | 2000 | | | JOINT VENTURE | | | 26.7 | | | | 266,847 | | | | 100.0 | | | HL TORRANCE | | | 2011 | | | | 2021 | | | LINENS N THINGS | | | 2010 | | | | 2020 | | | MARSHALLS | | | 2009 | | | | 2019 | |
| TRUCKEE | | | 2006 | | | FEE | | | 3.2 | | | | 26,553 | | | | 78.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TULARE (7) | | | 2006 | | | FEE | | | 6.9 | | | | 119,412 | | | | 90.6 | | | SAVE MART | | | 2011 | | | | 2031 | | | RITE AID | | | 2011 | | | | 2041 | | | DOLLAR TREE | | | 2008 | | | | | |
| TURLOCK (7) | | | 2006 | | | FEE | | | 10.1 | | | | 111,612 | | | | 100.0 | | | RALEY’S | | | 2018 | | | | 2033 | | | OUCHINA BUFFET | | | 2014 | | | | 2024 | | | | | | | | | | | |
| TUSTIN | | | 2003 | | | JOINT VENTURE | | | 9.1 | | | | 108,413 | | | | 100.0 | | | KMART | | | 2018 | | | | 2048 | | | | | | | | | | | | | | | | | | | | | |
| TUSTIN (4) | | | 2005 | | | JOINT VENTURE | | | 47.2 | | | | 626,000 | | | | 100.0 | | | TARGET | | | 2015 | | | | 2040 | | | WHOLE FOODS | | | 2010 | | | | 2030 | | | TJ MAXX | | | 2010 | | | | 2020 | |
| TUSTIN (7) | | | 2006 | | | FEE | | | 15.7 | | | | 210,936 | | | | 97.4 | | | VONS | | | 2021 | | | | 2041 | | | RITE AID | | | 2009 | | | | 2029 | | | KRAGEN AUTO PARTS | | | 2011 | | | | 2016 | |
| TUSTIN (7) | | | 2006 | | | FEE | | | 12.9 | | | | 138,348 | | | | 98.8 | | | RALPHS | | | 2008 | | | | 2023 | | | LONGS DRUGS | | | 2022 | | | | 2032 | | | MICHAELS | | | 2008 | | | | 2013 | |
| UKIAH (7) | | | 2006 | | | FEE | | | 11.1 | | | | 110,565 | | | | 98.5 | | | RALEY’S | | | 2016 | | | | 2031 | | | | | | | | | | | | | | | | | | | | | |
| UPLAND (7) | | | 2006 | | | FEE | | | 22.5 | | | | 273,167 | | | | 99.0 | | | HOME DEPOT | | | 2009 | | | | 2029 | | | VONS PAVILIONS | | | 2008 | | | | 2043 | | | STAPLES | | | 2008 | | | | 2028 | |
| VALENCIA (7) | | | 2006 | | | FEE | | | 13.6 | | | | 143,333 | | | | 100.0 | | | RALPHS | | | 2023 | | | | 2053 | | | LONGS DRUGS | | | 2008 | | | | | | | | | | | | | | | |
| VALLEJO (7) | | | 2006 | | | FEE | | | 14.2 | | | | 150,766 | | | | 97.1 | | | RALEY’S | | | 2017 | | | | 2032 | | | 24 HOUR FITNESS | | | 2008 | | | | 2013 | | | AARON RENTS | | | 2013 | | | | 2023 | |
| VALLEJO (7) | | | 2006 | | | FEE | | | 6.8 | | | | 66,000 | | | | 100.0 | | | SAFEWAY | | | 2015 | | | | 2045 | | | | | | | | | | | | | | | | | | | | | |
| VISALIA (7) | | | 2006 | | | FEE | | | 3.1 | | | | 46,460 | | | | 96.2 | | | CHUCK E. CHEESE | | | 2008 | | | | 2013 | | | | | | | | | | | | | | | | | | | | | |
| VISTA (7) | | | 2006 | | | FEE | | | 12.0 | | | | 136,922 | | | | 86.5 | | | ALBERTSONS | | | 2011 | | | | 2016 | | | SAV-ON DRUG | | | 2010 | | | | 2025 | | | | | | | | | | | |
| WALNUT CREEK (7) | | | 2006 | | | FEE | | | 3.2 | | | | 114,733 | | | | 100.0 | | | CENTURY THEATRES | | | 2023 | | | | | | | COST PLUS | | | 2014 | | | | | | | | | | | | | | | |
| WESTMINSTER (7) | | | 2006 | | | FEE | | | 16.4 | | | | 208,660 | | | | 99.1 | | | VONS PAVILIONS | | | 2017 | | | | 2047 | | | EASY LIFE FURNITURE | | | 2007 | | | | | | | | | | | | | | | |
| WINDSOR (7) | | | 2006 | | | GROUND LEASE (2008) | | | 13.1 | | | | 127,237 | | | | 98.6 | | | SAFEWAY | | | 2014 | | | | | | | LONGS DRUGS | | | 2018 | | | | | | | | | | | | | | | |
| WINDSOR (7) | | | 2006 | | | FEE | | | 9.8 | | | | 107,769 | | | | 100.0 | | | RALEY’S | | | 2012 | | | | 2027 | | | 24-HOUR HEALTH CLUB | | | 2007 | | | | 2017 | | | | | | | | | | | |
| YREKA (7) | | | 2006 | | | FEE | | | 14.0 | | | | 127,148 | | | | 98.9 | | | RALEY’S | | | 2014 | | | | 2029 | | | JCPENNEY | | | 2011 | | | | | | | DOLLAR TREE | | | 2008 | | | | | |
| COLORADO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AURORA | | | 1998 | | | FEE | | | 13.9 | | | | 152,282 | | | | 84.6 | | | ALBERTSONS | | | 2011 | | | | 2051 | | | DOLLAR TREE | | | 2011 | | | | 2026 | | | CROWN LIQUORS | | | 2015 | | | | | |
| AURORA | | | 1998 | | | FEE | | | 9.9 | | | | 44,174 | | | | 91.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AURORA (3) | | | 1998 | | | FEE | | | 13.8 | | | | 154,536 | | | | 87.9 | | | ROSS DRESS FOR LESS | | | 2017 | | | | 2037 | | | TJ MAXX | | | 2007 | | | | 2012 | | | SPACE AGE FEDERAL CU | | | 2016 | | | | 2026 | |
| COLORADO SPRINGS | | | 1998 | | | FEE | | | 10.7 | | | | 107,310 | | | | 78.3 | | | RANCHO LIBORIO | | | 2017 | | | | | | | | | | | | | | | | | | | | | | | | | |
| DENVER | | | 1998 | | | FEE | | | 1.5 | | | | 18,405 | | | | 100.0 | | | SAVE-A-LOT | | | 2012 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| ENGLEWOOD | | | 1998 | | | FEE | | | 6.5 | | | | 80,330 | | | | 100.0 | | | HOBBY LOBBY | | | 2013 | | | | 2023 | | | OLD COUNTRY BUFFET | | | 2009 | | | | 2019 | | | | | | | | | | | |
| FORT COLLINS (3) | | | 2000 | | | FEE | | | 11.6 | | | | 115,862 | | | | 100.0 | | | KOHL’S | | | 2020 | | | | 2070 | | | | | | | | | | | | | | | | | | | | | |
| GREELEY (13) | | | 2005 | | | JOINT VENTURE | | | 14.4 | | | | 138,818 | | | | 100.0 | | | BED BATH & BEYOND | | | 2016 | | | | 2036 | | | MICHAELS | | | 2015 | | | | 2035 | | | CIRCUIT CITY | | | 2016 | | | | 2031 | |
| GREENWOOD VILLAGE | | | 2003 | | | JOINT VENTURE | | | 21.0 | | | | 196,726 | | | | 100.0 | | | HOME DEPOT | | | 2019 | | | | 2069 | | | | | | | | | | | | | | | | | | | | | |
| LAKEWOOD | | | 1998 | | | FEE | | | 7.6 | | | | 82,581 | | | | 97.6 | | | SAFEWAY | | | 2007 | | | | 2032 | | | | | | | | | | | | | | | | | | | | | |
| PUEBLO | | | 2006 | | | JOINT VENTURE | | | 3.3 | | | | 30,809 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CONNECTICUT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BRANFORD (8) | | | 2000 | | | JOINT VENTURE | | | 19.1 | | | | 191,352 | | | | 98.3 | | | KOHL’S | | | 2012 | | | | 2022 | | | SUPER FOODMART | | | 2016 | | | | 2038 | | | | | | | | | | | |
| DERBY | | | 2005 | | | JOINT VENTURE | | | 20.7 | | | | 53,346 | | | | 100.0 | | | MARSHALLS | | | 2007 | | | | | | | FASHION BUG | | | 2007 | | | | | | | | | | | | | | | |
| ENFIELD (8) (3) | | | 2000 | | | JOINT VENTURE | | | 14.9 | | | | 148,517 | | | | 100.0 | | | KOHL’S | | | 2021 | | | | 2041 | | | BEST BUY | | | 2016 | | | | 2031 | | | | | | | | | | | |
| FARMINGTON | | | 1998 | | | FEE | | | 16.9 | | | | 184,572 | | | | 100.0 | | | SPORTS AUTHORITY | | | 2018 | | | | 2063 | | | LINENS N THINGS | | | 2016 | | | | 2036 | | | BORDERS BOOKS | | | 2018 | | | | 2063 | |
| HAMDEN | | | 1967 | | | JOINT VENTURE | | | 31.7 | | | | 341,996 | | | | 100.0 | | | WAL-MART | | | 2019 | | | | 2039 | | | BON-TON | | | 2012 | | | | | | | BOB’S STORES | | | 2016 | | | | 2036 | |
| NORTH HAVEN | | | 1998 | | | FEE | | | 31.7 | | | | 331,919 | | | | 99.4 | | | HOME DEPOT | | | 2009 | | | | 2029 | | | BJ’S | | | 2011 | | | | 2041 | | | XPECT DISCOUNT | | | 2008 | | | | 2013 | |
| WATERBURY | | | 1993 | | | FEE | | | 13.1 | | | | 137,943 | | | | 100.0 | | | RAYMOUR & FLANIGAN FURNITURE | | | 2017 | | | | 2037 | | | STOP & SHOP | | | 2013 | | | | 2043 | | | | | | | | | | | |
| DELAWARE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DOVER | | | 2003 | | | FEE | | | 0.4 | | | | 4,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ELSMERE | | | 1979 | | | GROUND LEASE (2076) | | | 17.1 | | | | 114,530 | | | | 100.0 | | | VALUE CITY | | | 2008 | | | | 2038 | | | | | | | | | | | | | | | | | | | | | |
| MILFORD (9) | | | 2004 | | | JOINT VENTURE | | | 7.8 | | | | 61,100 | | | | 87.1 | | | FOOD LION | | | 2014 | | | | 2034 | | | | | | | | | | | | | | | | | | | | | |
| WILMINGTON (11) | | | 2004 | | | GROUND LEASE (2052)/ JOINT VENTURE | | | 25.9 | | | | 165,805 | | | | 100.0 | | | SHOPRITE | | | 2014 | | | | 2044 | | | SPORTS AUTHORITY | | | 2008 | | | | 2023 | | | RAYMOUR & FLANIGAN FURNITURE | | | 2019 | | | | 2044 | |
| FLORIDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALTAMONTE SPRINGS | | | 1998 | | | JOINT VENTURE | | | 19.4 | | | | 233,817 | | | | 99.0 | | | BAER’S FURNITURE | | | 2024 | | | | 2034 | | | LEATHER GALLERIES | | | 2009 | | | | 2014 | | | DSW SHOE WAREHOUSE | | | 2012 | | | | 2032 | |
| ALTAMONTE SPRINGS | | | 1995 | | | FEE | | | 5.6 | | | | 94,193 | | | | 100.0 | | | ORIENTAL MARKET | | | 2012 | | | | 2022 | | | THOMASVILLE HOME | | | 2011 | | | | 2021 | | | PEARL ARTS N CRAFTS | | | 2008 | | | | 2018 | |
| BOCA RATON | | | 1967 | | | FEE | | | 9.9 | | | | 73,549 | | | | 97.5 | | | WINN DIXIE | | | 2008 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| BONITA SPRINGS (14) | | | 2006 | | | JOINT VENTURE | | | 8.0 | | | | 79,676 | | | | 97.8 | | | PUBLIX | | | 2022 | | | | 2052 | | | | | | | | | | | | | | | | | | | | | |
| BOYNTON BEACH (8) | | | 1999 | | | JOINT VENTURE | | | 18.0 | | | | 196,717 | | | | 100.0 | | | BEALLS | | | 2011 | | | | 2056 | | | ALBERTSONS | | | 2015 | | | | 2040 | | | | | | | | | | | |
| BRADENTON | | | 1998 | | | FEE | | | 19.6 | | | | 162,997 | | | | 96.4 | | | PUBLIX | | | 2012 | | | | 2032 | | | TJ MAXX | | | 2009 | | | | 2019 | | | JO-ANN FABRICS | | | 2009 | | | | 2024 | |
| BRADENTON | | | 1968 | | | JOINT VENTURE | | | 6.2 | | | | 30,938 | | | | 89.3 | | | GRAND CHINA BUFFET | | | 2009 | | | | 2014 | | | | | | | | | | | | | | | | | | | | | |
| BRANDON (8) | | | 2001 | | | JOINT VENTURE | | | 29.7 | | | | 143,785 | | | | 100.0 | | | BED BATH & BEYOND | | | 2010 | | | | 2020 | | | ROSS DRESS FOR LESS | | | 2010 | | | | 2025 | | | THOMASVILLE HOME | | | 2010 | | | | 2020 | |
| CAPE CORAL (14) | | | 2006 | | | JOINT VENTURE | | | 12.7 | | | | 127,016 | | | | 98.5 | | | PUBLIX | | | 2022 | | | | 2052 | | | ROSS DRESS FOR LESS | | | 2013 | | | | 2033 | | | STAPLES | | | 2008 | | | | 2033 | |
| CAPE CORAL (14) | | | 2006 | | | JOINT VENTURE | | | 4.2 | | | | 42,030 | | | | 84.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CLEARWATER | | | 2005 | | | FEE | | | 20.7 | | | | 207,071 | | | | 99.1 | | | HOME DEPOT | | | 2023 | | | | 2068 | | | JO-ANN FABRICS | | | 2014 | | | | 2034 | | | STAPLES | | | 2014 | | | | 2034 | |
| CLEARWATER | | | 1997 | | | JOINT VENTURE | | | 12.1 | | | | 75,552 | | | | 100.0 | | | FREEDOM FORD | | | 2007 | | | | 2017 | | | | | | | | | | | | | | | | | | | | | |
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| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| CORAL SPRINGS | | | 1997 | | | FEE | | | 9.8 | | | | 86,342 | | | | 100.0 | | | TJ MAXX | | | 2012 | | | | 2017 | | | RAG SHOP | | | 2011 | | | | 2026 | | | PARTY SUPERMARKET | | | 2011 | | | | 2016 | |
| CORAL SPRINGS | | | 1994 | | | FEE | | | 5.9 | | | | 55,597 | | | | 100.0 | | | LINENS N THINGS | | | 2012 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| CORAL WAY | | | 1992 | | | JOINT VENTURE | | | 8.7 | | | | 87,305 | | | | 100.0 | | | WINN DIXIE | | | 2011 | | | | 2036 | | | STAPLES | | | 2016 | | | | 2031 | | | | | | | | | | | |
| CUTLER RIDGE | | | 1998 | | | JOINT VENTURE | | | 3.8 | | | | 37,640 | | | | 100.0 | | | POTAMKIN CHEVROLET | | | 2015 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| DELRAY BEACH (14) | | | 2006 | | | JOINT VENTURE | | | 5.1 | | | | 50,906 | | | | 100.0 | | | PUBLIX | | | 2025 | | | | 2055 | | | | | | | | | | | | | | | | | | | | | |
| EAST ORLANDO | | | 1971 | | | GROUND LEASE (2068) | | | 11.6 | | | | 131,981 | | | | 100.0 | | | SPORTS AUTHORITY | | | 2010 | | | | 2020 | | | OFFICE DEPOT | | | 2010 | | | | 2025 | | | C-TOWN | | | 2013 | | | | 2028 | |
| FORT LAUDERDALE (12) | | | 2004 | | | FEE | | | 22.9 | | | | 229,034 | | | | 98.6 | | | REGAL CINEMAS | | | 2017 | | | | 2057 | | | OFFICE DEPOT | | | 2011 | | | | 2026 | | | SPORTIVE | | | 2007 | | | | | |
| FORT MEYERS (14) | | | 2006 | | | JOINT VENTURE | | | 7.4 | | | | 74,286 | | | | 92.6 | | | PUBLIX | | | 2023 | | | | 2053 | | | | | | | | | | | | | | | | | | | | | |
| HIALEAH | | | 1998 | | | JOINT VENTURE | | | 2.4 | | | | 23,625 | | | | 100.0 | | | POTAMKIN CHEVROLET | | | 2015 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| HOLLYWOOD | | | 2002 | | | JOINT VENTURE | | | 5.0 | | | | 50,000 | | | | 100.0 | | | HOME GOODS | | | 2010 | | | | 2025 | | | MICHAELS | | | 2010 | | | | 2030 | | | | | | | | | | | |
| HOLLYWOOD (12) | | | 2004 | | | FEE | | | 98.9 | | | | 871,723 | | | | 99.8 | | | HOME DEPOT | | | 2019 | | | | 2069 | | | KMART | | | 2019 | | | | 2069 | | | BJ’S | | | 2019 | | | | 2069 | |
| HOLLYWOOD (12) | | | 2004 | | | FEE | | | 10.5 | | | | 137,196 | | | | 87.8 | | | MANTECH ADVANCED SYSTEMS | | | 2008 | | | | 2013 | | | TRADER PUBLISHING COMPANY | | | 2007 | | | | | | | KOS PHARMACEUTICALS, INC. | | | 2007 | | | | | |
| HOMESTEAD | | | 1972 | | | GROUND LEASE (2093) JOINT VENTURE | | | 21.0 | | | | 209,214 | | | | 100.0 | | | PUBLIX | | | 2014 | | | | 2034 | | | MARSHALLS | | | 2011 | | | | 2026 | | | OFFICEMAX | | | 2013 | | | | 2028 | |
| JACKSONVILLE | | | 1999 | | | FEE | | | 18.6 | | | | 205,696 | | | | 97.8 | | | BURLINGTON COAT FACTORY | | | 2008 | | | | 2018 | | | OFFICEMAX | | | 2012 | | | | 2032 | | | TJ MAXX | | | 2007 | | | | 2017 | |
| JACKSONVILLE | | | 2002 | | | JOINT VENTURE | | | 5.1 | | | | 51,002 | | | | 100.0 | | | MICHAELS | | | 2013 | | | | 2033 | | | HOME GOODS | | | 2010 | | | | 2020 | | | | | | | | | | | |
| JACKSONVILLE (14) | | | 2006 | | | JOINT VENTURE | | | 7.3 | | | | 72,840 | | | | 100.0 | | | PUBLIX | | | 2053 | | | | | | | | | | | | | | | | | | | | | | | | | |
| JACKSONVILLE (4) | | | 2005 | | | JOINT VENTURE | | | 27.9 | | | | 74,000 | | | | 100.0 | | | MICHAELS | | | 2015 | | | | 2035 | | | OFFICEMAX | | | 2018 | | | | 2033 | | | | | | | | | | | |
| JACKSONVILLE (4) | | | 2005 | | | JOINT VENTURE | | | 149.0 | | | | 45,000 | | | | 100.0 | | | HAVERTY’S | | | 2013 | | | | 2023 | | | | | | | | | | | | | | | | | | | | | |
| JENSEN BEACH | | | 1994 | | | FEE | | | 20.7 | | | | 173,491 | | | | 95.5 | | | SERVICE MERCHANDISE | | | 2010 | | | | 2070 | | | MARSHALLS | | | 2010 | | | | 2020 | | | BEALLS | | | 2008 | | | | 2013 | |
| JENSEN BEACH (9) | | | 2006 | | | JOINT VENTURE | | | 19.8 | | | | 197,731 | | | | 79.3 | | | HOME DEPOT | | | 2025 | | | | 2030 | | | | | | | | | | | | | | | | | | | | | |
| KEY LARGO (8) | | | 2000 | | | JOINT VENTURE | | | 21.5 | | | | 207,332 | | | | 97.5 | | | KMART | | | 2014 | | | | 2064 | | | PUBLIX | | | 2009 | | | | 2029 | | | BEALLS OUTLET | | | 2008 | | | | 2011 | |
| KISSIMMEE | | | 1996 | | | FEE | | | 18.4 | | | | 90,840 | | | | 82.1 | | | OFFICEMAX | | | 2012 | | | | 2027 | | | DOCKSIDE IMPORT | | | 2008 | | | | | | | | | | | | | | | |
| LAKELAND | | | 2001 | | | FEE | | | 22.9 | | | | 229,383 | | | | 96.3 | | | STEIN MART | | | 2011 | | | | 2026 | | | AMC THEATRES | | | 2007 | | | | 2017 | | | ROSS DRESS FOR LESS | | | 2012 | | | | | |
| LAKELAND | | | 2006 | | | FEE | | | 5.8 | | | | 85,782 | | | | 100.0 | | | SPORTS AUTHORITY | | | 2011 | | | | 2026 | | | CHUCK E CHEESE | | | 2013 | | | | 2023 | | | LAKELAND SQUARE 10 THEATRE | | | 2010 | | | | 2020 | |
| LARGO | | | 1992 | | | FEE | | | 29.4 | | | | 215,916 | | | | 99.5 | | | PUBLIX | | | 2009 | | | | 2029 | | | AMC THEATRES | | | 2011 | | | | 2036 | | | OFFICE DEPOT | | | 2009 | | | | 2019 | |
| LARGO | | | 1968 | | | FEE | | | 12.0 | | | | 149,472 | | | | 86.1 | | | WAL-MART | | | 2012 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| LARGO | | | 1993 | | | FEE | | | 6.6 | | | | 56,668 | | | | 54.9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LAUDERDALE LAKES | | | 1968 | | | JOINT VENTURE | | | 10.0 | | | | 115,341 | | | | 96.9 | | | SAVE-A-LOT | | | 2007 | | | | 2017 | | | THINK THRIFT | | | 2007 | | | | 2017 | | | | | | | | | | | |
| LAUDERHILL | | | 1978 | | | FEE | | | 17.8 | | | | 181,416 | | | | 97.9 | | | STAPLES | | | 2017 | | | | 2037 | | | WORLD JEWELRY CENTER II | | | 2014 | | | | 2024 | | | BABIES R US | | | 2009 | | | | 2014 | |
| LEESBURG | | | 1969 | | | GROUND LEASE (2017) | | | 1.3 | | | | 13,468 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MARGATE | | | 1993 | | | FEE | | | 34.1 | | | | 253,729 | | | | 95.1 | | | PUBLIX | | | 2008 | | | | 2028 | | | OFFICE DEPOT | | | 2010 | | | | 2020 | | | SAM ASH MUSIC | | | 2011 | | | | | |
| MELBOURNE | | | 1968 | | | GROUND LEASE (2022) | | | 11.5 | | | | 168,737 | | | | 95.0 | | | SUBMITTORDER CO | | | 2010 | | | | 2022 | | | WALGREENS | | | 2045 | | | | | | | GOODWILL INDUSTRIES | | | 2012 | | | | | |
| MELBOURNE | | | 1998 | | | FEE | | | 13.2 | | | | 144,439 | | | | 100.0 | | | JO-ANN FABRICS | | | 2016 | | | | 2031 | | | BED BATH & BEYOND | | | 2013 | | | | 2028 | | | MARSHALLS | | | 2010 | | | | | |
| MERRITT ISLAND (14) | | | 2006 | | | JOINT VENTURE | | | 6.0 | | | | 60,103 | | | | 100.0 | | | PUBLIX | | | 2023 | | | | 2053 | | | | | | | | | | | | | | | | | | | | | |
| MIAMI | | | 1968 | | | FEE | | | 8.2 | | | | 104,908 | | | | 100.0 | | | HOME DEPOT | | | 2029 | | | | 2059 | | | MILAM’S MARKET | | | 2008 | | | | | | | WALGREENS | | | 2009 | | | | | |
| MIAMI | | | 1998 | | | JOINT VENTURE | | | 8.7 | | | | 86,900 | | | | 100.0 | | | POTAMKIN CHEVROLET | | | 2015 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| MIAMI | | | 1986 | | | FEE | | | 7.8 | | | | 83,380 | | | | 100.0 | | | PUBLIX | | | 2009 | | | | 2029 | | | WALGREENS | | | 2018 | | | | | | | | | | | | | | | |
| MIAMI | | | 1962 | | | JOINT VENTURE | | | 14.0 | | | | 79,273 | | | | 100.0 | | | BABIES R US | | | 2011 | | | | 2021 | | | FIRESTONE TIRE | | | 2008 | | | | | | | | | | | | | | | |
| MIAMI | | | 1995 | | | FEE | | | 5.4 | | | | 63,604 | | | | 100.0 | | | PETCO | | | 2016 | | | | 2021 | | | PARTY CITY | | | 2007 | | | | 2017 | | | | | | | | | | | |
| MIAMI | | | 1998 | | | JOINT VENTURE | | | 2.9 | | | | 29,166 | | | | 100.0 | | | LEHMAN TOYOTA | | | 2015 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| MIAMI | | | 1998 | | | JOINT VENTURE | | | 1.7 | | | | 17,117 | | | | 100.0 | | | LEHMAN TOYOTA | | | 2015 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| MIAMI (12) | | | 2004 | | | FEE | | | 31.2 | | | | 402,801 | | | | 100.0 | | | KMART | | | 2012 | | | | 2042 | | | EL DORADO FURNITURE | | | 2017 | | | | 2032 | | | SYMS | | | 2011 | | | | 2041 | |
| MIAMI (14) | | | 2006 | | | JOINT VENTURE | | | 6.4 | | | | 63,595 | | | | 100.0 | | | PUBLIX | | | 2023 | | | | 2053 | | | | | | | | | | | | | | | | | | | | | |
| MIDDLEBURG (4) | | | 2005 | | | JOINT VENTURE | | | 37.1 | | | | 14,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MIRAMAR (4) | | | 2005 | | | JOINT VENTURE | | | 36.7 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MOUNT DORA | | | 1997 | | | FEE | | | 12.4 | | | | 120,430 | | | | 100.0 | | | KMART | | | 2013 | | | | 2063 | | | | | | | | | | | | | | | | | | | | | |
| NORTH LAUDERDALE (13) (6) | | | 2006 | | | JOINT VENTURE | | | 28.9 | | | | 250,209 | | | | 100.0 | | | HOME DEPOT | | | 2019 | | | | 2049 | | | CHANCELLOR ACADEMY | | | 2011 | | | | 2016 | | | PUBLIX | | | 2011 | | | | 2031 | |
| NORTH MIAMI BEACH | | | 1985 | | | FEE | | | 15.9 | | | | 108,795 | | | | 100.0 | | | PUBLIX | | | 2019 | | | | 2039 | | | WALGREENS | | | 2058 | | | | | | | | | | | | | | | |
| OCALA (3) | | | 1997 | | | FEE | | | 27.2 | | | | 260,435 | | | | 92.6 | | | KMART | | | 2011 | | | | 2021 | | | BEST BUY | | | 2019 | | | | 2034 | | | SERVICE MERCHANDISE | | | 2012 | | | | 2032 | |
| ORANGE PARK | | | 2003 | | | JOINT VENTURE | | | 5.0 | | | | 50,299 | | | | 100.0 | | | BED BATH & BEYOND | | | 2015 | | | | 2025 | | | MICHAELS | | | 2010 | | | | 2030 | | | | | | | | | | | |
| ORLANDO | | | 1994 | | | FEE | | | 28.0 | | | | 236,486 | | | | 99.0 | | | OLD TIME POTTERY | | | 2010 | | | | 2020 | | | SPORTS AUTHORITY | | | 2011 | | | | 2031 | | | USA BABY | | | 2013 | | | | 2018 | |
| ORLANDO | | | 1996 | | | FEE | | | 11.7 | | | | 132,856 | | | | 100.0 | | | ROSS DRESS FOR LESS | | | 2008 | | | | 2028 | | | BIG LOTS | | | 2009 | | | | 2014 | | | WORLD GYM | | | 2016 | | | | | |
| ORLANDO | | | 1968 | | | FEE | | | 12.0 | | | | 131,646 | | | | 100.0 | | | BED BATH & BEYOND | | | 2007 | | | | 2022 | | | BOOKS-A-MILLION | | | 2007 | | | | 2016 | | | OFFICEMAX | | | 2008 | | | | 2023 | |
| ORLANDO | | | 1968 | | | JOINT VENTURE | | | 10.0 | | | | 114,434 | | | | 100.0 | | | BALLY TOTAL FITNESS | | | 2008 | | | | 2018 | | | HSN | | | 2009 | | | | | | | BEDDING & FURNITURE | | | 2009 | | | | | |
| ORLANDO (12) | | | 2004 | | | FEE | | | 14.0 | | | | 154,356 | | | | 89.3 | | | MARSHALLS | | | 2013 | | | | 2028 | | | OFF BROADWAY SHOES | | | 2013 | | | | 2023 | | | GOLFSMITH GOLF CENTER | | | 2014 | | | | 2024 | |
| ORLANDO (3) | | | 1968 | | | GROUND LEASE (2011) | | | 7.8 | | | | 84,834 | | | | 100.0 | | | OFFICE FURNITURE | | | 2008 | | | | | | | | | | | | | | | | | | | | | | | | | |
| ORLANDO (8) | | | 2000 | | | JOINT VENTURE | | | 18.0 | | | | 179,065 | | | | 100.0 | | | KMART | | | 2014 | | | | 2064 | | | PUBLIX | | | 2012 | | | | 2037 | | | | | | | | | | | |
| OVIEDO (14) | | | 2006 | | | JOINT VENTURE | | | 7.8 | | | | 78,179 | | | | 96.5 | | | PUBLIX | | | 2020 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| PLANTATION | | | 1974 | | | JOINT VENTURE | | | 4.6 | | | | 57,774 | | | | 100.0 | | | BREAD OF LIFE | | | 2009 | | | | 2019 | | | WHOLE FOODS | | | 2009 | | | | 2019 | | | | | | | | | | | |
| POMPANO BEACH | | | 1968 | | | JOINT VENTURE | | | 6.6 | | | | 66,838 | | | | 93.1 | | | SAVE-A-LOT | | | 2015 | | | | 2030 | | | | | | | | | | | | | | | | | | | | | |
| POMPANO BEACH (13) | | | 2004 | | | JOINT VENTURE | | | 18.6 | | | | 140,312 | | | | 92.5 | | | WINN DIXIE | | | 2018 | | | | 2043 | | | CVS | | | 2020 | | | | 2040 | | | | | | | | | | | |
| PORT RICHEY (8) (3) | | | 1998 | | | JOINT VENTURE | | | 14.3 | | | | 103,294 | | | | 62.0 | | | CIRCUIT CITY | | | 2011 | | | | 2031 | | | STAPLES | | | 2011 | | | | 2026 | | | | | | | | | | | |
| RIVIERA BEACH | | | 1968 | | | JOINT VENTURE | | | 5.1 | | | | 46,390 | | | | 95.5 | | | FURNITURE KINGDOM | | | 2009 | | | | 2014 | | | GOODWILL INDUSTRIES | | | 2008 | | | | | | | | | | | | | | | |
| SANFORD | | | 1989 | | | FEE | | | 40.9 | | | | 159,969 | | | | 100.0 | | | ROSS DRESS FOR LESS | | | 2012 | | | | 2032 | | | OFFICE DEPOT | | | 2009 | | | | 2019 | | | ANNA’S LINENS | | | 2007 | | | | | |
| SARASOTA | | | 1989 | | | FEE | | | 12.0 | | | | 129,700 | | | | 100.0 | | | SWEETBAY | | | 2020 | | | | 2040 | | | ACE HARDWARE | | | 2008 | | | | 2023 | | | ANTHONY’S LADIES WEAR | | | 2012 | | | | 2017 | |
| SARASOTA | | | 1970 | | | FEE | | | 10.0 | | | | 102,455 | | | | 98.4 | | | TJ MAXX | | | 2012 | | | | 2017 | | | OFFICEMAX | | | 2009 | | | | 2024 | | | DOLLAR TREE | | | 2012 | | | | 2032 | |
| SARASOTA (14) | | | 2006 | | | JOINT VENTURE | | | 6.5 | | | | 65,320 | | | | 93.9 | | | PUBLIX | | | 2063 | | | | | | | | | | | | | | | | | | | | | | | | | |
| ST. AUGUSTINE | | | 2005 | | | JOINT VENTURE | | | 1.5 | | | | 62,942 | | | | 100.0 | | | ROWE’S SUPERMARKET | | | 2025 | | | | 2045 | | | | | | | | | | | | | | | | | | | | | |
| ST. PETERSBURG | | | 1968 | | | GROUND LEASE (2093)/ JOINT VENTURE | | | 9.0 | | | | 118,979 | | | | 86.6 | | | KASH N’ KARRY | | | 2017 | | | | 2037 | | | TJ MAXX | | | 2012 | | | | 2014 | | | DOLLAR TREE | | | 2012 | | | | 2022 | |
| TALLAHASSEE | | | 1998 | | | FEE | | | 12.8 | | | | 105,655 | | | | 80.9 | | | STEIN MART | | | 2008 | | | | | | | SHOE STATION | | | 2007 | | | | 2012 | | | | | | | | | | | |
| TAMPA | | | 1997/ 2004 | | | FEE | | | 23.9 | | | | 205,634 | | | | 100.0 | | | STAPLES | | | 2008 | | | | 2018 | | | ROSS DRESS FOR LESS | | | 2012 | | | | 2022 | | | US POST OFFICE | | | 2011 | | | | 2021 | |
| TAMPA (3) | | | 2004 | | | FEE | | | 22.4 | | | | 181,253 | | | | 100.0 | | | LOWE’S HOME CENTER | | | 2026 | | | | 2066 | | | | | | | | | | | | | | | | | | | | | |
| TAMPA (8) | | | 2001 | | | JOINT VENTURE | | | 73.0 | | | | 340,506 | | | | 96.3 | | | BEST BUY | | | 2016 | | | | 2031 | | | JO-ANN FABRICS | | | 2016 | | | | 2031 | | | BED BATH & BEYOND | | | 2015 | | | | 2030 | |
| WEST PALM BEACH | | | 1967 | | | JOINT VENTURE | | | 7.6 | | | | 81,073 | | | | 100.0 | | | WINN DIXIE | | | 2010 | | | | 2030 | | | | | | | | | | | | | | | | | | | | | |
| WEST PALM BEACH | | | 1995 | | | FEE | | | 7.9 | | | | 80,845 | | | | 88.9 | | | BABIES R US | | | 2011 | | | | 2021 | | | | | | | | | | | | | | | | | | | | | |
| WEST PALM BEACH (12) | | | 2004 | | | FEE | | | 33.0 | | | | 357,537 | | | | 95.8 | | | KMART | | | 2018 | | | | 2068 | | | WINN DIXIE | | | 2019 | | | | 2049 | | | LINENS N THINGS | | | 2010 | | | | 2025 | |
| WINTER HAVEN | | | 1973 | | | JOINT VENTURE | | | 13.9 | | | | 95,188 | | | | 98.7 | | | BIG LOTS | | | 2010 | | | | 2020 | | | JO-ANN FABRICS | | | 2011 | | | | 2016 | | | BUDDY’S HOME FURNISHINGS | | | 2015 | | | | 2025 | |
| YULEE (4) | | | 2003 | | | JOINT VENTURE | | | 84.1 | | | | 34,000 | | | | 100.0 | | | PETCO | | | 2017 | | | | 2022 | | | | | | | | | | | | | | | | | | | | | |
| GEORGIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AUGUSTA | | | 1995 | | | FEE | | | 11.3 | | | | 112,537 | | | | 89.3 | | | TJ MAXX | | | 2010 | | | | 2015 | | | ROSS DRESS FOR LESS | | | 2013 | | | | 2033 | | | RUGGED WEARHOUSE | | | 2008 | | | | 2018 | |
| AUGUSTA (8) | | | 2001 | | | JOINT VENTURE | | | 52.6 | | | | 530,915 | | | | 100.0 | | | ASHLEY FURNITURE HOME STORE | | | 2009 | | | | 2019 | | | SPORTS AUTHORITY | | | 2012 | | | | 2027 | | | BED BATH & BEYOND | | | 2013 | | | | 2028 | |
| DULUTH (14) | | | 2006 | | | JOINT VENTURE | | | 7.8 | | | | 78,025 | | | | 90.9 | | | WHOLE FOODS MARKET GROUP | | | 2027 | | | | 2057 | | | | | | | | | | | | | | | | | | | | | |
| SAVANNAH | | | 1993 | | | FEE | | | 22.2 | | | | 187,076 | | | | 95.2 | | | BED BATH & BEYOND | | | 2013 | | | | 2028 | | | TJ MAXX | | | 2010 | | | | 2015 | | | MARSHALLS | | | 2007 | | | | 2022 | |
| SAVANNAH (3) | | | 1995 | | | GROUND LEASE (2045) | | | 9.5 | | | | 39,725 | | | | 74.5 | | | STAPLES | | | 2015 | | | | 2030 | | | | | | | | | | | | | | | | | | | | | |
| SNELLVILLE (8) | | | 2001 | | | JOINT VENTURE | | | 35.6 | | | | 311,033 | | | | 97.1 | | | KOHL’S | | | 2022 | | | | 2062 | | | BELK | | | 2015 | | | | 2035 | | | LINENS N THINGS | | | 2015 | | | | 2030 | |
| VALDOSTA | | | 2004 | | | JOINT VENTURE | | | 17.5 | | | | 175,396 | | | | 100.0 | | | LOWE’S HOME CENTER | | | 2019 | | | | 2069 | | | | | | | | | | | | | | | | | | | | | |
| HAWAII | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KIHEI | | | 2006 | | | FEE | | | 4.6 | | | | 17,897 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| IDAHO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NAMPA (4) | | | 2005 | | | JOINT VENTURE | | | 45.4 | | | | 177,000 | | | | 100.0 | | | BED BATH & BEYOND | | | 2017 | | | | 2037 | | | OLD NAVY | | | 2011 | | | | 2022 | | | | | | | | | | | |
| NAMPA (4) | | | 2005 | | | JOINT VENTURE | | | 75.3 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ILLINOIS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALTON | | | 1986 | | | FEE | | | 21.2 | | | | 131,188 | | | | 100.0 | | | VALUE CITY | | | 2008 | | | | 2023 | | | | | | | | | | | | | | | | | | | | | |
| ARLINGTON HEIGHTS | | | 1998 | | | FEE | | | 7.0 | | | | 80,040 | | | | 100.0 | | | DIRECTUS FURNITURE | | | 2010 | | | | 2015 | | | | | | | | | | | | | | | | | | | | | |
| AURORA | | | 1998 | | | FEE | | | 17.9 | | | | 91,182 | | | | 100.0 | | | CERMAK PRODUCE AURORA | | | 2021 | | | | 2041 | | | | | | | | | | | | | | | | | | | | | |
| AURORA (14) | | | 2005 | | | JOINT VENTURE | | | 34.7 | | | | 361,984 | | | | 70.8 | | | BEST BUY | | | 2011 | | | | 2026 | | | VALUE CITY FURNITURE | | | 2009 | | | | 2019 | | | GOLFSMITH | | | 2016 | | | | 2031 | |
| BATAVIA (8) | | | 2002 | | | JOINT VENTURE | | | 31.7 | | | | 272,410 | | | | 100.0 | | | KOHL’S | | | 2019 | | | | 2049 | | | HOBBY LOBBY | | | 2009 | | | | 2019 | | | LINENS N THINGS | | | 2014 | | | | 2029 | |
| BELLEVILLE | | | 1987 | | | GROUND LEASE (2057) | | | 20.3 | | | | 81,490 | | | | 100.0 | | | KMART | | | 2024 | | | | 2054 | | | | | | | | | | | | | | | | | | | | | |
| BLOOMINGTON | | | 1972 | | | FEE | | | 16.1 | | | | 188,250 | | | | 100.0 | | | SCHNUCK MARKETS | | | 2014 | | | | 2029 | | | TOYS “R” US | | | 2015 | | | | 2045 | | | BARNES & NOBLE | | | 2010 | | | | 2015 | |
31
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| BLOOMINGTON | | | 2003 | | | JOINT VENTURE | | | 11.0 | | | | 73,951 | | | | 100.0 | | | JEWEL-OSCO | | | 2014 | | | | 2039 | | | | | | | | | | | | | | | | | | | | | |
| BRADLEY | | | 1996 | | | FEE | | | 5.4 | | | | 80,535 | | | | 100.0 | | | CARSON PIRIE SCOTT | | | 2014 | | | | 2034 | | | | | | | | | | | | | | | | | | | | | |
| CALUMET CITY | | | 1997 | | | FEE | | | 17.0 | | | | 159,647 | | | | 99.0 | | | MARSHALLS | | | 2014 | | | | 2029 | | | BEST BUY | | | 2012 | | | | 2032 | | | BED BATH & BEYOND | | | 2014 | | | | 2024 | |
| CARBONDALE | | | 1997 | | | GROUND LEASE (2052) | | | 8.1 | | | | 80,535 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHAMPAIGN | | | 1999 | | | FEE | | | 9.0 | | | | 112,000 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHAMPAIGN (8) | | | 2001 | | | JOINT VENTURE | | | 9.3 | | | | 111,720 | | | | 100.0 | | | BEST BUY | | | 2016 | | | | 2031 | | | DICK’S SPORTING GOODS | | | 2016 | | | | 2031 | | | MICHAELS | | | 2010 | | | | 2025 | |
| CHICAGO | | | 1997 | | | GROUND LEASE (2040) | | | 17.5 | | | | 102,011 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2020 | | | | 2035 | | | RAINBOW SHOPS | | | 2011 | | | | 2021 | | | BEAUTY ONE | | | 2010 | | | | 2015 | |
| CHICAGO | | | 1997 | | | FEE | | | 6.0 | | | | 86,894 | | | | 100.0 | | | KMART | | | 2024 | | | | 2054 | | | | | | | | | | | | | | | | | | | | | |
| COUNTRYSIDE | | | 1997 | | | GROUND LEASE (2053) | �� | | 27.7 | | | | 117,005 | | | | 100.0 | | | HOME DEPOT | | | 2023 | | | | 2053 | | | | | | | | | | | | | | | | | | | | | |
| CRESTWOOD | | | 1997 | | | GROUND LEASE (2051) | | | 36.8 | | | | 79,903 | | | | 100.0 | | | SEARS | | | 2024 | | | | 2051 | | | | | | | | | | | | | | | | | | | | | |
| CRYSTAL LAKE | | | 1998 | | | FEE | | | 6.1 | | | | 80,390 | | | | 100.0 | | | HOBBY LOBBY | | | 2009 | | | | 2019 | | | DINOREX | | | 2012 | | | | 2022 | | | | | | | | | | | |
| DOWNERS GROVE | | | 1998 | | | GROUND LEASE (2041) | | | 7.2 | | | | 192,639 | | | | 51.9 | | | HOME DEPOT EXPO | | | 2022 | | | | 2062 | | | | | | | | | | | | | | | | | | | | | |
| DOWNERS GROVE | | | 1999 | | | FEE | | | 24.8 | | | | 144,770 | | | | 98.2 | | | DOMINICK’S | | | 2009 | | | | 2019 | | | DOLLAR TREE | | | 2008 | | | | 2023 | | | WALGREENS | | | 2022 | | | | | |
| DOWNERS GROVE | | | 1997 | | | FEE | | | 12.0 | | | | 141,906 | | | | 100.0 | | | TJ MAXX | | | 2009 | | | | 2024 | | | BEST BUY | | | 2015 | | | | 2030 | | | BEST BUY | | | 2012 | | | | 2032 | |
| ELGIN | | | 1972 | | | FEE | | | 18.7 | | | | 186,432 | | | | 99.2 | | | ELGIN MALL | | | 2013 | | | | 2023 | | | ELGIN FARMERS PRODUCTS | | | 2010 | | | | 2030 | | | AARON SALES & LEASE | | | 2012 | | | | 2022 | |
| FAIRVIEW HEIGHTS | | | 1986 | | | GROUND LEASE (2050) | | | 19.1 | | | | 192,073 | | | | 100.0 | | | KMART | | | 2024 | | | | 2050 | | | OFFICEMAX | | | 2015 | | | | 2025 | | | WALGREENS | | | 2010 | | | | 2029 | |
| FOREST PARK | | | 1997 | | | GROUND LEASE (2021) | | | 9.3 | | | | 98,371 | | | | 100.0 | | | KMART | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
| GENEVA | | | 1996 | | | FEE | | | 8.2 | | | | 110,188 | | | | 100.0 | | | GANDER MOUNTAIN | | | 2013 | | | | 2028 | | | | | | | | | | | | | | | | | | | | | |
| KILDEER (14) | | | 2006 | | | JOINT VENTURE | | | 23.3 | | | | 167,477 | | | | 100.0 | | | BED BATH & BEYOND | | | 2012 | | | | 2032 | | | CIRCUIT CITY | | | 2017 | | | | 2042 | | | OLD NAVY | | | 2011 | | | | 2016 | |
| MATTESON | | | 1997 | | | FEE | | | 17.0 | | | | 157,885 | | | | 100.0 | | | SPORTMART | | | 2014 | | | | 2029 | | | MARSHALLS | | | 2010 | | | | 2025 | | | LINENS N THINGS | | | 2014 | | | | 2029 | |
| MOUNT PROSPECT | | | 1997 | | | FEE | | | 16.8 | | | | 192,547 | | | | 100.0 | | | KOHL’S | | | 2024 | | | | 2054 | | | HOBBY LOBBY | | | 2016 | | | | 2026 | | | POOL-A-RAMA | | | 2011 | | | | 2018 | |
| MUNDELIEN | | | 1991 | | | FEE | | | 7.6 | | | | 89,692 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2018 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| NAPERVILLE | | | 1997 | | | FEE | | | 9.0 | | | | 102,327 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2013 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| NORRIDGE | | | 1997 | | | GROUND LEASE (2042) | | | 11.7 | | | | 116,914 | | | | 100.0 | | | KMART | | | 2024 | | | | 2042 | | | | | | | | | | | | | | | | | | | | | |
| OAK LAWN | | | 1997 | | | FEE | | | 15.4 | | | | 164,414 | | | | 100.0 | | | KMART | | | 2024 | | | | 2054 | | | CHUCK E CHEESE | | | 2016 | | | | 2026 | | | | | | | | | | | |
| OAKBROOK TERRACE | | | 1983 / 1997 | | | GROUND LEASE (2049) | | | 15.6 | | | | 176,263 | | | | 100.0 | | | HOME DEPOT | | | 2024 | | | | 2044 | | | LINENS N THINGS | | | 2017 | | | | 2032 | | | LOYOLA UNIV. MEDICAL CENTER | | | 2011 | | | | 2016 | |
| ORLAND PARK | | | 1997 | | | FEE | | | 18.8 | | | | 131,546 | | | | 100.0 | | | VALUE CITY | | | 2015 | | | | 2030 | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 1970 | | | FEE | | | 9.0 | | | | 60,000 | | | | 100.0 | | | VALUE CITY | | | 2012 | | | | 2022 | | | | | | | | | | | | | | | | | | | | | |
| PEORIA | | | 1997 | | | GROUND LEASE (2031) | | | 20.5 | | | | 156,067 | | | | 100.0 | | | KMART | | | 2007 | | | | | | | MARSHALLS | | | 2009 | | | | 2024 | | | | | | | | | | | |
| ROCKFORD (9) | | | 2005 | | | JOINT VENTURE | | | 8.9 | | | | 89,047 | | | | 100.0 | | | BEST BUY | | | 2016 | | | | 2031 | | | LINENS N THINGS | | | 2016 | | | | 2031 | | | | | | | | | | | |
| ROLLING MEADOWS | | | 2003 | | | FEE | | | 3.7 | | | | 37,225 | | | | 100.0 | | | FAIR LANES ROLLING MEADOWS | | | 2008 | | | | 2013 | | | | | | | | | | | | | | | | | | | | | |
| SCHAUMBURG | | | 2003 | | | JOINT VENTURE | | | 62.8 | | | | 629,377 | | | | 94.1 | | | GALYAN’S TRADING COMPANY | | | 2013 | | | | 2038 | | | CARSON PIRIE SCOTT | | | 2021 | | | | 2071 | | | LOEWS THEATRES | | | 2019 | | | | 2039 | |
| SCHAUMBURG | | | 1998 | | | JOINT VENTURE | | | 7.3 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SKOKIE | | | 1997 | | | FEE | | | 5.8 | | | | 58,455 | | | | 100.0 | | | MARSHALLS | | | 2010 | | | | 2025 | | | OLD NAVY | | | 2010 | | | | 2015 | | | | | | | | | | | |
| STREAMWOOD | | | 1999 | | | FEE | | | 5.6 | | | | 81,000 | | | | 100.0 | | | VALUE CITY | | | 2015 | | | | 2030 | | | | | | | | | | | | | | | | | | | | | |
| WAUKEGAN | | | 1998 | | | FEE | | | 6.8 | | | | 90,555 | | | | 100.0 | | | PICK N SAVE | | | 2009 | | | | 2029 | | | | | | | | | | | | | | | | | | | | | |
| WOODRIDGE | | | 1998 | | | FEE | | | 13.1 | | | | 161,272 | | | | 96.3 | | | WOODGROVE THEATERS, INC | | | 2012 | | | | 2022 | | | KOHL’S | | | 2010 | | | | 2030 | | | MCSPORTS | | | 2016 | | | | | |
| INDIANA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EVANSVILLE | | | 1986 | | | FEE | | | 14.2 | | | | 192,933 | | | | 79.7 | | | BURLINGTON COAT FACTORY | | | 2007 | | | | 2027 | | | OFFICEMAX | | | 2012 | | | | 2027 | | | FAMOUS FOOTWEAR | | | 2010 | | | | 2025 | |
| GREENWOOD | | | 1970 | | | FEE | | | 25.7 | | | | 168,577 | | | | 98.2 | | | BABY SUPERSTORE | | | 2011 | | | | 2021 | | | TOYS “R” US | | | 2011 | | | | 2056 | | | TJ MAXX | | | 2010 | | | | 2015 | |
| GRIFFITH | | | 1997 | | | GROUND LEASE (2054) | | | 10.6 | | | | 114,684 | | | | 100.0 | | | KMART | | | 2024 | | | | 2054 | | | | | | | | | | | | | | | | | | | | | |
| INDIANAPOLIS | | | 1963 | | | JOINT VENTURE | | | 17.4 | | | | 165,220 | | | | 98.7 | | | KROGER | | | 2026 | | | | 2066 | | | AJ WRIGHT | | | 2012 | | | | 2027 | | | CVS | | | 2021 | | | | 2031 | |
| LAFAYETTE | | | 1997 | | | FEE | | | 24.3 | | | | 238,288 | | | | 83.9 | | | HOME DEPOT | | | 2026 | | | | 2056 | | | JO-ANN FABRICS | | | 2010 | | | | 2020 | | | SMITH OFFICE EQUIPMENT | | | 2008 | | | | | |
| LAFAYETTE | | | 1998 | | | FEE | | | 43.2 | | | | 214,876 | | | | 84.4 | | | | | | | | | | | | | PETSMART | | | 2012 | | | | 2032 | | | STAPLES | | | 2011 | | | | 2026 | |
| LAFAYETTE | | | 1971 | | | FEE | | | 12.4 | | | | 90,500 | | | | 100.0 | | | KROGER | | | 2026 | | | | 2056 | | | | | | | | | | | | | | | | | | | | | |
| MISHAWAKA | | | 1998 | | | FEE | | | 7.5 | | | | 82,100 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SOUTH BEND | | | 1999 | | | FEE | | | 1.8 | | | | 81,668 | | | | 100.0 | | | MENARD | | | 2010 | | | | 2030 | | | | | | | | | | | | | | | | | | | | | |
| SOUTH BEND (3) | | | 1997 | | | JOINT VENTURE | | | 13.4 | | | | 134,414 | | | | 100.0 | | | BED BATH & BEYOND | | | 2015 | | | | 2040 | | | DSW SHOE WAREHOUSE | | | 2020 | | | | 2035 | | | PETSMART | | | 2015 | | | | 2030 | |
| IOWA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CLIVE | | | 1996 | | | FEE | | | 8.8 | | | | 90,000 | | | | 100.0 | | | KMART | | | 2021 | | | | 2051 | | | | | | | | | | | | | | | | | | | | | |
| COUNCIL BLUFFS (4) | | | 2006 | | | JOINT VENTURE | | | 79.3 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DAVENPORT | | | 1997 | | | GROUND LEASE (2028) | | | 9.1 | | | | 91,035 | | | | 100.0 | | | KMART | | | 2024 | | | | 2028 | | | | | | | | | | | | | | | | | | | | | |
| DES MOINES | | | 1999 | | | FEE | | | 23.0 | | | | 149,059 | | | | 82.8 | | | BEST BUY | | | 2008 | | | | 2023 | | | OFFICEMAX | | | 2008 | | | | 2018 | | | JO-ANN FABRICS | | | 2007 | | | | 2017 | |
| DUBUQUE | | | 1997 | | | GROUND LEASE (2019) | | | 6.5 | | | | 82,979 | | | | 100.0 | | | SHOPKO | | | 2018 | | | | 2019 | | | | | | | | | | | | | �� | | | | | | | | |
| SOUTHEAST DES MOINES | | | 1996 | | | FEE | | | 9.6 | | | | 111,847 | | | | 100.0 | | | HOME DEPOT | | | 2020 | | | | 2065 | | | | | | | | | | | | | | | | | | | | | |
| WATERLOO | | | 1996 | | | FEE | | | 9.0 | | | | 104,074 | | | | 100.0 | | | HOBBY LOBBY | | | 2014 | | | | 2024 | | | TJ MAXX | | | 2014 | | | | 2024 | | | SHOE CARNIVAL | | | 2015 | | | | 2025 | |
| KANSAS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EAST WICHITA (8) | | | 1996 | | | JOINT VENTURE | | | 6.5 | | | | 96,011 | | | | 100.0 | | | DICK’S SPORTING GOODS | | | 2018 | | | | 2033 | | | GORDMANS | | | 2012 | | | | 2032 | | | | | | | | | | | |
| OVERLAND PARK | | | 1980 | | | FEE | | | 14.5 | | | | 120,164 | | | | 100.0 | | | HOME DEPOT | | | 2010 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| WEST WICHITA (8) | | | 1996 | | | JOINT VENTURE | | | 8.1 | | | | 96,319 | | | | 100.0 | | | SHOPKO | | | 2018 | | | | 2038 | | | | | | | | | | | | | | | | | | | | | |
| WICHITA (8) | | | 1998 | | | JOINT VENTURE | | | 13.5 | | | | 133,771 | | | | 100.0 | | | BEST BUY | | | 2010 | | | | 2025 | | | TJ MAXX | | | 2010 | | | | 2020 | | | MICHAELS | | | 2010 | | | | 2025 | |
| KENTUCKY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BELLEVUE | | | 1976 | | | FEE | | | 6.0 | | | | 53,695 | | | | 100.0 | | | KROGER | | | 2010 | | | | 2035 | | | | | | | | | | | | | | | | | | | | | |
| FLORENCE (11) | | | 2004 | | | FEE | | | 8.2 | | | | 99,578 | | | | 97.8 | | | DICK’S SPORTING GOODS | | | 2018 | | | | 2033 | | | LINENS N THINGS | | | 2018 | | | | 2033 | | | MCSWAIN CARPETS | | | 2012 | | | | 2017 | |
| HINKLEVILLE | | | 1998 | | | GROUND LEASE (2039) | | | 2.0 | | | | 85,229 | | | | 100.0 | | | K’S MERCHANDISE | | | 2014 | | | | 2039 | | | | | | | | | | | | | | | | | | | | | |
| LEXINGTON | | | 1993 | | | FEE | | | 35.8 | | | | 258,713 | | | | 98.7 | | | BEST BUY | | | 2009 | | | | 2024 | | | BED BATH & BEYOND | | | 2013 | | | | 2038 | | | TOYS “R” US | | | 2013 | | | | 2038 | |
| MAYSVILLE (7) | | | 2006 | | | FEE | | | 24.7 | | | | 216,119 | | | | 52.7 | | | KROGER | | | 2013 | | | | 2018 | | | JCPENNEY | | | 2011 | | | | 2036 | | | | | | | | | | | |
| LOUISIANA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BATON ROUGE | | | 1997 | | | FEE | | | 18.6 | | | | 349,907 | | | | 95.9 | | | BURLINGTON COAT FACTORY | | | 2009 | | | | 2024 | | | STEIN MART | | | 2011 | | | | 2016 | | | K&G MEN’S COMPANY | | | 2017 | | | | 2032 | |
| BATON ROUGE | | | 2005 | | | JOINT VENTURE | | | 9.4 | | | | 67,755 | | | | 94.6 | | | WAL-MART | | | 2024 | | | | 2034 | | | | | | | | | | | | | | | | | | | | | |
| HARVEY (9) | | | 2003 | | | JOINT VENTURE | | | 17.4 | | | | 181,660 | | | | 100.0 | | | BEST BUY | | | 2017 | | | | 2032 | | | LINENS N THINGS | | | 2012 | | | | 2032 | | | BARNES & NOBLE | | | 2012 | | | | 2022 | |
| HOUMA | | | 1999 | | | FEE | | | 10.1 | | | | 98,586 | | | | 94.9 | | | OLD NAVY | | | 2009 | | | | 2014 | | | OFFICEMAX | | | 2013 | | | | 2028 | | | MICHAELS | | | 2009 | | | | 2019 | |
| LAFAYETTE | | | 1997 | | | FEE | | | 21.9 | | | | 244,733 | | | | 100.0 | | | STEIN MART | | | 2010 | | | | 2020 | | | LINENS N THINGS | | | 2009 | | | | 2024 | | | TJ MAXX | | | 2009 | | | | 2019 | |
| MAINE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BANGOR | | | 2001 | | | FEE | | | 8.6 | | | | 86,422 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2007 | | | | 2032 | | | | | | | | | | | | | | | | | | | | | |
| S. PORTLAND | | | 2006 | | | FEE | | | 12.5 | | | | 98,574 | | | | 92.1 | | | DSW SHOE WAREHOUSE | | | 2012 | | | | 2027 | | | DOLLAR TREE | | | 2015 | | | | 2025 | | | GUITAR CENTER | | | 2016 | | | | 2026 | |
| MARYLAND | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BALTIMORE | | | 2003 | | | FEE | | | 4.2 | | | | 44,170 | | | | 65.3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BALTIMORE (11) (3) | | | 2004 | | | JOINT VENTURE | | | 7.6 | | | | 79,815 | | | | 100.0 | | | GIANT FOOD | | | 2016 | | | | 2031 | | | | | | | | | | | | | | | | | | | | | |
| BALTIMORE (13) | | | 2004 | | | JOINT VENTURE | | | 7.5 | | | | 90,903 | | | | 100.0 | | | GIANT FOOD | | | 2026 | | | | 2051 | | | | | | | | | | | | | | | | | | | | | |
| BALTIMORE (14) | | | 2005 | | | JOINT VENTURE | | | 5.8 | | | | 49,629 | | | | 100.0 | | | CORT FURNITURE RENTAL | | | 2012 | | | | 2022 | | | | | | | | | | | | | | | | | | | | | |
| BALTIMORE (5) | | | 2003 | | | FEE | | | 3.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BALTIMORE (9) | | | 2004 | | | JOINT VENTURE | | | 18.4 | | | | 152,834 | | | | 100.0 | | | KMART | | | 2010 | | | | 2055 | | | SALVO AUTO PARTS | | | 2009 | | | | 2019 | | | | | | | | | | | |
| BALTIMORE (9) | | | 2005 | | | JOINT VENTURE | | | 10.6 | | | | 112,722 | | | | 100.0 | | | SAFEWAY | | | 2016 | | | | 2046 | | | RITE AID | | | 2011 | | | | 2026 | | | FOOT LOCKER | | | 2007 | | | | | |
| BALTIMORE (9) | | | 2005 | | | JOINT VENTURE | | | 8.8 | | | | 90,830 | | | | 100.0 | | | GIANT FOOD | | | 2011 | | | | 2036 | | | | | | | | | | | | | | | | | | | | | |
| BALTIMORE (9) | | | 2004 | | | FEE | | | 7.3 | | | | 77,287 | | | | 100.0 | | | SUPER FRESH | | | 2021 | | | | 2061 | | | | | | | | | | | | | | | | | | | | | |
| BEL AIR (13) (3) | | | 2004 | | | FEE | | | 19.7 | | | | 115,927 | | | | 97.9 | | | SAFEWAY | | | 2030 | | | | 2060 | | | CVS | | | 2021 | | | | 2041 | | | | | | | | | | | |
| CLINTON | | | 2003 | | | GROUND LEASE (2024) | | | 2.6 | | | | 2,544 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CLINTON | | | 2003 | | | GROUND LEASE (2069) | | | 2.6 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| COLUMBIA | | | 2002 | | | FEE | | | 7.3 | | | | 55,791 | | | | 100.0 | | | GIANT FOOD | | | 2007 | | | | | | | | | | | | | | | | | | | | | | | | | |
| COLUMBIA | | | 2002 | | | JOINT VENTURE | | | 5.0 | | | | 50,000 | | | | 100.0 | | | MICHAELS | | | 2013 | | | | 2033 | | | HOME GOODS | | | 2011 | | | | 2021 | | | | | | | | | | | |
| COLUMBIA | | | 2002 | | | FEE | | | 2.5 | | | | 23,835 | | | | 100.0 | | | DAVID’S NATURAL MARKET | | | 2014 | | | | 2019 | | | | | | | | | | | | | | | | | | | | | |
| COLUMBIA (13) | | | 2005 | | | JOINT VENTURE | | | 0.7 | | | | 6,780 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| COLUMBIA (14) | | | 2006 | | | JOINT VENTURE | | | 16.3 | | | | 100,521 | | | | 100.0 | | | GIANT FOOD | | | 2012 | | | | 2022 | | | | | | | | | | | | | | | | | | | | | |
| COLUMBIA (14) | | | 2006 | | | JOINT VENTURE | | | 12.3 | | | | 91,165 | | | | 100.0 | | | SAFEWAY | | | 2018 | | | | 2043 | | | | | | | | | | | | | | | | | | | | | |
| COLUMBIA (14) | | | 2006 | | | JOINT VENTURE | | | 15.5 | | | | 86,456 | | | | 100.0 | | | GIANT FOOD | | | 2009 | | | | 2019 | | | | | | | | | | | | | | | | | | | | | |
| COLUMBIA (14) | | | 2006 | | | JOINT VENTURE | | | 7.3 | | | | 73,299 | | | | 93.0 | | | OLD NAVY | | | 2008 | | | | 2013 | | | | | | | | | | | | | | | | | | | | | |
| COLUMBIA (9) | | | 2002 | | | JOINT VENTURE | | | 15.2 | | | | 105,907 | | | | 100.0 | | | GIANT FOOD | | | 2017 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| COLUMBIA (9) (3) | | | 2002 | | | JOINT VENTURE | | | 12.2 | | | | 86,032 | | | | 48.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
32
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| EASTON (11) | | | 2004 | | | JOINT VENTURE | | | 11.1 | | | | 113,330 | | | | 97.4 | | | GIANT FOOD | | | 2024 | | | | 2054 | | | FASHION BUG | | | 2007 | | | | 2012 | | | | | | | | | | | |
| ELLICOTT CITY (11) | | | 2004 | | | JOINT VENTURE | | | 31.8 | | | | 139,898 | | | | 100.0 | | | SAFEWAY | | | 2012 | | | | 2042 | | | PETCO | | | 2011 | | | | 2021 | | | | | | | | | | | |
| ELLICOTT CITY (13) (6) | | | 2006 | | | JOINT VENTURE | | | 42.4 | | | | 433,467 | | | | 100.0 | | | TARGET | | | 2016 | | | | 2046 | | | KOHL’S | | | 2018 | | | | 2038 | | | SAFEWAY | | | 2016 | | | | 2046 | |
| FREDRICK COUNTY (3) | | | 2003 | | | FEE | | | 7.6 | | | | 75,677 | | | | 100.0 | | | GIANT FOOD | | | 2026 | | | | 2056 | | | | | | | | | | | | | | | | | | | | | |
| GAITHERSBURG | | | 1989 | | | FEE | | | 8.7 | | | | 88,277 | | | | 100.0 | | | GREAT BEGINNINGS FURNITURE | | | 2011 | | | | 2021 | | | FURNITURE 4 LESS | | | 2010 | | | | | | | | | | | | | | | |
| GLEN BURNIE (13) | | | 2004 | | | JOINT VENTURE | | | 21.9 | | | | 249,746 | | | | 100.0 | | | LOWE’S HOME CENTER | | | 2019 | | | | 2059 | | | GIANT FOOD | | | 2015 | | | | 2025 | | | | | | | | | | | |
| HAGERSTOWN (3) | | | 1973 | | | FEE | | | 10.5 | | | | 117,718 | | | | 71.9 | | | SUPER SHOE | | | 2011 | | | | 2016 | | | ALDI | | | 2016 | | | | 2031 | | | WONDER BOOK & VIDEO | | | 2011 | | | | 2016 | |
| HUNT VALLEY | | | 2003 | | | FEE | | | 9.1 | | | | 94,653 | | | | 100.0 | | | GIANT FOOD | | | 2013 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| LAUREL | | | 1972 | | | FEE | | | 10.0 | | | | 81,550 | | | | 100.0 | | | ROOMSTORE | | | 2009 | | | | 2014 | | | | | | | | | | | | | | | | | | | | | |
| LAUREL | | | 1964 | | | FEE | | | 8.1 | | | | 75,924 | | | | 100.0 | | | VILLAGE THRIFT STORE | | | 2010 | | | | | | | DOLLAR TREE | | | 2010 | | | | 2015 | | | OLD COUNTRY BUFFET | | | 2009 | | | | 2019 | |
| LINTHICUM | | | 2003 | | | FEE | | | 0.6 | | | | 7,872 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LUTHERVILLE (9) | | | 2004 | | | JOINT VENTURE | | | 1.2 | | | | 12,333 | | | | 86.7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NORTH EAST (9) | | | 2004 | | | JOINT VENTURE | | | 17.5 | | | | 80,190 | | | | 100.0 | | | FOOD LION | | | 2018 | | | | 2038 | | | | | | | | | | | | | | | | | | | | | |
| OWINGS MILLS (13) | | | 2004 | | | JOINT VENTURE | | | 11.0 | | | | 116,303 | | | | 96.6 | | | GIANT FOOD | | | 2020 | | | | 2045 | | | MERRITT ATHLETIC CLUB | | | 2010 | | | | 2015 | | | | | | | | | | | |
| PASADENA | | | 2003 | | | GROUND LEASE (2030) | | | 3.0 | | | | 38,727 | | | | 97.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PERRY HALL (11) | | | 2004 | | | JOINT VENTURE | | | 8.2 | | | | 65,059 | | | | 100.0 | | | SUPER FRESH | | | 2022 | | | | 2062 | | | | | | | | | | | | | | | | | | | | | |
| PERRY HALL (3) | | | 2003 | | | FEE | | | 15.7 | | | | 183,124 | | | | 80.1 | | | BRUNSWICK (LEISERV)BOWLING | | | 2010 | | | | | | | RITE AID | | | 2010 | | | | 2035 | | | ACE HARDWARE | | | 2016 | | | | 2031 | |
| TIMONIUM (3) | | | 2003 | | | FEE | | | 17.2 | | | | 127,097 | | | | 95.4 | | | STAPLES | | | 2020 | | | | 2045 | | | | | | | | | | | | | | | | | | | | | |
| TIMONIUM (9) | | | 2004 | | | JOINT VENTURE | | | 6.0 | | | | 59,799 | | | | 95.3 | | | AMERICAN RADIOLOGY | | | 2012 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| TOWSON (11) | | | 2004 | | | JOINT VENTURE | | | 8.7 | | | | 84,280 | | | | 100.0 | | | LINENS N THINGS | | | 2015 | | | | 2025 | | | COMPUSA | | | 2014 | | | | 2029 | | | TWEETER ENTERTAINMENT | | | 2014 | | | | 2024 | |
| TOWSON (13) | | | 2004 | | | JOINT VENTURE | | | 43.1 | | | | 669,926 | | | | 100.0 | | | WAL-MART | | | 2020 | | | | 2005 | | | TARGET | | | 2009 | | | | 2049 | | | SUPER FRESH | | | 2019 | | | | 2049 | |
| WALDORF | | | 2003 | | | FEE | | | 2.6 | | | | 26,128 | | | | 100.0 | | | FAIR LANES WALDORF | | | 2007 | | | | 2017 | | | | | | | | | | | | | | | | | | | | | |
| WALDORF | | | 2003 | | | FEE | | | 0.0 | | | | 4,500 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WOODSTOCK (9) | | | 2004 | | | JOINT VENTURE | | | 13.9 | | | | 103,547 | | | | 100.0 | | | WEIS MARKETS | | | 2021 | | | | 2041 | | | | | | | | | | | | | | | | | | | | | |
| MASSACHUSETTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GREAT BARRINGTON | | | 1994 | | | FEE | | | 14.1 | | | | 131,235 | | | | 100.0 | | | KMART | | | 2011 | | | | 2016 | | | PRICE CHOPPER | | | 2016 | | | | 2036 | | | | | | | | | | | |
| HYANNIS (11) | | | 2004 | | | JOINT VENTURE | | | 22.6 | | | | 225,634 | | | | 95.5 | | | SHAW’S SUPERMARKET | | | 2018 | | | | 2028 | | | TOYS “R” US | | | 2019 | | | | 2029 | | | HOME GOODS | | | 2010 | | | | 2020 | |
| MARLBOROUGH | | | 2004 | | | JOINT VENTURE | | | 16.1 | | | | 104,125 | | | | 100.0 | | | BEST BUY | | | 2019 | | | | 2034 | | | DSW SHOE WAREHOUSE | | | 2014 | | | | 2034 | | | BORDERS BOOKS | | | 2019 | | | | 2034 | |
| PITTSFIELD (11) | | | 2004 | | | JOINT VENTURE | | | 13.0 | | | | 72,014 | | | | 100.0 | | | STOP & SHOP | | | 2014 | | | | 2044 | | | | | | | | | | | | | | | | | | | | | |
| QUINCY (13) | | | 2005 | | | JOINT VENTURE | | | 8.0 | | | | 80,510 | | | | 100.0 | | | SHAW’S SUPERMARKET | | | 2009 | | | | 2034 | | | BROOKS PHARMACY | | | 2017 | | | | 2047 | | | | | | | | | | | |
| SHREWSBURY | | | 1955 | | | FEE | | | 10.8 | | | | 108,418 | | | | 100.0 | | | BOB’S STORES | | | 2018 | | | | 2033 | | | BED BATH & BEYOND | | | 2012 | | | | 2032 | | | STAPLES | | | 2011 | | | | 2021 | |
| STURBRIDGE (14) | | | 2006 | | | JOINT VENTURE | | | 42.4 | | | | 231,016 | | | | 95.7 | | | STOP & SHOP | | | 2019 | | | | 2049 | | | MARSHALLS | | | 2011 | | | | 2026 | | | LINENS N THINGS | | | 2017 | | | | 2032 | |
| MICHIGAN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CLARKSTON | | | 1996 | | | FEE | | | 20.0 | | | | 148,973 | | | | 90.5 | | | FARMER JACK | | | 2015 | | | | 2045 | | | CVS | | | 2010 | | | | 2020 | | | | | | | | | | | |
| CLAWSON (3) | | | 1993 | | | FEE | | | 13.5 | | | | 119,801 | | | | 100.0 | | | STAPLES | | | 2011 | | | | 2026 | | | RITE AID | | | 2026 | | | | 2046 | | | LITTLE CAESARS | | | 2007 | | | | | |
| FARMINGTON | | | 1993 | | | FEE | | | 2.8 | | | | 96,915 | | | | 97.4 | | | OFFICE DEPOT | | | 2016 | | | | 2031 | | | FITNESS 19 | | | 2015 | | | | 2025 | | | | | | | | | | | |
| KALAMAZOO | | | 2002 | | | JOINT VENTURE | | | 60.0 | | | | 261,334 | | | | 100.0 | | | HOBBY LOBBY | | | 2013 | | | | 2023 | | | VALUE CITY FURNITURE | | | 2020 | | | | 2040 | | | MARSHALLS | | | 2010 | | | | 2030 | |
| LIVONIA | | | 1968 | | | FEE | | | 4.5 | | | | 10,400 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MUSKEGON | | | 1985 | | | FEE | | | 12.2 | | | | 79,215 | | | | 91.5 | | | PLUMB’S FOOD | | | 2012 | | | | 2022 | | | JO-ANN FABRICS | | | 2007 | | | | 2012 | | | | | | | | | | | |
| NOVI | | | 2003 | | | JOINT VENTURE | | | 6.0 | | | | 60,000 | | | | 100.0 | | | MICHAELS | | | 2016 | | | | 2036 | | | HOME GOODS | | | 2011 | | | | 2026 | | | | | | | | | | | |
| TAYLOR | | | 1993 | | | FEE | | | 13.0 | | | | 141,549 | | | | 100.0 | | | KOHL’S | | | 2022 | | | | 2042 | | | BABIES R US | | | 2017 | | | | 2043 | | | PARTY CONCEPTS | | | 2007 | | | | 2012 | |
| TROY (13) | | | 2005 | | | JOINT VENTURE | | | 24.0 | | | | 223,041 | | | | 95.8 | | | WAL-MART | | | 2021 | | | | 2051 | | | MARSHALLS | | | 2012 | | | | 2027 | | | | | | | | | | | |
| WALKER | | | 1993 | | | FEE | | | 41.8 | | | | 338,928 | | | | 100.0 | | | RUBLOFF DEVELOPMENT | | | 2016 | | | | 2051 | | | KOHL’S | | | 2017 | | | | 2037 | | | LOEKS THEATRES | | | 2007 | | | | 2042 | |
| MINNESOTA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MAPLE GROVE | | | 2006 | | | FEE | | | 44.4 | | | | 407,686 | | | | 100.0 | | | LOWE’S HOME CENTER | | | 2025 | | | | 2070 | | | DICK’S SPORTING GOODS | | | 2017 | | �� | | 2037 | | | CIRCUIT CITY | | | 2017 | | | | 2037 | |
| MAPLE GROVE (8) | | | 2001 | | | JOINT VENTURE | | | 63.0 | | | | 466,401 | | | | 99.3 | | | BYERLY’S | | | 2020 | | | | 2035 | | | BEST BUY | | | 2015 | | | | 2030 | | | JO-ANN FABRICS | | | 2010 | | | | 2030 | |
| MAPLEWOOD (9) | | | 2002 | | | JOINT VENTURE | | | 8.2 | | | | 111,544 | | | | 100.0 | | | BEST BUY | | | 2017 | | | | 2037 | | | BEST BUY | | | 2014 | | | | 2029 | | | | | | | | | | | |
| MINNETONKA (8) | | | 1998 | | | JOINT VENTURE | | | 12.1 | | | | 120,220 | | | | 100.0 | | | TOYS “R” US | | | 2016 | | | | 2031 | | | GOLFSMITH GOLF CENTER | | | 2008 | | | | 2018 | | | OFFICEMAX | | | 2011 | | | | | |
| MISSISSIPPI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HATTIESBURG (4) | | | 2004 | | | JOINT VENTURE | | | 53.3 | | | | 248,000 | | | | 100.0 | | | ASHLEY FURNITURE HOME STORE | | | 2016 | | | | 2026 | | | ROSS DRESS FOR LESS | | | 2016 | | | | 2041 | | | BED BATH & BEYOND | | | 2016 | | | | 2041 | |
| JACKSON | | | 2002 | | | JOINT VENTURE | | | 5.0 | | | | 50,000 | | | | 100.0 | | | MICHAELS | | | 2014 | | | | 2034 | | | HOME GOODS | | | 2014 | | | | 2024 | | | | | | | | | | | |
| MISSOURI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BRIDGETON | | | 1997 | | | GROUND LEASE (2040) | | | 27.3 | | | | 101,592 | | | | 100.0 | | | KOHL’S | | | 2010 | | | | 2020 | | | | | | | | | | | | | | | | | | | | | |
| CRYSTAL CITY | | | 1997 | | | GROUND LEASE (2032) | | | 10.1 | | | | 100,724 | | | | 100.0 | | | KMART | | | 2024 | | | | 2032 | | | | | | | | | | | | | | | | | | | | | |
| ELLISVILLE | | | 1970 | | | FEE | | | 18.4 | | | | 118,080 | | | | 100.0 | | | SHOP N SAVE | | | 2010 | | | | 2015 | | | 2ND WIND EXERCISE EQUIPMENT | | | 2011 | | | | 2016 | | | | | | | | | | | |
| INDEPENDENCE | | | 1985 | | | FEE | | | 21.0 | | | | 184,870 | | | | 100.0 | | | KMART | | | 2024 | | | | 2054 | | | THE TILE SHOP | | | 2014 | | | | 2024 | | | OFFICE DEPOT | | | 2012 | | | | 2032 | |
| JOPLIN | | | 1998 | | | FEE | | | 12.6 | | | | 155,416 | | | | 99.1 | | | GOODY’S FAMILY CLOTHING | | | 2010 | | | | 2015 | | | HASTINGS BOOKS | | | 2009 | | | | 2014 | | | OFFICEMAX | | | 2010 | | | | 2025 | |
| JOPLIN (8) | | | 1998 | | | JOINT VENTURE | | | 9.5 | | | | 80,524 | | | | 100.0 | | | SHOPKO | | | 2018 | | | | 2038 | | | | | | | | | | | | | | | | | | | | | |
| KANSAS CITY | | | 1997 | | | FEE | | | 17.8 | | | | 150,381 | | | | 82.3 | | | HOME DEPOT | | | 2010 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| KIRKWOOD | | | 1990 | | | GROUND LEASE (2069) | | | 19.8 | | | | 253,662 | | | | 97.4 | | | HEMISPHERES | | | 2014 | | | | 2024 | | | HOBBY LOBBY | | | 2014 | | | | 2024 | | | GART SPORTS | | | 2014 | | | | 2029 | |
| LEMAY (3) | | | 1974 | | | FEE | | | 9.8 | | | | 69,498 | | | | 100.0 | | | SHOP N SAVE | | | 2020 | | | | 2065 | | | DOLLAR GENERAL | | | 2008 | | | | | | | | | | | | | | | |
| MANCHESTER (8) | | | 1998 | | | JOINT VENTURE | | | 9.6 | | | | 89,305 | | | | 100.0 | | | KOHL’S | | | 2018 | | | | 2038 | | | | | | | | | | | | | | | | | | | | | |
| SPRINGFIELD | | | 1994 | | | FEE | | | 41.5 | | | | 277,590 | | | | 94.2 | | | BEST BUY | | | 2011 | | | | 2026 | | | JCPENNEY | | | 2010 | | | | 2015 | | | TJ MAXX | | | 2011 | | | | 2021 | |
| SPRINGFIELD | | | 1986 | | | GROUND LEASE (2087) | | | 18.5 | | | | 203,384 | | | | 100.0 | | | KMART | | | 2024 | | | | 2054 | | | OFFICE DEPOT | | | 2010 | | | | | | | PACE-BATTELFIELD, LLC | | | 2017 | | | | 2047 | |
| SPRINGFIELD | | | 2002 | | | FEE | | | 8.5 | | | | 84,916 | | | | 100.0 | | | BED BATH & BEYOND | | | 2013 | | | | 2028 | | | MARSHALLS | | | 2012 | | | | 2027 | | | BORDERS BOOKS | | | 2023 | | | | 2038 | |
| ST. CHARLES | | | 1999 | | | GROUND LEASE (2039) | | | 8.4 | | | | 84,460 | | | | 100.0 | | | KOHL’S | | | 2019 | | | | 2039 | | | | | | | | | | | | | | | | | | | | | |
| ST. CHARLES | | | 1998 | | | FEE | | | 36.9 | | | | 8,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ST. LOUIS | | | 1986 | | | FEE | | | 17.5 | | | | 176,273 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2009 | | | | 2024 | | | BIG LOTS | | | 2015 | | | | 2030 | | | OFFICE DEPOT | | | 2009 | | | | 2019 | |
| ST. LOUIS | | | 1997 | | | GROUND LEASE (2035) | | | 37.7 | | | | 172,165 | | | | 100.0 | | | KMART | | | 2024 | | | | 2035 | | | K&G MEN’S COMPANY | | | 2017 | | | | 2026 | | | | | | | | | | | |
| ST. LOUIS | | | 1997 | | | GROUND LEASE (2025) | | | 19.7 | | | | 170,779 | | | | 87.6 | | | HOME DEPOT | | | 2026 | | | | 2056 | | | OFFICE DEPOT | | | 2015 | | | | 2025 | | | | | | | | | | | |
| ST. LOUIS | | | 1972 | | | FEE | | | 13.1 | | | | 129,093 | | | | 92.7 | | | SHOP N SAVE | | | 2017 | | | | 2082 | | | | | | | | | | | | | | | | | | | | | |
| ST. LOUIS | | | 1997 | | | GROUND LEASE (2040) | | | 16.3 | | | | 128,765 | | | | 100.0 | | | KMART | | | 2024 | | | | 2040 | | | | | | | | | | | | | | | | | | | | | |
| ST. LOUIS | | | 1998 | | | FEE | | | 11.4 | | | | 113,781 | | | | 100.0 | | | KOHL’S | | | 2018 | | | | 2038 | | | CLUB FITNESS | | | 2014 | | | | 2024 | | | | | | | | | | | |
| ST. PETERS | | | 1997 | | | GROUND LEASE (2073) | | | 14.8 | | | | 175,121 | | | | 98.6 | | | HOBBY LOBBY | | | 2014 | | | | 2024 | | | GART SPORTS | | | 2014 | | | | 2029 | | | OFFICE DEPOT | | | 2019 | | | | | |
| NEBRASKA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OMAHA (4) | | | 2005 | | | JOINT VENTURE | | | 59.5 | | | | 141,000 | | | | 100.0 | | | MARSHALLS | | | 2016 | | �� | | 2036 | | | LINENS N THINGS | | | 2017 | | | | 2032 | | | OFFICEMAX | | | 2017 | | | | 2032 | |
| NEVADA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CARSON CITY (7) | | | 2006 | | | FEE | | | 9.4 | | | | 114,078 | | | | 92.3 | | | RALEY’S | | | 2012 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| ELKO (7) | | | 2006 | | | FEE | | | 31.3 | | | | 170,812 | | | | 92.4 | | | RALEY’S | | | 2017 | | | | 2032 | | | BUILDERS MART | | | 2011 | | | | 2016 | | | CINEMA 4 THEATRES | | | 2012 | | | | | |
| HENDERSON (4) | | | 1999 | | | JOINT VENTURE | | | 32.1 | | | | 156,000 | | | | 100.0 | | | LEVITZ | | | 2013 | | | | 2023 | | | BIG LOTS | | | 2016 | | | | 2036 | | | SAVERS | | | 2016 | | | | 2036 | |
| HENDERSON (7) | | | 2006 | | | FEE | | | 10.5 | | | | 130,773 | | | | 86.0 | | | ALBERTSONS | | | 2009 | | | | 2039 | | | | | | | | | | | | | | | | | | | | | |
| LAS VEGAS (7) | | | 2006 | | | FEE | | | 34.8 | | | | 362,758 | | | | 99.3 | | | WAL-MART | | | 2012 | | | | 2037 | | | COLLEENS CLASSICS | | | 2010 | | | | | | | 24 HOUR FITNESS | | | 2012 | | | | 2022 | |
| LAS VEGAS (7) | | | 2006 | | | FEE | | | 34.5 | | | | 333,679 | | | | 90.5 | | | VONS | | | 2011 | | | | 2041 | | | CARPETS-N-MORE | | | 2015 | | | | 2025 | | | TJ MAXX | | | 2010 | | | | 2020 | |
| LAS VEGAS (7) | | | 2006 | | | FEE | | | 21.1 | | | | 228,279 | | | | 97.8 | | | UA THEATRES | | | 2017 | | | | 2037 | | | LINENS N’ THINGS | | | 2012 | | | | 2027 | | | OFFICEMAX | | | 2012 | | | | 2032 | |
| LAS VEGAS (7) | | | 2006 | | | FEE | | | 16.4 | | | | 169,160 | | | | 95.3 | | | FOOD 4 LESS | | | 2011 | | | | 2036 | | | HOLLYWOOD VIDEO | | | 2011 | | | | 2016 | | | | | | | | | | | |
| LAS VEGAS (7) | | | 2006 | | | FEE | | | 16.1 | | | | 160,842 | | | | 91.1 | | | SPORTS AUTHORITY | | | 2008 | | | | 2018 | | | OFFICEMAX | | | 2011 | | | | 2021 | | | DOLLAR DISCOUNT CENTER | | | 2015 | | | | 2025 | |
| LAS VEGAS (7) | | | 2006 | | | FEE | | | 16.4 | | | | 144,653 | | | | 88.3 | | | VONS | | | 2012 | | | | 2042 | | | AARON RENTS | | | 2009 | | | | | | | CRAFTA DECORATIONS | | | 2016 | | | | 2026 | |
| LAS VEGAS (7) | | | 2006 | | | FEE | | | 9.4 | | | | 111,245 | | | | 92.7 | | | VONS GROCERY | | | 2009 | | | | 2034 | | | DOLLAR TREE | | | 2011 | | | | 2016 | | | CORT FURNITURE RENTAL | | | 2007 | | | | 2017 | |
| LAS VEGAS (7) | | | 2006 | | | FEE | | | 7.0 | | | | 77,650 | | | | 97.8 | | | ALBERTSONS | | | 2021 | | | | 2046 | | | | | | | | | | | | | | | | | | | | | |
| RENO | | | 2006 | | | FEE | | | 3.1 | | | | 36,627 | | | | 100.0 | | | NEW BALANCE | | | 2014 | | | | 2024 | | | | | | | | | | | | | | | | | | | | | |
| RENO | | | 2006 | | | FEE | | | 2.7 | | | | 31,710 | | | | 98.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RENO (7) | | | 2006 | | | FEE | | | 10.4 | | | | 129,960 | | | | 97.6 | | | SAK ‘N SAVE | | | 2022 | | | | 2052 | | | | | | | | | | | | | | | | | | | | | |
| RENO (7) | | | 2006 | | | FEE | | | 12.3 | | | | 113,488 | | | | 99.9 | | | SCOLARI’S WAREHOUSE MARKET | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
| RENO (7) | | | 2006 | | | FEE | | | 9.3 | | | | 102,907 | | | | 99.9 | | | SCOLARI’S FOOD & DRUG | | | 2025 | | | | 2045 | | | LONGS DRUGS | | | 2013 | | | | 2033 | | | | | | | | | | | |
| WINNEMUCCA (7) | | | 2006 | | | FEE | | | 4.8 | | | | 65,424 | | | | 100.0 | | | RALEY’S | | | 2015 | | | | 2035 | | | | | | | | | | | | | | | | | | | | | |
| NEW HAMPSHIRE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NASHUA (11) | | | 2004 | | | JOINT VENTURE | | | 18.2 | | | | 182,360 | | | | 96.3 | | | DSW SHOE WAREHOUSE | | | 2011 | | | | 2031 | | | BED BATH & BEYOND | | | 2012 | | | | 2032 | | | MICHAELS | | | 2012 | | | | 2027 | |
| NEW LONDON | | | 2005 | | | FEE | | | 9.5 | | | | 106,470 | | | | 100.0 | | | HANNAFORD BROS. | | | 2025 | | | | 2050 | | | FIRST COLONIAL | | | 2008 | | | | 2028 | | | MACKENNA’S | | | 2007 | | | | 2017 | |
| SALEM | | | 1994 | | | FEE | | | 39.8 | | | | 344,076 | | | | 100.0 | | | KOHL’S | | | 2008 | | | | 2013 | | | SHAW’S SUPERMARKET | | | 2008 | | | | 2038 | | | BOB’S STORES | | | 2011 | | | | 2021 | |
33
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| NEW JERSEY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BAYONNE | | | 2004 | | | FEE | | | 0.6 | | | | 23,901 | | | | 100.0 | | | DUANE READE | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
| BRIDGEWATER (8) | | | 2001 | | | JOINT VENTURE | | | 16.6 | | | | 378,567 | | | | 100.0 | | | COSTCO | | | 2019 | | | | 2049 | | | BED BATH & BEYOND | | | 2010 | | | | 2030 | | | MARSHALLS | | | 2009 | | | | 2024 | |
| CHERRY HILL | | | 1996 | | | GROUND LEASE (2035) | | | 15.2 | | | | 129,809 | | | | 95.5 | | | KOHL’S | | | 2016 | | | | 2036 | | | | | | | | | | | | | | | | | | | | | |
| CHERRY HILL | | | 1985 | | | JOINT VENTURE | | | 18.6 | | | | 124,750 | | | | 95.9 | | | STOP & SHOP | | | 2016 | | | | 2036 | | | RETROFITNESS | | | 2013 | | | | 2020 | | | | | | | | | | | |
| CHERRY HILL (9) | | | 2003 | | | FEE | | | 48.0 | | | | 209,185 | | | | 100.0 | | | KOHL’S | | | 2018 | | | | 2068 | | | WORLDWIDE WHOLESALE | | | 2018 | | | | 2033 | | | BABIES R US | | | 2013 | | | | 2033 | |
| CINNAMINSON | | | 1996 | | | FEE | | | 13.7 | | | | 121,852 | | | | 84.1 | | | VF OUTLET | | | 2009 | | | | 2019 | | | ACME MARKETS | | | 2047 | | | | | | | | | | | | | | | |
| DELRAN (8) | | | 2005 | | | JOINT VENTURE | | | 9.5 | | | | 37,679 | | | | 45.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DELRAN (8) (3) | | | 2000 | | | JOINT VENTURE | | | 10.5 | | | | 77,583 | | | | 100.0 | | | PETSMART | | | 2016 | | | | 2026 | | | OFFICE DEPOT | | | 2016 | | | | 2026 | | | SLEEPY’S | | | 2012 | | | | 2022 | |
| EAST WINDSOR | | | 2002 | | | FEE | | | 34.8 | | | | 249,029 | | | | 100.0 | | | TARGET | | | 2027 | | | | 2067 | | | GENUARDI’S | | | 2026 | | | | 2056 | | | TJ MAXX | | | 2011 | | | | 2026 | |
| EDGEWATER (13) | | | 2006 | | | JOINT VENTURE | | | 42.1 | | | | 423,620 | | | | 100.0 | | | TARGET | | | 2022 | | | | 2042 | | | PATHMARK | | | 2016 | | | | 2041 | | | TJ MAXX | | | 2012 | | | | 2022 | |
| HILLSBOROUGH | | | 2005 | | | JOINT VENTURE | | | 5.6 | | | | 55,552 | | | | 100.0 | | | KMART | | | 2007 | | | | 2047 | | | | | | | | | | | | | | | | | | | | | |
| HOLMDEL | | | 2004 | | | FEE | | | 23.5 | | | | 234,739 | | | | 100.0 | | | LINENS N THINGS | | | 2018 | | | | 2033 | | | BEST BUY | | | 2018 | | | | 2033 | | | MICHAELS | | | 2013 | | | | 2033 | |
| HOLMDEL (3) | | | 2002 | | | FEE | | | 30.0 | | | | 300,010 | | | | 92.9 | | | A&P | | | 2013 | | | | 2043 | | | MARSHALLS | | | 2013 | | | | 2028 | | | LA FITNESS | | | 2021 | | | | 2036 | |
| LINDEN | | | 2002 | | | FEE | | | 0.9 | | | | 13,340 | | | | 100.0 | | | STRAUSS DISCOUNT AUTO | | | 2023 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| MOORESTOWN (12) | | | 2004 | | | GROUND LEASE (2066)/ JOINT VENTURE | | | 22.7 | | | | 201,351 | | | | 100.0 | | | LOWE’S HOME CENTER | | | 2026 | | | | | | | SPORTS AUTHORITY | | | 2013 | | | | 2033 | | | BALLY TOTAL FITNESS | | | 2012 | | | | 2022 | |
| NORTH BRUNSWICK (3) | | | 1994 | | | FEE | | | 38.1 | | | | 409,879 | | | | 100.0 | | | WAL-MART | | | 2018 | | | | 2058 | | | BURLINGTON COAT FACTORY | | | 2008 | | | | 2013 | | | MARSHALLS | | | 2012 | | | | 2027 | |
| PISCATAWAY | | | 1998 | | | FEE | | | 9.6 | | | | 97,348 | | | | 100.0 | | | SHOPRITE | | | 2014 | | | | 2024 | | | | | | | | | | | | | | | | | | | | | |
| RIDGEWOOD | | | 1994 | | | FEE | | | 2.7 | | | | 24,280 | | | | 100.0 | | | FRESH FIELDS | | | 2015 | | | | 2030 | | | | | | | | | | | | | | | | | | | | | |
| WAYNE (12) | | | 2004 | | | FEE | | | 19.2 | | | | 331,528 | | | | 100.0 | | | COSTCO | | | 2009 | | | | 2044 | | | LACKLAND STORAGE | | | 2012 | | | | 2032 | | | SPORTS AUTHORITY | | | 2012 | | | | 2032 | |
| WESTMONT | | | 1994 | | | FEE | | | 17.4 | | | | 192,254 | | | | 75.9 | | | SUPER FRESH | | | 2017 | | | | 2081 | | | HALLOWEEN ADVENTURE | | | 2007 | | | | | | | SUPER FITNESS | | | 2009 | | | | | |
| NEW MEXICO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALBUQUERQUE | | | 1998 | | | FEE | | | 26.0 | | | | 183,912 | | | | 93.7 | | | MOVIES WEST | | | 2011 | | | | 2021 | | | ROSS DRESS FOR LESS | | | 2011 | | | | 2021 | | | VALLEY FURNITURE | | | 2007 | | | | 2017 | |
| ALBUQUERQUE | | | 1998 | | | FEE | | | 4.8 | | | | 59,722 | | | | 88.9 | | | PAGE ONE | | | 2008 | | | | 2013 | | | WALGREENS | | | 2027 | | | | | | | | | | | | | | | |
| ALBUQUERQUE | | | 1998 | | | FEE | | | 4.7 | | | | 37,758 | | | | 100.0 | | | PETSMART | | | 2017 | | | | 2037 | | | | | | | | | | | | | | | | | | | | | |
| LAS CRUCES | | | 2006 | | | JOINT VENTURE | | | 3.9 | | | | 30,686 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RIO RANCHO ALBUQUERQUE (7) | | | 2006 | | | FEE | | | 8.6 | | | | 74,656 | | | | 68.9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEW YORK | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BAYRIDGE | | | 2004 | | | FEE | | | 2.1 | | | | 21,106 | | | | 100.0 | | | DUANE READE | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
| BAYSHORE | | | 2006 | | | FEE | | | 15.9 | | | | 176,622 | | | | 100.0 | | | BEST BUY | | | 2016 | | | | 2031 | | | TOYS “R” US | | | 2008 | | | | 2043 | | | OFFICE DEPOT | | | 2011 | | | | 2026 | |
| BELLMORE | | | 2004 | | | FEE | | | 1.4 | | | | 24,802 | | | | 100.0 | | | RITE AID | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
| BRIDGEHAMPTON | | | 1973 | | | FEE | | | 30.2 | | | | 287,587 | | | | 100.0 | | | KMART | | | 2019 | | | | 2039 | | | KING KULLEN | | | 2015 | | | | 2035 | | | TJ MAXX | | | 2012 | | | | 2017 | |
| BRONX | | | 1990 | | | JOINT VENTURE | | | 22.9 | | | | 228,638 | | | | 96.7 | | | NATIONAL AMUSEMENTS | | | 2011 | | | | 2036 | | | WALDBAUMS | | | 2011 | | | | 2046 | | | OFFICE OF HEARING | | | 2007 | | | | | |
| BRONX | | | 2005 | | | FEE | | | 0.4 | | | | 3,720 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BROOKLYN | | | 2004 | | | FEE | | | 2.9 | | | | 41,076 | | | | 100.0 | | | DUANE READE | | | 2014 | | | | | | | PC RICHARD & SON | | | 2018 | | | | 2028 | | | | | | | | | | | |
| BROOKLYN | | | 2004 | | | FEE | | | 3.0 | | | | 29,671 | | | | 80.5 | | | DUANE READE | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
| BROOKLYN | | | 2003 | | | FEE | | | 0.4 | | | | 10,000 | | | | 100.0 | | | GENOVESE | | | 2019 | | | | | | | | | | | | | | | | | | | | | | | | | |
| BROOKLYN | | | 2003 | | | FEE | | | 0.8 | | | | 7,500 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BROOKLYN | | | 2005 | | | FEE | | | 0.2 | | | | 5,200 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BROOKLYN (8) | | | 2000 | | | JOINT VENTURE | | | 8.1 | | | | 80,708 | | | | 100.0 | | | HOME DEPOT | | | 2022 | | | | 2052 | | | WALGREENS | | | 2030 | | | | | | | | | | | | | | | |
| BUFFALO | | | 1988 | | | JOINT VENTURE | | | 9.2 | | | | 141,285 | | | | 77.9 | | | TOPS SUPERMARKET | | | 2012 | | | | 2037 | | | FASHION BUG | | | 2025 | | | | 2024 | | | | | | | | | | | |
| BUFFALO, AMHERST | | | 1988 | | | JOINT VENTURE | | | 7.5 | | | | 101,066 | | | | 100.0 | | | TOPS SUPERMARKET | | | 2013 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| CENTEREACH | | | 1993 | | | JOINT VENTURE | | | 40.7 | | | | 377,584 | | | | 93.9 | | | WAL-MART | | | 2015 | | | | 2044 | | | BIG LOTS | | | 2011 | | | | 2021 | | | MODELL’S | | | 2019 | | | | 2029 | |
| CENTEREACH | | | 2006 | | | FEE | | | 10.5 | | | | 101,656 | | | | 94.9 | | | PATHMARK | | | 2020 | | | | 2050 | | | ACE HARDWARE | | | 2017 | | | | 2027 | | | | | | | | | | | |
| CENTRAL ISLIP (4) | | | 2004 | | | JOINT VENTURE | | | 11.8 | | | | 42,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| COMMACK | | | 1998 | | | GROUND LEASE (2085) | | | 35.7 | | | | 265,409 | | | | 100.0 | | | KING KULLEN | | | 2017 | | | | 2047 | | | LINENS N THINGS | | | 2018 | | | | 2038 | | | SPORTS AUTHORITY | | | 2017 | | | | 2037 | |
| COPIAGUE (8) | | | 1998 | | | JOINT VENTURE | | | 15.4 | | | | 163,999 | | | | 100.0 | | | HOME DEPOT | | | 2011 | | | | 2056 | | | BALLY TOTAL FITNESS | | | 2008 | | | | 2018 | | | | | | | | | | | |
| EAST NORTHPORT | | | 2005 | | | JOINT VENTURE | | | 2.6 | | | | 26,016 | | | | 93.0 | | | GOLFSMITH GOLF CENTER | | | 2013 | | | | 2023 | | | | | | | | | | | | | | | | | | | | | |
| EAST NORTHPORT (4) | | | 2005 | | | JOINT VENTURE | | | 4.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ELMONT | | | 2004 | | | FEE | | | 1.8 | | | | 27,078 | | | | 100.0 | | | DUANE READE | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
| FARMINGDALE (14) | | | 2006 | | | JOINT VENTURE | | | 56.5 | | | | 443,134 | | | | 100.0 | | | HOME DEPOT | | | 2030 | | | | 2075 | | | DAVE & BUSTER’S | | | 2010 | | | | 2025 | | | COMP USA | | | 2017 | | | | 2032 | |
| FRANKLIN SQUARE | | | 2004 | | | FEE | | | 1.4 | | | | 17,864 | | | | 100.0 | | | DUANE READE | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREEPORT (8) | | | 2000 | | | JOINT VENTURE | | | 9.6 | | | | 173,031 | | | | 95.4 | | | STOP & SHOP | | | 2025 | | | | | | | TOYS “R” US | | | 2020 | | | | 2040 | | | MARSHALLS | | | 2011 | | | | 2016 | |
| GLEN COVE (8) | | | 2000 | | | JOINT VENTURE | | | 2.7 | | | | 49,346 | | | | 100.0 | | | STAPLES | | | 2014 | | | | 2029 | | | ANNIE SEZ | | | 2011 | | | | 2026 | | | | | | | | | | | |
| GLENVILLE (5) | | | 2003 | | | FEE | | | 0.5 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HAMPTON BAYS | | | 1989 | | | FEE | | | 8.2 | | | | 70,990 | | | | 84.5 | | | MACY’S | | | 2015 | | | | 2025 | | | | | | | | | | | | | | | | | | | | | |
| HEMPSTEAD (8) | | | 2000 | | | JOINT VENTURE | | | 1.4 | | | | 13,905 | | | | 100.0 | | | WALGREENS | | | 2059 | | | | | | | | | | | | | | | | | | | | | | | | | |
| HICKSVILLE | | | 2004 | | | FEE | | | 2.5 | | | | 35,581 | | | | 100.0 | | | DUANE READE | | | 2014 | | | | | | | PARTY CITY | | | 2007 | | | | 2011 | | | | | | | | | | | |
| JAMAICA | | | 2005 | | | FEE | | | 0.3 | | | | 5,770 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LATHAM (8) | | | 1999 | | | JOINT VENTURE | | | 60.3 | | | | 616,130 | | | | 99.3 | | | SAM’S CLUB | | | 2013 | | | | 2043 | | | WAL-MART | | | 2013 | | | | 2043 | | | HOME DEPOT | | | 2031 | | | | 2071 | |
| LAURELTON | | | 2005 | | | FEE | | | 0.2 | | | | 7,435 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LEVITTOWN | | | 2006 | | | JOINT VENTURE | | | 4.7 | | | | 47,214 | | | | 100.0 | | | FILENE’S BASEMENT | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
| LITTLE NECK | | | 2003 | | | FEE | | | 4.5 | | | | 48,275 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MANHASSET | | | 1999 | | | FEE | | | 9.6 | | | | 188,608 | | | | 100.0 | | | FILENE’S | | | 2011 | | | | | | | LINENS N THINGS | | | 2016 | | | | 2026 | | | KING KULLEN | | | 2024 | | | | 2052 | |
| MANHATTAN | | | 2005 | | | FEE | | | 1.0 | | | | 9,566 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MASPETH | | | 2004 | | | FEE | | | 1.1 | | | | 22,500 | | | | 100.0 | | | DUANE READE | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
| MERRICK (8) | | | 2000 | | | JOINT VENTURE | | | 10.8 | | | | 107,871 | | | | 90.7 | | | WALDBAUMS | | | 2013 | | | | 2041 | | | ANNIE SEZ | | | 2011 | | | | 2021 | | | PARTY CITY | | | 2012 | | | | 2022 | |
| MIDDLETOWN (8) | | | 2000 | | | JOINT VENTURE | | | 10.1 | | | | 80,000 | | | | 100.0 | | | BEST BUY | | | 2016 | | | | 2031 | | | LINENS N THINGS | | | 2016 | | | | 2031 | | | | | | | | | | | |
| MUNSEY PARK (8) | | | 2000 | | | JOINT VENTURE | | | 6.0 | | | | 72,748 | | | | 100.0 | | | BED BATH & BEYOND | | | 2012 | | | | 2022 | | | FRESH FIELDS | | | 2011 | | | | 2021 | | | | | | | | | | | |
| NESCONSET (12) | | | 2004 | | | FEE | | | 5.9 | | | | 55,580 | | | | 100.0 | | | LEVITZ | | | 2014 | | | | 2034 | | | | | | | | | | | | | | | | | | | | | |
| NORTH MASSAPEQUA | | | 2004 | | | GROUND LEASE (2033) | | | 2.0 | | | | 29,610 | | | | 100.0 | | | DUANE READE | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
| OCEANSIDE | | | 2003 | | | FEE | | | 0.3 | | | | 1,856 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PLAINVIEW | | | 1969 | | | GROUND LEASE (2070) | | | 7.0 | | | | 88,222 | | | | 100.0 | | | FAIRWAY STORES | | | 2017 | | | | 2037 | | | | | | | | | | | | | | | | | | | | | |
| POUGHKEEPSIE | | | 1972 | | | FEE | | | 20.0 | | | | 167,668 | | | | 94.7 | | | STOP & SHOP | | | 2020 | | | | 2049 | | | BIG LOTS | | | 2007 | | | | 2017 | | | | | | | | | | | |
| QUEENS VILLAGE | | | 2005 | | | FEE | | | 0.5 | | | | 14,649 | | | | 100.0 | | | STRAUSS DISCOUNT AUTO | | | 2015 | | | | 2025 | | | | | | | | | | | | | | | | | | | | | |
| ROCHESTER | | | 1993 | | | FEE | | | 18.6 | | | | 185,153 | | | | 32.0 | | | TOPS SUPERMARKET | | | 2009 | | | | 2024 | | | | | | | | | | | | | | | | | | | | | |
| STATEN ISLAND | | | 2006 | | | FEE | | | 35.7 | | | | 356,779 | | | | 100.0 | | | KMART | | | 2012 | | | | 2017 | | | PATHMARK | | | 2007 | | | | 2037 | | | TOYS “R” US | | | 2015 | | | | | |
| STATEN ISLAND | | | 1989 | | | FEE | | | 16.7 | | | | 212,325 | | | | 100.0 | | | KMART | | | 2011 | | | | | | | PATHMARK | | | 2011 | | | | 2021 | | | | | | | | | | | |
| STATEN ISLAND | | | 1997 | | | GROUND LEASE (2072) | | | 7.0 | | | | 101,337 | | | | 96.4 | | | WALDBAUMS | | | 2011 | | | | 2031 | | | | | | | | | | | | | | | | | | | | | |
| STATEN ISLAND | | | 2005 | | | FEE | | | 5.5 | | | | 47,270 | | | | 100.0 | | | STAPLES | | | 2008 | | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
| STATEN ISLAND (8) | | | 2000 | | | JOINT VENTURE | | | 14.4 | | | | 177,118 | | | | 100.0 | | | TJ MAXX | | | 2010 | | | | 2025 | | | NATIONAL WHOLESALE | | | 2010 | | | | 2030 | | | MICHAELS | | | 2011 | | | | 2031 | |
| SYOSSET | | | 1967 | | | FEE | | | 2.5 | | | | 32,124 | | | | 100.0 | | | NEW YORK SPORTS CLUB | | | 2016 | | | | 2021 | | | | | | | | | | | | | | | | | | | | | |
| WESTBURY (12) | | | 2004 | | | FEE | | | 30.1 | | | | 398,602 | | | | 100.0 | | | COSTCO | | | 2009 | | | | 2043 | | | WAL-MART | | | 2019 | | | | 2069 | | | MARSHALLS | | | 2009 | | | | 2024 | |
| WHITE PLAINS | | | 2004 | | | FEE | | | 2.5 | | | | 24,577 | | | | 88.3 | | | DUANE READE | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
| YONKERS | | | 1995 | | | FEE | | | 4.4 | | | | 43,560 | | | | 100.0 | | | SHOPRITE | | | 2008 | | | | 2028 | | | | | | | | | | | | | | | | | | | | | |
| YONKERS | | | 2005 | | | FEE | | | 1.0 | | | | 10,329 | | | | 100.0 | | | STRAUSS DISCOUNT AUTO | | | 2015 | | | | 2025 | | | | | | | | | | | | | | | | | | | | | |
| YONKERS (8) (6) | | | 2000 | | | GROUND LEASE (2047)/ JOINT VENTURE | | | 6.3 | | | | 56,361 | | | | 92.0 | | | STAPLES | | | 2014 | | | | 2029 | | | | | | | | | | | | | | | | | | | | | |
| NORTH CAROLINA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BURLINGTON (5) | | | 2003 | | | FEE | | | 25.6 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CARY | | | 1998 | | | FEE | | | 10.9 | | | | 102,787 | | | | 100.0 | | | LOWES FOOD | | | 2017 | | | | 2037 | | | ECKERD | | | 2007 | | | | 2017 | | | | | | | | | | | |
| CARY | | | 1996 | | | FEE | | | 10.6 | | | | 86,015 | | | | 100.0 | | | BED BATH & BEYOND | | | 2010 | | | | 2014 | | | DICK’S SPORTING GOODS | | | 2014 | | | | 2029 | | | | | | | | | | | |
| CARY (8) | | | 2001 | | | JOINT VENTURE | | | 40.3 | | | | 315,797 | | | | 100.0 | | | BJ’S | | | 2020 | | | | 2040 | | | KOHL’S | | | 2022 | | | | 2001 | | | PETSMART | | | 2016 | | | | 2036 | |
| CARY (9) | | | 2003 | | | JOINT VENTURE | | | 24.2 | | | | 169,901 | | | | 98.5 | | | CARMIKE CINEMAS | | | 2017 | | | | 2027 | | | FOOD LION | | | 2019 | | | | | | | DOLLAR TREE | | | 2009 | | | | 2019 | |
| CHARLOTTE | | | 1986 | | | GROUND LEASE (2048) | | | 18.5 | | | | 233,800 | | | | 98.9 | | | ROSS DRESS FOR LESS | | | 2015 | | | | 2035 | | | K&G MEN’S COMPANY | | | 2008 | | | | 2018 | | | OFFICEMAX | | | 2009 | | | | 2024 | |
| CHARLOTTE | | | 1993 | | | FEE | | | 14.0 | | | | 139,269 | | | | 92.7 | | | BI-LO | | | 2009 | | | | 2029 | | | RUGGED WEARHOUSE | | | 2008 | | | | 2018 | | | FLOORS TODAY | | | 2010 | | | | 2020 | |
| CHARLOTTE | | | 1968 | | | FEE | | | 13.5 | | | | 62,300 | | | | 100.0 | | | TJ MAXX | | | 2012 | | | | 2017 | | | CVS | | | 2015 | | | | 2035 | | | | | | | | | | | |
| DURHAM | | | 1996 | | | FEE | | | 13.2 | | | | 116,186 | | | | 97.2 | | | TJ MAXX | | | 2009 | | | | 2014 | | | JO-ANN FABRICS | | | 2010 | | | | 2020 | | | | | | | | | | | |
| DURHAM (8) | | | 2002 | | | JOINT VENTURE | | | 39.5 | | | | 408,292 | | | | 100.0 | | | WAL-MART | | | 2015 | | | | 2035 | | | BEST BUY | | | 2011 | | | | 2026 | | | LINENS N THINGS | | | 2011 | | | | 2026 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| FRANKLIN | | | 1998 | | | JOINT VENTURE | | | 2.6 | | | | 26,326 | | | | 100.0 | | | BILL HOLT FORD | | | 2016 | | | | 2041 | | | | | | | | | | | | | | | | | | | | | |
| GREENSBORO | | | 1999 | | | FEE | | | 8.2 | | | | 103,494 | | | | 95.7 | | | HOBBY LOBBY | | | 2014 | | | | 2024 | | | K&G MEN’S COMPANY | | | 2015 | | | | 2025 | | | DOLLAR TREE | | | 2012 | | | | 2027 | |
| HILLSBOROUGH (5) | | | 2003 | | | FEE | | | 8.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KNIGHTDALE (4) | | | 2005 | | | JOINT VENTURE | | | 29.2 | | | | 188,000 | | | | 100.0 | | | ROSS DRESS FOR LESS | | | 2017 | | | | 2037 | | | BED BATH & BEYOND | | | 2017 | | | | 2037 | | | MICHAELS | | | 2016 | | | | 2036 | |
| PINEVILLE (13) | | | 2003 | | | JOINT VENTURE | | | 39.1 | | | | 269,710 | | | | 97.4 | | | KMART | | | 2017 | | | | 2067 | | | STEIN MART | | | 2007 | | | | 2012 | | | TJ MAXX | | | 2008 | | | | 2018 | |
| RALEIGH | | | 1993 | | | FEE | | | 35.9 | | | | 372,023 | | | | 94.1 | | | BEST BUY | | | 2010 | | | | 2020 | | | BED BATH & BEYOND | | | 2016 | | | | 2036 | | | ROSS DRESS FOR LESS | | | 2016 | | | | 2036 | |
| RALEIGH (10) | | | 2006 | | | FEE | | | 1.6 | | | | 16,030 | | | | 90.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RALEIGH (4) | | | 2003 | | | JOINT VENTURE | | | 35.4 | | | | 87,000 | | | | 100.0 | | | FOOD LION | | | 2023 | | | | 2043 | | | | | | | | | | | | | | | | | | | | | |
| RALEIGH (4) | | | 2006 | | | JOINT VENTURE | | | 8.8 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RALEIGH (4) | | | 2001 | | | JOINT VENTURE | | | 4.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WINSTON-SALEM | | | 1969 | | | FEE | | | 13.2 | | | | 137,433 | | | | 100.0 | | | HARRIS TEETER | | | 2016 | | | | 2041 | | | DOLLAR TREE | | | 2011 | | | | 2016 | | | SPORTSMAN’S SUPPLY | | | 2008 | | | | | |
| OHIO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AKRON | | | 1988 | | | FEE | | | 24.5 | | | | 138,363 | | | | 100.0 | | | GABRIEL BROTHERS | | | 2010 | | | | 2025 | | | PAT CATANS CRAFTS | | | 2013 | | | | | | | ESSENCE BEAUTY MART | | | 2008 | | | | 2014 | |
| AKRON | | | 1975 | | | FEE | | | 6.9 | | | | 75,866 | | | | 100.0 | | | GIANT EAGLE | | | 2021 | | | | 2041 | | | | | | | | | | | | | | | | | | | | | |
| BARBERTON | | | 1972 | | | FEE | | | 10.0 | | | | 101,801 | | | | 95.1 | | | GIANT EAGLE | | | 2027 | | | | 2052 | | | | | | | | | | | | | | | | | | | | | |
| BEAVERCREEK | | | 1986 | | | FEE | | | 18.2 | | | | 119,410 | | | | 95.0 | | | KROGER | | | 2018 | | | | 2048 | | | FITWORKS | | | 2007 | | | | 2013 | | | REVCO | | | 2007 | | | | 2027 | |
| BRUNSWICK | | | 1975 | | | FEE | | | 20.0 | | | | 171,223 | | | | 97.0 | | | KMART | | | 2010 | | | | 2050 | | | MARC’S | | | 2017 | | | | 2027 | | | | | | | | | | | |
| CAMBRIDGE | | | 1997 | | | FEE | | | 13.1 | | | | 78,065 | | | | 90.8 | | | TRACTOR SUPPLY CO. | | | 2010 | | | | 2020 | | | | | | | | | | | | | | | | | | | | | |
| CANTON | | | 1972 | | | FEE | | | 19.6 | | | | 172,419 | | | | 85.9 | | | BURLINGTON COAT FACTORY | | | 2018 | | | | 2043 | | | TJ MAXX | | | 2012 | | | | 2017 | | | HOMETOWN BUFFET | | | 2010 | | | | 2020 | |
| CENTERVILLE | | | 1988 | | | FEE | | | 15.2 | | | | 125,058 | | | | 82.2 | | | BED BATH & BEYOND | | | 2017 | | | | 2032 | | | THE TILE SHOP | | | 2014 | | | | 2024 | | | MICHAEL’S DAY SPA | | | 2016 | | | | 2026 | |
| CINCINNATI | | | 1988 | | | FEE | | | 29.2 | | | | 308,277 | | | | 75.9 | | | HOBBY LOBBY | | | 2012 | | | | 2022 | | | TOYS “R” US | | | 2016 | | | | 2046 | | | HAVERTY’S | | | 2019 | | | | 2034 | |
| CINCINNATI | | | 1988 | | | FEE | | | 11.6 | | | | 223,731 | | | | 99.3 | | | LOWE’S HOME CENTER | | | 2022 | | | | 2052 | | | BIG LOTS | | | 2009 | | | | 2019 | | | AJ WRIGHT | | | 2014 | | | | 2034 | |
| CINCINNATI | | | 1988 | | | GROUND LEASE (2054) | | | 8.8 | | | | 121,242 | | | | 25.7 | | | TOYS “R” US | | | 2019 | | | | 2044 | | | | | | | | | | | | | | | | | | | | | |
| CINCINNATI | | | 1999 | | | FEE | | | 16.7 | | | | 89,742 | | | | 100.0 | | | BIGGS FOODS | | | 2008 | | | | 2028 | | | | | | | | | | | | | | | | | | | | | |
| CINCINNATI | | | 2000 | | | FEE | | | 8.8 | | | | 88,317 | | | | 100.0 | | | HOBBY LOBBY | | | 2011 | | | | 2021 | | | GOLD’S GYM | | | 2017 | | | | 2027 | | | | | | | | | | | |
| CINCINNATI (8) | | | 2000 | | | JOINT VENTURE | | | 36.7 | | | | 378,901 | | | | 88.3 | | | WAL-MART | | | 2010 | | | | 2040 | | | HOBBY LOBBY | | | 2015 | | | | 2025 | | | DICK’S SPORTING GOODS | | | 2016 | | | | 2031 | |
| COLUMBUS | | | 1988 | | | FEE | | | 12.4 | | | | 191,089 | | | | 100.0 | | | KOHL’S | | | 2011 | | | | 2031 | | | KROGER | | | 2031 | | | | 2071 | | | TOYS “R” US | | | 2015 | | | | 2040 | |
| COLUMBUS | | | 1988 | | | FEE | | | 13.7 | | | | 142,743 | | | | 99.2 | | | KOHL’S | | | 2011 | | | | 2031 | | | STAPLES | | | 2010 | | | | 2020 | | | | | | | | | | | |
| COLUMBUS | | | 1988 | | | FEE | | | 12.4 | | | | 135,650 | | | | 100.0 | | | KOHL’S | | | 2011 | | | | 2031 | | | CIRCUIT CITY | | | 2019 | | | | 2039 | | | | | | | | | | | |
| COLUMBUS | | | 1988 | | | FEE | | | 17.9 | | | | 129,008 | | | | 100.0 | | | KOHL’S | | | 2011 | | | | 2031 | | | GRANT/RIVERSIDE HOSPITAL | | | 2011 | | | | | | | | | | | | | | | |
| COLUMBUS | | | 1988 | | | FEE | | | 12.5 | | | | 99,262 | | | | 100.0 | | | SOUTHLAND EXPO | | | 2007 | | | | | | | | | | | | | | | | | | | | | | | | | |
| COLUMBUS (8) | | | 2002 | | | JOINT VENTURE | | | 36.5 | | | | 254,152 | | | | 97.2 | | | LOWE’S HOME CENTER | | | 2016 | | | | 2046 | | | KROGER | | | 2017 | | | | 2037 | | | | | | | | | | | |
| COLUMBUS (8) | | | 1998 | | | JOINT VENTURE | | | 12.1 | | | | 112,862 | | | | 85.4 | | | BORDERS BOOKS | | | 2018 | | | | 2038 | | | PIER 1 IMPORTS | | | 2012 | | | | 2017 | | | FRANNYS HALLMARK | | | 2009 | | | | 2014 | |
| DAYTON | | | 1984 | | | FEE | | | 32.1 | | | | 213,666 | | | | 86.4 | | | VICTORIA’S SECRET | | | 2009 | | | | 2019 | | | KROGER | | | 2012 | | | | 2038 | | | | | | | | | | | |
| DAYTON | | | 1969 | | | GROUND LEASE (2043) | | | 22.8 | | | | 163,131 | | | | 81.6 | | | BEST BUY | | | 2008 | | | | 2028 | | | BIG LOTS | | | 2008 | | | | 2018 | | | JO-ANN FABRICS | | | 2012 | | | | | |
| DAYTON | | | 1988 | | | FEE | | | 11.2 | | | | 116,374 | | | | 100.0 | | | VALUE CITY | | | 2010 | | | | 2015 | | | THE OHIO TRADING COMPANY | | | 2007 | | | | | | | | | | | | | | | |
| HUBER HEIGHTS (8) | | | 1999 | | | JOINT VENTURE | | | 40.0 | | | | 318,468 | | | | 98.0 | | | ELDER BEERMAN | | | 2014 | | | | 2044 | | | KOHL’S | | | 2015 | | | | 2035 | | | MARSHALLS | | | 2009 | | | | 2024 | |
| KENT | | | 1988/ 1991 | | | GROUND LEASE (2013) | | | 17.6 | | | | 106,500 | | | | 100.0 | | | TOPS SUPERMARKET | | | 2026 | | | | 2096 | | | | | | | | | | | | | | | | | | | | | |
| MENTOR | | | 1988 | | | FEE | | | 25.0 | | | | 235,577 | | | | 93.6 | | | GIANT EAGLE | | | 2019 | | | | 2029 | | | BURLINGTON COAT FACTORY | | | 2014 | | | | | | | JO-ANN FABRICS | | | 2009 | | | | 2019 | |
| MENTOR | | | 1987 | | | FEE | | | 20.6 | | | | 103,910 | | | | 100.0 | | | GABRIEL BROTHERS | | | 2013 | | | | 2028 | | | BIG LOTS | | | 2014 | | | | 2034 | | | | | | | | | | | |
| MIAMISBURG | | | 1999 | | | FEE | | | 0.6 | | | | 6,000 | | | | 57.5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MIDDLEBURG HEIGHTS | | | 1988 | | | FEE | | | 8.2 | | | | 104,342 | | | | 51.5 | | | GABRIEL BROTHERS | | | 2014 | | | | 2029 | | | | | | | | | | | | | | | | | | | | | |
| NORTH OLMSTEAD | | | 1988 | | | FEE | | | 11.7 | | | | 99,862 | | | | 100.0 | | | TOPS SUPERMARKET | | | 2026 | | | | 2096 | | | | | | | | | | | | | | | | | | | | | |
| ORANGE TOWNSHIP (4) | | | 2001 | | | FEE | | | 12.2 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SHARONVILLE | | | 1977 | | | GROUND LEASE (2076)/JOINT VENTURE | | | 15.0 | | | | 130,704 | | | | 92.7 | | | GABRIEL BROTHERS | | | 2012 | | | | 2032 | | | KROGER | | | 2008 | | | | 2028 | | | UNITED ART AND EDUCATION | | | 2016 | | | | 2026 | |
| SPRINGDALE (8) | | | 2000 | | | JOINT VENTURE | | | 22.0 | | | | 253,510 | | | | 73.5 | | | WAL-MART | | | 2015 | | | | 2045 | | | HH GREGG | | | 2012 | | | | 2017 | | | DAVID’S BRIDAL | | | 2009 | | | | 2019 | |
| TROTWOOD | | | 1988 | | | FEE | | | 16.9 | | | | 141,616 | | | | 80.4 | | | VALUE CITY | | | 2010 | | | | 2020 | | | DOLLAR GENERAL | | | 2007 | | | | | | | | | | | | | | | |
| UPPER ARLINGTON | | | 1969 | | | FEE | | | 13.3 | | | | 160,702 | | | | 95.0 | | | TJ MAXX | | | 2011 | | | | 2021 | | | THE DUSTY ATTIC | | | 2011 | | | | 2016 | | | HONG KONG BUFFET | | | 2011 | | | | 2016 | |
| WESTERVILLE | | | 1993/ 1988 | | | FEE | | | 25.4 | | | | 242,124 | | | | 91.7 | | | MARC’S | | | 2015 | | | | 2025 | | | KOHL’S | | | 2016 | | | | 2036 | | | OFFICEMAX | | | 2014 | | | | 2024 | |
| WICKLIFFE | | | 1982 | | | FEE | | | 10.0 | | | | 128,180 | | | | 95.6 | | | GABRIEL BROTHERS | | | 2008 | | | | 2023 | | | BIG LOTS | | | 2010 | | | | | | | DOLLAR GENERAL | | | 2007 | | | | | |
| WILLOUGHBY HILLS | | | 1988 | | | FEE | | | 14.1 | | | | 157,424 | | | | 100.0 | | | VF OUTLET | | | 2012 | | | | 2022 | | | MARCS DRUGS | | | 2012 | | | | 2017 | | | | | | | | | | | |
| OKLAHOMA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NORMAN (8) | | | 2001 | | | JOINT VENTURE | | | 31.3 | | | | 262,624 | | | | 93.6 | | | TOYS “R” US | | | 2012 | | | | 2042 | | | ROSS DRESS FOR LESS | | | 2012 | | | | 2027 | | | BARNES & NOBLE | | | 2012 | | | | 2027 | |
| OKLAHOMA CITY | | | 1998 | | | FEE | | | 19.8 | | | | 233,797 | | | | 99.6 | | | HOME DEPOT | | | 2014 | | | | 2044 | | | GORDMANS | | | 2013 | | | | 2033 | | | BEST BUY | | | 2008 | | | | 2023 | |
| OKLAHOMA CITY | | | 1997 | | | FEE | | | 9.8 | | | | 103,027 | | | | 100.0 | | | ACADEMY SPORTS & OUTDOORS | | | 2014 | | | | 2024 | | | | | | | | | | | | | | | | | | | | | |
| SOUTH TULSA | | | 1996 | | | FEE | | | 0.0 | | | | 4,090 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OREGON | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALBANY | | | 2006 | | | JOINT VENTURE | | | 3.8 | | | | 22,700 | | | | 100.0 | | | GROCERY OUTLET | | | 2017 | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALBANY (7) | | | 2006 | | | FEE | | | 13.3 | | | | 109,891 | | | | 100.0 | | | RITE AID | | | 2008 | | | | 2053 | | | BIG LOTS | | | 2008 | | | | 2023 | | | AARON’S SALES & LEASING | | | 2009 | | | | 2019 | |
| CANBY (7_ | | | 2006 | | | FEE | | | 9.1 | | | | 115,701 | | | | 98.4 | | | SAFEWAY | | | 2023 | | | | 2083 | | | RITE AID | | | 2014 | | | | 2044 | | | CANBY ACE HARDWARE | | | 2015 | | | | 2030 | |
| CLACKAMAS (13) (6) | | | 2006 | | | JOINT VENTURE | | | 23.7 | | | | 236,713 | | | | 98.1 | | | GART SPORTS | | | 2014 | | | | 2034 | | | NORDSTROM RACK | | | 2008 | | | | 2018 | | | OLD NAVY | | | 2010 | | | | | |
| GRESHAM (7) | | | 2006 | | | FEE | | | 25.6 | | | | 265,765 | | | | 94.2 | | | PETSMART | | | 2013 | | | | 2028 | | | ROSS DRESS FOR LESS | | | 2008 | | | | | | | CRAFT WAREHOUSE | | | 2008 | | | | | |
| GRESHAM (7) | | | 2006 | | | FEE | | | 0.3 | | | | 208,276 | | | | 98.1 | | | WILD OATS MARKETS | | | 2020 | | | | 2033 | | | OFFICE DEPOT | | | 2007 | | | | 2017 | | | BIG LOTS | | | 2012 | | | | 2017 | |
| GRESHAM (7) | | | 2006 | | | FEE | | | 0.7 | | | | 107,583 | | | | 100.0 | | | FOOD 4 LESS | | | 2009 | | | | 2019 | | | CASCADE ATHLETIC CLUB | | | 2008 | | | | 2018 | | | | | | | | | | | |
| GRESHAM (7) | | | 2006 | | | FEE | | | 8.0 | | | | 92,872 | | | | 91.2 | | | DOLLAR TREE | | | 2011 | | | | 2021 | | | VOLUNTEERS OF AMERICA | | | 2007 | | | | 2017 | | | | | | | | | | | |
| HERMISTON (7) | | | 2006 | | | GROUND LEASE (2046) | | | 14.2 | | | | 149,196 | | | | 93.3 | | | SAFEWAY | | | 2008 | | | | 2038 | | | BIG LOTS | | | 2008 | | | | 2018 | | | DOLLAR TREE | | | 2011 | | | | 2021 | |
| HILLSBORO (7) | | | 2006 | | | FEE | | | 20.0 | | | | 260,954 | | | | 96.2 | | | SAFEWAY | | | 2014 | | | | 2044 | | | STAPLES | | | 2013 | | | | | | | RITE AID | | | 2014 | | | | 2044 | |
| HILLSBORO (7) | | | 2006 | | | FEE | | | 20.0 | | | | 210,992 | | | | 97.5 | | | SAFEWAY | | | 2010 | | | | | | | RITE AID | | | 2010 | | | | | | | HILLSBORO PUBLIC LIBRARY | | | 2007 | | | | | |
| HOOD RIVER (7) | | | 2006 | | | FEE | | | 8.3 | | | | 108,554 | | | | 100.0 | | | ROSAUERS | | | 2021 | | | | 2039 | | | HI SCHOOL PHARMACY | | | 2010 | | | | 2015 | | | VALUE-MART | | | 2007 | | | | 2012 | |
| MCMINNVILLE (4) | | | 2006 | | | JOINT VENTURE | | | 90.5 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MEDFORD (7) | | | 2006 | | | FEE | | | 30.1 | | | | 335,043 | | | | 99.3 | | | SEARS | | | 2014 | | | | 2044 | | | TINSELTOWN | | | 2017 | | | | 2037 | | | 24 HOUR FITNESS | | | 2015 | | | | 2026 | |
| MEDFORD (7) | | | 2006 | | | FEE | | | 16.9 | | | | 183,850 | | | | 96.0 | | | BI-MART | | | 2007 | | | | 2012 | | | TJ MAXX | | | 2012 | | | | 2022 | | | BIG LOTS | | | 2008 | | | | 2023 | |
| MILWAUKIE (7) | | | 2006 | | | GROUND LEASE (2041) | | | 16.3 | | | | 185,859 | | | | 100.0 | | | ALBERTSONS | | | 2013 | | | | | | | RITE AID | | | 2015 | | | | | | | JO-ANN FABRICS | | | 2008 | | | | 2018 | |
| MILWAUKIE (7) | | | 2006 | | | FEE | | | 4.2 | | | | 50,862 | | | | 100.0 | | | OFFICEMAX/COPY MAX | | | 2010 | | | | 2020 | | | | | | | | | | | | | | | | | | | | | |
| OREGON CITY (7) | | | 2006 | | | FEE | | | 17.6 | | | | 246,855 | | | | 97.0 | | | COASTAL FARM & HOME SUPPLY | | | 2009 | | | | 2019 | | | RITE AID | | | 2011 | | | | 2016 | | | FISHERMEN’S MARINE SUPPLY | | | 2021 | | | | 2026 | |
| PORTLAND (7) | | | 2006 | | | FEE | | | 10.6 | | | | 115,635 | | | | 96.8 | | | SAFEWAY | | | 2017 | | | | 2047 | | | DOLLAR TREE | | | 2012 | | | | 2017 | | | | | | | | | | | |
| PORTLAND (7) | | | 2006 | | | FEE | | | 1.5 | | | | 112,755 | | | | 98.7 | | | STAPLES | | | 2015 | | | | 2030 | | | WALGREENS | | | 2021 | | | | 2060 | | | | | | | | | | | |
| PORTLAND (7) | | | 2006 | | | FEE | | | 2.1 | | | | 38,363 | | | | 98.3 | | | QFC | | | 2019 | | | | 2044 | | | | | | | | | | | | | | | | | | | | | |
| SANDY (7) | | | 2006 | | | FEE | | | 9.3 | | | | 101,438 | | | | 62.3 | | | HI SCHOOL PHARMACY | | | 2007 | | | | | | | DOLLAR TREE | | | 2009 | | | | 2019 | | | | | | | | | | | |
| SPRINGFIELD (7) | | | 2006 | | | FEE | | | 8.7 | | | | 96,027 | | | | 95.6 | | | SAFEWAY | | | 2008 | | | | 2043 | | | | | | | | | | | | | | | | | | | | | |
| TROUTDALE (7) | | | 2006 | | | FEE | | | 9.8 | | | | 98,137 | | | | 57.0 | | | LAMBS THRIFTWAY | | | 2021 | | | | 2031 | | | | | | | | | | | | | | | | | | | | | |
| PENNSLYVANIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BLUE BELL | | | 1996 | | | FEE | | | 17.7 | | | | 120,211 | | | | 100.0 | | | KOHL’S | | | 2016 | | | | 2036 | | | HOME GOODS | | | 2013 | | | | 2033 | | | | | | | | | | | |
| CARLISLE (14) | | | 2005 | | | JOINT VENTURE | | | 12.2 | | | | 90,289 | | | | 93.4 | | | GIANT FOOD | | | 2016 | | | | 2046 | | | | | | | | | | | | | | | | | | | | | |
| CHAMBERSBURG (4) | | | 2006 | | | FEE | | | 45.3 | | | | 251,000 | | | | 100.0 | | | KOHL’S | | | 2028 | | | | 2058 | | | GIANT FOOD | | | 2027 | | | | 2067 | | | MICHAELS | | | 2017 | | | | 2037 | |
| CHAMBERSBURG (9) | | | 2004 | | | JOINT VENTURE | | | 12.9 | | | | 129,754 | | | | 96.5 | | | GIANT FOOD | | | 2040 | | | | 2040 | | | WINE & SPIRITS SHOPPE | | | 2011 | | | | 2016 | | | | | | | | | | | |
| CHIPPEWA | | | 2000 | | | FEE | | | 22.4 | | | | 215,206 | | | | 100.0 | | | KMART | | | 2018 | | | | 2068 | | | HOME DEPOT | | | 2018 | | | | 2068 | | | | | | | | | | | |
| DUQUESNE | | | 1993 | | | FEE | | | 8.8 | | | | 69,733 | | | | 18.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EAGLEVILLE | | | 1973 | | | FEE | | | 15.2 | | | | 165,385 | | | | 94.9 | | | KMART | | | 2009 | | | | 2024 | | | GENUARDI’S | | | 2011 | | | | 2025 | | | | | | | | | | | |
| EAST NORRITON | | | 1984 | | | FEE | | | 12.5 | | | | 133,569 | | | | 100.0 | | | SHOPRITE | | | 2022 | | | | 2037 | | | STAPLES | | | 2008 | | | | 2023 | | | JO-ANN FABRICS | | | 2012 | | | | | |
| EAST STROUDSBURG | | | 1973 | | | FEE | | | 15.3 | | | | 168,506 | | | | 100.0 | | | KMART | | | 2007 | | | | 2022 | | | WEIS MARKETS | | | 2007 | | | | | | | | | | | | | | | |
| EASTWICK | | | 1997 | | | FEE | | | 3.4 | | | | 36,511 | | | | 100.0 | | | MERCY HOSPITAL | | | 2017 | | | | 2022 | | | | | | | | | | | | | | | | | | | | | |
| EXTON | | | 1996 | | | FEE | | | 9.8 | | | | 85,184 | | | | 100.0 | | | KOHL’S | | | 2016 | | | | 2036 | | | | | | | | | | | | | | | | | | | | | |
| EXTON | | | 1990 | | | FEE | | | 6.1 | | | | 60,685 | | | | 100.0 | | | ACME MARKETS | | | 2015 | | | | 2045 | | | | | | | | | | | | | | | | | | | | | |
| FEASTERVILLE | | | 1996 | | | FEE | | | 4.6 | | | | 86,575 | | | | 100.0 | | | VALUE CITY | | | 2011 | | | | 2026 | | | | | | | | | | | | | | | | | | | | | |
| GETTYSBURG | | | 1986 | | | FEE | | | 2.4 | | | | 14,584 | | | | 100.0 | | | RITE AID | | | 2026 | | | | 2046 | | | | | | | | | | | | | | | | | | | | | |
| GREENSBURG | | | 2002 | | | JOINT VENTURE | | | 5.0 | | | | 50,000 | | | | 100.0 | | | TJ MAXX | | | 2010 | | | | 2020 | | | MICHAELS | | | 2010 | | | | 2020 | | | | | | | | | | | |
| HAMBURG | | | 2001 | | | FEE | | | 3.0 | | | | 15,400 | | | | 100.0 | | | LEHIGH VALLEY HEALTH | | | 2016 | | | | 2026 | | | | | | | | | | | | | | | | | | | | | |
| HARRISBURG | | | 1972 | | | FEE | | | 17.0 | | | | 175,917 | | | | 100.0 | | | GANDER MOUNTAIN | | | 2013 | | | | 2028 | | | AMERICAN SIGNATURE | | | 2011 | | | | 2026 | | | SUPERPETZ | | | 2007 | | | | 2022 | |
35
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| HAVERTOWN | | | 1996 | | | FEE | | | 9.0 | | | | 80,938 | | | | 100.0 | | | KOHL’S | | | 2016 | | | | 2036 | | | | | | | | | | | | | | | | | | | | | |
| HORSHAM (14) | | | 2005 | | | JOINT VENTURE | | | 8.3 | | | | 75,206 | | | | 100.0 | | | GIANT FOOD | | | 2022 | | | | 2048 | | | | | | | | | | | | | | | | | | | | | |
| LANDSDALE | | | 1996 | | | GROUND LEASE (2037) | | | 1.4 | | | | 84,470 | | | | 100.0 | | | KOHL’S | | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | |
| MONROEVILLE (14) | | | 2005 | | | FEE | | | 13.7 | | | | 143,200 | | | | 89.6 | | | PETSMART | | | 2019 | | | | 2034 | | | BED BATH & BEYOND | | | 2020 | | | | 2034 | | | MICHAELS | | | 2009 | | | | 2029 | |
| MONTGOMERY (8) | | | 2002 | | | JOINT VENTURE | | | 45.0 | | | | 257,565 | | | | 100.0 | | | GIANT FOOD | | | 2020 | | | | 2050 | | | BED BATH & BEYOND | | | 2016 | | | | 2030 | | | COMPUSA | | | 2014 | | | | 2028 | |
| MORRISVILLE | | | 1996 | | | FEE | | | 14.4 | | | | 2,437 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEW KENSINGTON | | | 1986 | | | FEE | | | 12.5 | | | | 108,950 | | | | 100.0 | | | GIANT EAGLE | | | 2016 | | | | 2033 | | | | | | | | | | | | | | | | | | | | | |
| PHILADELPHIA | | | 2006 | | | JOINT VENTURE | | | 18.0 | | | | 294,751 | | | | 98.4 | | | SEARS | | | 2019 | | | | 2039 | | | | | | | | | | | | | | | | | | | | | |
| PHILADELPHIA | | | 1996 | | | GROUND LEASE (2035) | | | 6.8 | | | | 133,309 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PHILADELPHIA | | | 1996 | | | FEE | | | 6.3 | | | | 82,345 | | | | 100.0 | | | KOHL’S | | | 2016 | | | | 2036 | | | | | | | | | | | | | | | | | | | | | |
| PHILADELPHIA | | | 1998 | | | JOINT VENTURE | | | 7.5 | | | | 75,303 | | | | 100.0 | | | NORTHEAST AUTO OUTLET | | | 2015 | | | | 2050 | | | | | | | | | | | | | | | | | | | | | |
| PHILADELPHIA | | | 2005 | | | FEE | | | 0.4 | | | | 9,343 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PHILADELPHIA (3) | | | 1995 | | | JOINT VENTURE | | | 22.6 | | | | 274,412 | | | | 100.0 | | | SUPER FRESH | | | 2022 | | | | 2047 | | | PETSMART | | | 2011 | | | | 2016 | | | AMC ORLEANS 8 | | | 2007 | | | | | |
| PHILADELPHIA (3) | | | 1983 | | | JOINT VENTURE | | | 8.1 | | | | 198,721 | | | | 100.0 | | | JCPENNEY | | | 2012 | | | | 2037 | | | TOYS “R” US | | | 2012 | | | | 2052 | | | | | | | | | | | |
| PIITSBURGH | | | 2004 | | | FEE | | | 46.8 | | | | 467,927 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| POTTSTOWN (9) | | | 2004 | | | FEE | | | 15.7 | | | | 161,727 | | | | 95.5 | | | GIANT FOOD | | | 2014 | | | | 2049 | | | TRACTOR SUPPLY CO. | | | 2012 | | | | 2027 | | | TJ MAXX | | | 2009 | | | | 2019 | |
| RICHBORO | | | 1986 | | | FEE | | | 14.5 | | | | 110,357 | | | | 100.0 | | | SUPER FRESH | | | 2018 | | | | 2058 | | | | | | | | | | | | | | | | | | | | | |
| SCOTT TOWNSHIP | | | 2000 | | | GROUND LEASE (2052) | | | 6.9 | | | | 69,288 | | | | 100.0 | | | WAL-MART | | | 2032 | | | | 2052 | | | | | | | | | | | | | | | | | | | | | |
| SHREWSBURY (13) | | | 2004 | | | JOINT VENTURE | | | 21.2 | | | | 94,706 | | | | 100.0 | | | GIANT FOOD | | | 2023 | | | | 2053 | | | | | | | | | | | | | | | | | | | | | |
| SPRINGFIELD | | | 1983 | | | FEE | | | 19.7 | | | | 212,188 | | | | 90.9 | | | VALUE CITY | | | 2013 | | | | 2043 | | | STAPLES | | | 2008 | | | | 2023 | | | | | | | | | | | |
| UPPER DARBY | | | 1996 | | | JOINT VENTURE | | | 16.3 | | | | 48,936 | | | | 88.2 | | | MERCY HOSPITAL | | | 2010 | | | | | | | BRIGHTSIDE ACADEMY | | | 2013 | | | | 2022 | | | | | | | | | | | |
| WEST MIFFLIN | | | 1986 | | | GROUND LEASE (2032) | | | 8.3 | | | | 84,279 | | | | 100.0 | | | BIG LOTS | | | 2012 | | | | 2032 | | | | | | | | | | | | | | | | | | | | | |
| WHITEHALL | | | 2005 | | | JOINT VENTURE | | | 15.1 | | | | 151,418 | | | | 100.0 | | | GIANT FOOD | | | 2014 | | | | | | | JO-ANN FABRICS | | | 2007 | | | | | | | BARNES & NOBLE | | | 2011 | | | | | |
| WHITEHALL | | | 1996 | | | GROUND LEASE (2081) | | | 6.0 | | | | 84,524 | | | | 100.0 | | | KOHL’S | | | 2016 | | | | 2036 | | | | | | | | | | | | | | | | | | | | | |
| YORK | | | 1986 | | | FEE | | | 13.7 | | | | 58,244 | | | | 68.7 | | | ADVANCE AUTO PARTS | | | 2007 | | | | | | | | | | | | | | | | | | | | | | | | | |
| YORK | | | 1986 | | | FEE | | | 3.3 | | | | 35,500 | | | | 100.0 | | | GIANT FOOD | | | 2012 | | | | 2017 | | | | | | | | | | | | | | | | | | | | | |
| PUERTO RICO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BAYAMON | | | 2006 | | | FEE | | | 16.5 | | | | 186,400 | | | | 98.4 | | | AMIGO SUPERMARKET | | | 2027 | | | | 2047 | | | OFFICEMAX | | | 2015 | | | | 2030 | | | CHUCK E. CHEESE | | | 2013 | | | | 2023 | |
| CAGUAS | | | 2006 | | | FEE | | | 20.0 | | | | 572,188 | | | | 98.9 | | | COSTCO | | | 2026 | | | | 2046 | | | JCPENNEY | | | 2020 | | | | 2050 | | | OFFICEMAX | | | 2010 | | | | 2025 | |
| CAROLINA | | | 2006 | | | FEE | | | 28.5 | | | | 570,610 | | | | 97.8 | | | HOME DEPOT | | | 2026 | | | | 2047 | | | KMART | | | 2019 | | | | 2070 | | | PUEBLO INTERNATIONAL | | | 2015 | | | | 2045 | |
| MANATI | | | 2006 | | | FEE | | | 6.7 | | | | 69,640 | | | | 95.7 | | | GRANDE SUPERMARKET | | | 2009 | | | | | | | | | | | | | | | | | | | | | | | | | |
| MAYAGUEZ | | | 2006 | | | FEE | | | 32.5 | | | | 348,593 | | | | 100.0 | | | HOME DEPOT | | | 2026 | | | | 2047 | | | SAM’S CLUB | | | 2019 | | | | 2069 | | | CARIBBEAN CINEMA | | | 2028 | | | | 2038 | |
| PONCE | | | 2006 | | | FEE | | | 12.1 | | | | 192,701 | | | | 99.0 | | | 2000 CINEMA CORP. | | | 2032 | | | | 2052 | | | SUPERMERCADOS MAXIMO | | | 2026 | | | | 2046 | | | DAVID’S BRIDAL | | | 2011 | | | | 2021 | |
| TRUJILLO ALTO | | | 2006 | | | FEE | | | 20.1 | | | | 201,324 | | | | 96.8 | | | KMART | | | 2009 | | | | 2055 | | | PUEBLO SUPERMARKET | | | 2014 | | | | 2024 | | | FARMACIAS EL AMAL | | | 2015 | | | | | |
| RHODE ISLAND | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CRANSTON | | | 1998 | | | FEE | | | 11.0 | | | | 129,907 | | | | 89.6 | | | BOB’S STORES | | | 2008 | | | | 2028 | | | MARSHALLS | | | 2011 | | | | 2021 | | | | | | | | | | | |
| PROVIDENCE | | | 2003 | | | GROUND LEASE (2022)/JOINT VENTURE | | | 13.0 | | | | 71,735 | | | | 95.5 | | | STOP & SHOP | | | 2022 | | | | 2072 | | | | | | | | | | | | | | | | | | | | | |
| SOUTH CAROLINA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHARLESTON | | | 1995 | | | FEE | | | 17.2 | | | | 186,740 | | | | 100.0 | | | TJ MAXX | | | 2009 | | | | 2014 | | | OFFICE DEPOT | | | 2011 | | | | 2016 | | | MARSHALLS | | | 2011 | | | | | |
| CHARLESTON | | | 1978 | | | FEE | | | 17.6 | | | | 128,658 | | | | 99.4 | | | STEIN MART | | | 2011 | | | | 2016 | | | FLOOR IT NOW | | | 2012 | | | | | | | TUESDAY MORNING | | | 2015 | | | | 2021 | |
| FLORENCE | | | 1997 | | | FEE | | | 21.0 | | | | 113,922 | | | | 81.8 | | | HAMRICKS | | | 2011 | | | | | | | STAPLES | | | 2010 | | | | 2035 | | | DOLLAR TREE | | | 2008 | | | | 2018 | |
| GREENVILLE | | | 1997 | | | FEE | | | 20.4 | | | | 148,532 | | | | 92.8 | | | STEVE & BARRY’S UNIVERSITY | | | 2014 | | | | 2021 | | | BABIES R US | | | 2012 | | | | 2022 | | | | | | | | | | | |
| GREENVILLE (12) | | | 2004 | | | FEE | | | 31.8 | | | | 295,928 | | | | 98.1 | | | INGLES MARKETS | | | 2021 | | | | 2076 | | | GOODY’S FAMILY CLOTHING | | | 2010 | | | | 2025 | | | TJ MAXX | | | 2010 | | | | 2025 | |
| NORTH CHARLESTON | | | 2000/ 1997 | | | FEE | | | 27.3 | | | | 267,632 | | | | 89.4 | | | SPORTS AUTHORITY | | | 2013 | | | | 2033 | | | CIRCUIT CITY | | | 2019 | | | | 2029 | | | MARSHALLS | | | 2008 | | | | 2013 | |
| TENNESSEE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BELLEVUE (4) | | | 2006 | | | JOINT VENTURE | | | 30.6 | | | | 53,000 | | | | 100.0 | | | PUBLIX | | | 2027 | | | | 2057 | | | | | | | | | | | | | | | | | | | | | |
| CHATTANOOGA | | | 1973 | | | GROUND LEASE (2074) | | | 7.6 | | | | 50,588 | | | | 89.6 | | | SAVE-A-LOT | | | 2009 | | | | 2014 | | | | | | | | | | | | | | | | | | | | | |
| CHATTANOOGA | | | 2002 | | | JOINT VENTURE | | | 5.0 | | | | 50,000 | | | | 100.0 | | | HOME GOODS | | | 2010 | | | | 2020 | | | MICHAELS | | | 2017 | | | | 2037 | | | | | | | | | | | |
| MADISON | | | 2004 | | | FEE | | | 25.4 | | | | 240,318 | | | | 98.1 | | | JO-ANN FABRICS | | | 2009 | | | | 2024 | | | CIRCUIT CITY | | | 2009 | | | | 2039 | | | TJ MAXX | | | 2010 | | | | 2020 | |
| MADISON | | | 1978 | | | GROUND LEASE (2039) | | | 14.5 | | | | 175,593 | | | | 98.1 | | | OLD TIME POTTERY | | | 2013 | | | | 2023 | | | WAL-MART | | | 2014 | | | | 2039 | | | | | | | | | | | |
| MADISON (8) | | | 1999 | | | JOINT VENTURE | | | 21.1 | | | | 189,401 | | | | 97.4 | | | DICK’S SPORTING GOODS | | | 2017 | | | | 2032 | | | BEST BUY | | | 2014 | | | | 2029 | | | GOODY’S FAMILY CLOTHING | | | 2010 | | | | 2020 | |
| MEMPHIS | | | 1991 | | | FEE | | | 14.7 | | | | 167,243 | | | | 87.0 | | | TOYS “R” US | | | 2017 | | | | 2042 | | | OFFICEMAX | | | 2008 | | | | 2028 | | | KIDS R US | | | 2019 | | | | 2044 | |
| MEMPHIS | | | 2000 | | | FEE | | | 8.8 | | | | 87,962 | | | | 100.0 | | | OLD TIME POTTERY | | | 2010 | | | | 2025 | | | | | | | | | | | | | | | | | | | | | |
| MEMPHIS (7) | | | 2006 | | | FEE | | | 6.0 | | | | 51,542 | | | | 75.6 | | | HANCOCK FABRICS | | | 2010 | | | | 2025 | | | | | | | | | | | | | | | | | | | | | |
| MEMPHIS (8) | | | 2001 | | | JOINT VENTURE | | | 3.9 | | | | 40,000 | | | | 100.0 | | | BED BATH & BEYOND | | | 2012 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| NASHVILLE | | | 1986 | | | FEE | | | 16.9 | | | | 172,135 | | | | 97.5 | | | STEIN MART | | | 2008 | | | | 2013 | | | ASHLEY FURNITURE | | | 2012 | | | | 2022 | | | BED BATH & BEYOND | | | 2013 | | | | 2028 | |
| NASHVILLE | | | 1998 | | | FEE | | | 10.2 | | | | 109,012 | | | | 92.6 | | | MARSHALLS | | | 2007 | | | | | | | OFFICEMAX | | | 2009 | | | | 2019 | | | OLD COUNTRY BUFFET | | | 2011 | | | | 2016 | |
| NASHVILLE (8) | | | 1999 | | | JOINT VENTURE | | | 9.3 | | | | 99,909 | | | | 92.5 | | | BEST BUY | | | 2014 | | | | 2029 | | | OFFICEMAX | | | 2015 | | | | 2035 | | | | | | | | | | | |
| TEXAS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALLEN | | | 2006 | | | JOINT VENTURE | | | 2.1 | | | | 21,162 | | | | 100.0 | | | CREME DE LA CREME | | | 2026 | | | | 2046 | | | | | | | | | | | | | | | | | | | | | |
| AMARILLO (8) | | | 1997 | | | JOINT VENTURE | | | 9.3 | | | | 343,989 | | | | 99.6 | | | HOME DEPOT | | | 2019 | | | | 2069 | | | KOHL’S | | | 2025 | | | | 2055 | | | CIRCUIT CITY | | | 2010 | | | | 2035 | |
| AMARILLO (8) | | | 2003 | | | JOINT VENTURE | | | 10.6 | | | | 142,747 | | | | 99.2 | | | ROSS DRESS FOR LESS | | | 2012 | | | | 2037 | | | BED BATH & BEYOND | | | 2012 | | | | 2032 | | | JO-ANN FABRICS | | | 2012 | | | | 2032 | |
| ARLINGTON | | | 1997 | | | FEE | | | 8.0 | | | | 96,127 | | | | 100.0 | | | HOBBY LOBBY | | | 2008 | | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
| AUSTIN | | | 1998 | | | FEE | | | 15.4 | | | | 157,852 | | | | 90.5 | | | HEB GROCERY | | | 2011 | | | | 2026 | | | BROKERS NATIONAL LIFE | | | 2013 | | | | | | | | | | | | | | | |
| AUSTIN | | | 2003 | | | JOINT VENTURE | | | 10.8 | | | | 108,028 | | | | 100.0 | | | FRY’S ELECTRONICS | | | 2018 | | | | 2048 | | | | | | | | | | | | | | | | | | | | | |
| AUSTIN (13) (6) | | | 2006 | | | JOINT VENTURE | | | 20.9 | | | | 209,393 | | | | 96.0 | | | BED BATH & BEYOND | | | 2011 | | | | 2021 | | | ROSS DRESS FOR LESS | | | 2008 | | | | 2023 | | | TJ MAXX | | | 2012 | | | | 2017 | |
| AUSTIN (13) (6) | | | 2006 | | | JOINT VENTURE | | | 20.8 | | | | 138,422 | | | | 98.5 | | | RANDALLS FOOD & DRUGS | | | 2009 | | | | 2019 | | | | | | | | | | | | | | | | | | | | | |
| AUSTIN (8) | | | 1998 | | | JOINT VENTURE | | | 18.2 | | | | 191,760 | | | | 86.6 | | | CIRCUIT CITY | | | 2017 | | | | 2037 | | | BABIES R US | | | 2012 | | | | 2027 | | | WORLD MARKET | | | 2011 | | | | 2026 | |
| BAYTOWN | | | 1996 | | | FEE | | | 8.7 | | | | 86,240 | | | | 100.0 | | | HOBBY LOBBY | | | 2008 | | | | 2018 | | | ROSS DRESS FOR LESS | | | 2012 | | | | 2032 | | | | | | | | | | | |
| BROWNSVILLE (4) | | | 2005 | | | JOINT VENTURE | | | 30.1 | | | | 197,000 | | | | 100.0 | | | MERVYN’S | | | 2026 | | | | 2046 | | | TJ MAXX | | | 2016 | | | | 2036 | | | PETSMART | | | 2016 | | | | 2041 | |
| BURLESON (4) | | | 2000 | | | JOINT VENTURE | | | 46.7 | | | | 64,000 | | | | 100.0 | | | OLD NAVY | | | 2010 | | | | 2025 | | | ULTA | | | 2015 | | | | 2025 | | | | | | | | | | | |
| COLLEYVILLE | | | 2006 | | | JOINT VENTURE | | | 2.0 | | | | 20,188 | | | | 100.0 | | | CREME DE LA CREME | | | 2026 | | | | 2046 | | | | | | | | | | | | | | | | | | | | | |
| CONROE (13) | | | 2006 | | | JOINT VENTURE | | | 30.0 | | | | 299,921 | | | | 82.7 | | | FINGERS FURNITURE | | | 2021 | | | | 2041 | | | TJ MAXX | | | 2016 | | | | 2036 | | | ROSS DRESS FOR LESS | | | 2017 | | | | 2037 | |
| COPPELL | | | 2006 | | | JOINT VENTURE | | | 2.0 | | | | 20,425 | | | | 100.0 | | | CREME DE LA CREME | | | 2026 | | | | 2046 | | | | | | | | | | | | | | | | | | | | | |
| CORPUS CHRISTI | | | 1997 | | | GROUND LEASE (2065) | | | 12.5 | | | | 125,454 | | | | 100.0 | | | BEST BUY | | | 2016 | | | | 2030 | | | ROSS DRESS FOR LESS | | | 2011 | | | | 2030 | | | BED BATH & BEYOND | | | 2018 | | | | 2032 | |
| DALLAS | | | 1969 | | | JOINT VENTURE | | | 75.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DALLAS (8) | | | 1998 | | | JOINT VENTURE | | | 6.8 | | | | 83,867 | | | | 100.0 | | | ROSS DRESS FOR LESS | | | 2012 | | | | 2017 | | | OFFICEMAX | | | 2009 | | | | 2024 | | | BIG LOTS | | | 2012 | | | | 2032 | |
| DALLAS (9) (6) | | | 2002 | | | JOINT VENTURE | | | 9.6 | | | | 125,195 | | | | 93.0 | | | TOM THUMB | | | 2017 | | | | 2032 | | | | | | | | | | | | | | | | | | | | | |
| EAST PLANO | | | 1996 | | | FEE | | | 9.0 | | | | 100,598 | | | | 100.0 | | | HOME DEPOT EXPO | | | 2024 | | | | 2054 | | | | | | | | | | | | | | | | | | | | | |
| FORT WORTH (4) | | | 2003 | | | JOINT VENTURE | | | 45.5 | | | | 200,000 | | | | 100.0 | | | MARSHALLS | | | 2015 | | | | 2035 | | | ROSS DRESS FOR LESS | | | 2017 | | | | 2042 | | | OFFICE DEPOT | | | 2021 | | | | 2041 | |
| FRISCO (4) | | | 2006 | | | JOINT VENTURE | | | 38.7 | | | | 106,000 | | | | 100.0 | | | SPROUTS SUPERMARKET | | | 2022 | | | | 2042 | | | | | | | | | | | | | | | | | | | | | |
| GRAND PRAIRIE (4) | | | 2006 | | | JOINT VENTURE | | | 56.5 | | | | 69,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HARRIS COUNTY (14) | | | 2005 | | | JOINT VENTURE | | | 11.4 | | | | 144,055 | | | | 100.0 | | | BEST BUY | | | 2015 | | | | 2035 | | | LINENS N THINGS | | | 2015 | | | | 2030 | | | BARNES & NOBLE | | | 2014 | | | | 2029 | |
| HOUSTON | | | 1998 | | | FEE | | | 40.0 | | | | 397,899 | | | | 97.8 | | | HOBBY LOBBY | | | 2017 | | | | 2027 | | | OSHMAN SPORTING | | | 2009 | | | | 2024 | | | BEL FURNITURE | | | 2010 | | | | 2015 | |
| HOUSTON | | | 1997 | | | FEE | | | 8.0 | | | | 113,831 | | | | 84.3 | | | HEB PANTRY STORE | | | 2007 | | | | 2027 | | | PALAIS ROYAL | | | 2007 | | | | 2022 | | | | | | | | | | | |
| HOUSTON | | | 1996 | | | FEE | | | 8.2 | | | | 96,500 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2019 | | | | 2034 | | | | | | | | | | | | | | | | | | | | | |
| HOUSTON | | | 1999 | | | FEE | | | 5.6 | | | | 84,188 | | | | 75.5 | | | OFFICE DEPOT | | | 2007 | | | | 2022 | | | METROPOLITAN FURNITURE | | | 2013 | | | | 2023 | | | | | | | | | | | |
| HOUSTON (13) | | | 2006 | | | JOINT VENTURE | | | 19.0 | | | | 196,044 | | | | 96.0 | | | TJ MAXX | | | 2015 | | | | 2035 | | | ROSS DRESS FOR LESS | | | 2016 | | | | 2036 | | | BED BATH & BEYOND | | | 2016 | | | | 2041 | |
| HOUSTON (14) | | | 2006 | | | FEE | | | 32.0 | | | | 350,398 | | | | 92.2 | | | MARSHALLS | | | 2011 | | | | 2026 | | | BED BATH & BEYOND | | | 2012 | | | | 2032 | | | OFFICEMAX | | | 2014 | | | | 2034 | |
| HOUSTON (4) | | | 2005 | | | JOINT VENTURE | | | 8.2 | | | | 30,000 | | | | 100.0 | | | BEST BUY | | | 2017 | | | | 2037 | | | | | | | | | | | | | | | | | | | | | |
| HOUSTON (9) | | | 2003 | | | JOINT VENTURE | | | 17.1 | | | | 185,332 | | | | 92.9 | | | ROSS DRESS FOR LESS | | | 2013 | | | | 2033 | | | OFFICE DEPOT | | | 2012 | | | | 2032 | | | OLD NAVY | | | 2012 | | | | 2022 | |
| LAREDO (9) | | | 2004 | | | JOINT VENTURE | | | 25.8 | | | | 257,981 | | | | 98.7 | | | TOYS “R” US | | | 2018 | | | | 2068 | | | CINEMARK | | | 2013 | | | | 2033 | | | LINENS N THINGS | | | 2015 | | | | 2030 | |
| LEWISVILLE | | | 1998 | | | FEE | | | 7.6 | | | | 123,560 | | | | 98.0 | | | BABIES R US | | | 2009 | | | | 2027 | | | BED BATH & BEYOND | | | 2018 | | | | 2033 | | | BROYHILL HOME COLLECTIONS | | | 2015 | | | | 2025 | |
| LEWISVILLE | | | 1998 | | | FEE | | | 9.4 | | | | 93,668 | | | | 71.6 | | | DSW SHOE WAREHOUSE | | | 2008 | | | | 2028 | | | PETLAND | | | 2009 | | | | 2019 | | | | | | | | | | | |
| LEWISVILLE | | | 1998 | | | FEE | | | 11.2 | | | | 74,837 | | | | 82.8 | | | BALLY TOTAL FITNESS | | | 2007 | | | | 2022 | | | TALBOTS OUTLET | | | 2009 | | | | 2017 | | | | | | | | | | | |
| LUBBOCK | | | 1998 | | | FEE | | | 9.6 | | | | 108,326 | | | | 98.6 | | | PETSMART | | | 2015 | | | | 2040 | | | OFFICEMAX | | | 2009 | | | | 2029 | | | BARNES & NOBLE | | | 2010 | | | | 2025 | |
| MESQUITE | | | 1998 | | | FEE | | | 15.0 | | | | 209,766 | | | | 92.9 | | | BEST BUY | | | 2009 | | | | 2024 | | | ASHLEY FURNITURE | | | 2012 | | | | 2017 | | | PETSMART | | | 2007 | | | | 2027 | |
| MESQUITE | | | 1974 | | | FEE | | | 9.0 | | | | 79,550 | | | | 100.0 | | | KROGER | | | 2012 | | | | 2037 | | | | | | | | | | | | | | | | | | | | | |
| N. BRAUNFELS | | | 2003 | | | JOINT VENTURE | | | 8.6 | | | | 86,479 | | | | 100.0 | | | KOHL’S | | | 2014 | | | | 2064 | | | | | | | | | | | | | | | | | | | | | |
36
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| PASADENA (8) | | | 2001 | | | JOINT VENTURE | | | 24.6 | | | | 240,907 | | | | 100.0 | | | BEST BUY | | | 2012 | | | | 2027 | | | ROSS DRESS FOR LESS | | | 2012 | | | | 2032 | | | MARSHALLS | | | 2012 | | | | 2027 | |
| PASADENA (8) | | | 1999 | | | JOINT VENTURE | | | 15.1 | | | | 169,190 | | | | 100.0 | | | PETSMART | | | 2015 | | | | 2030 | | | OFFICEMAX | | | 2014 | | | | 2029 | | | MICHAELS | | | 2009 | | | | 2024 | |
| PLANO | | | 2005 | | | FEE | | | 0.0 | | | | 149,343 | | | | 100.0 | | | HOME DEPOT | | | 2027 | | | | 2057 | | | | | | | | | | | | | | | | | | | | | |
| RICHARDSON (8) | | | 1998 | | | JOINT VENTURE | | | 11.7 | | | | 115,579 | | | | 79.5 | | | OFFICEMAX | | | 2011 | | | | 2026 | | | BALLY TOTAL FITNESS | | | 2009 | | | | 2019 | | | FOX & HOUND | | | 2012 | | | | 2022 | |
| STAFFORD (8) | | | 2002 | | | JOINT VENTURE | | | 54.3 | | | | 589,201 | | | | 96.6 | | | LOEWS THEATRES | | | 2017 | | | | 2047 | | | HOBBY LOBBY | | | 2016 | | | | 2026 | | | OSHMAN SPORTING | | | 2017 | | | | 2037 | |
| TEMPLE (14) | | | 2005 | | | JOINT VENTURE | | | 27.5 | | | | 274,786 | | | | 90.4 | | | HOBBY LOBBY | | | 2021 | | | | 2036 | | | ROSS DRESS FOR LESS | | | 2012 | | | | 2037 | | | GOODY’S FAMILY CLOTHING | | | 2011 | | | | 2021 | |
| WOODLANDS (4) | | | 2002 | | | JOINT VENTURE | | | 34.0 | | | | 456,000 | | | | 100.0 | | | BORDERS BOOKS | | | 2024 | | | | 2044 | | | CINEMARK | | | 2020 | | | | 2040 | | | TOMMY BAHAMA’S | | | 2015 | | | | 2030 | |
| UTAH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OGDEN | | | 1967 | | | FEE | | | 11.4 | | | | 142,628 | | | | 100.0 | | | COSTCO | | | 2033 | | | | 2073 | | | | | | | | | | | | | | | | | | | | | |
| VERMONT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MANCHESTER | | | 2004 | | | FEE | | | 9.5 | | | | 53,483 | | | | 100.0 | | | PRICE CHOPPERS | | | 2011 | | | | | | | | | | | | | | | | | | | | | | | | | |
| VIRGINIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BURKE (11) | | | 2004 | | | GROUND LEASE (2076)/ JOINT VENTURE | | | 12.5 | | | | 124,148 | | | | 100.0 | | | SAFEWAY | | | 2020 | | | | 2050 | | | CVS | | | 2021 | | | | 2041 | | | | | | | | | | | |
| COLONIAL HEIGHTS | | | 1996 | | | FEE | | | 6.1 | | | | 60,909 | | | | 100.0 | | | BLOOM BROTHERS FURNITURE | | | 2008 | | | | | | | BOOKS-A-MILLION | | | 2008 | | | | 2015 | | | | | | | | | | | |
| DUMFRIES (13) | | | 2005 | | | JOINT VENTURE | | | 0.2 | | | | 1,702 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FAIRFAX (8) | | | 1998 | | | JOINT VENTURE | | | 37.0 | | | | 323,262 | | | | 100.0 | | | HOME DEPOT | | | 2013 | | | | 2033 | | | COSTCO | | | 2011 | | | | 2046 | | | SPORTS AUTHORITY | | | 2008 | | | | 2013 | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 3.3 | | | | 33,179 | | | | 100.0 | | | CIRCUIT CITY | | | 2018 | | | | 2038 | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 3.2 | | | | 32,000 | | | | 100.0 | | | BASSETT FURNITURE | | | 2019 | | | | 2039 | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 1.1 | | | | 11,097 | | | | 100.0 | | | NTB TIRES | | | 2017 | | | | 2037 | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 1.1 | | | | 10,578 | | | | 100.0 | | | CHUCK E CHEESE | | | 2014 | | | | 2024 | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 1.0 | | | | 10,125 | | | | 100.0 | | | CVS | | | 2022 | | | | 2042 | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 1.0 | | | | 10,125 | | | | 100.0 | | | CVS | | | 2019 | | | | 2039 | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 1.0 | | | | 10,125 | | | | 100.0 | | | SHONEY’S | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 1.0 | | | | 10,002 | | | | 100.0 | | | CRACKER BARREL | | | 2014 | | | | 2034 | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.8 | | | | 8,027 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.8 | | | | 8,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.8 | | | | 7,993 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.7 | | | | 7,256 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | FEE | | | 0.7 | | | | 7,241 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.7 | | | | 7,200 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.7 | | | | 7,200 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.7 | | | | 7,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.7 | | | | 6,818 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.6 | | | | 6,100 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.6 | | | | 6,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.6 | | | | 5,892 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.6 | | | | 5,540 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.5 | | | | 5,126 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.5 | | | | 5,020 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.5 | | | | 4,842 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.5 | | | | 4,828 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.5 | | | | 4,800 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.4 | | | | 4,352 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.4 | | | | 4,261 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.4 | | | | 3,822 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.4 | | | | 3,650 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 3,076 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 3,028 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 3,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 3,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 2,909 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.2 | | | | 2,454 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.2 | | | | 2,170 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICKSBURG (13) | | | 2005 | | | JOINT VENTURE | | | 0.2 | | | | 1,762 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HARRISONBURG (9) (3) | | | 2004 | | | JOINT VENTURE | | | 17.6 | | | | 107,438 | | | | 94.4 | | | KOHL’S | | | 2024 | | | | 2064 | | | | | | | | | | | | | | | | | | | | | |
| MANASSAS | | | 1997 | | | FEE | | | 13.5 | | | | 117,525 | | | | 100.0 | | | SUPER FRESH | | | 2011 | | | | 2026 | | | JO-ANN FABRICS | | | 2011 | | | | | | | | | | | | | | | |
| MANASSAS (14) | | | 2005 | | | JOINT VENTURE | | | 8.9 | | | | 107,233 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2009 | | | | 2030 | | | AUTO ZONE | | | 2010 | | | | 2025 | | | | | | | | | | | |
| PENTAGON CITY (12) | | | 2004 | | | FEE | | | 16.8 | | | | 337,429 | | | | 97.9 | | | COSTCO | | | 2009 | | | | 2044 | | | MARSHALLS | | | 2010 | | | | 2025 | | | BEST BUY | | | 2009 | | | | 2024 | |
| RICHMOND | | | 1995 | | | FEE | | | 11.5 | | | | 128,612 | | | | 100.0 | | | BURLINGTON COAT FACTORY | | | 2010 | | | | 2035 | | | | | | | | | | | | | | | | | | | | | |
| RICHMOND | | | 2002 | | | FEE | | | 8.5 | | | | 84,683 | | | | 100.0 | | | BLOOM BROTHERS FURNITURE | | | 2013 | | | | 2023 | | | | | | | | | | | | | | | | | | | | | |
| RICHMOND (13) | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 3,060 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ROANOKE | | | 2004 | | | FEE | | | 7.7 | | | | 81,789 | | | | 100.0 | | | DICK’S SPORTING GOODS | | | 2019 | | | | 2034 | | | CIRCUIT CITY | | | 2020 | | | | 2040 | | | | | | | | | | | |
| ROANOKE (9) | | | 2005 | | | JOINT VENTURE | | | 30.2 | | | | 301,740 | | | | 95.1 | | | MICHAELS | | | 2009 | | | | 2019 | | | MARSHALLS | | | 2013 | | | | 2033 | | | ROSS DRESS FOR LESS | | | 2016 | | | | 2036 | |
| STAFFORD (13) | | | 2005 | | | JOINT VENTURE | | | 9.9 | | | | 101,042 | | | | 100.0 | | | GIANT FOOD | | | 2027 | | | | 2072 | | | STAPLES | | | 2017 | | | | 2032 | | | PETCO SUPPLIES & FISH | | | 2012 | | | | 2027 | |
| STAFFORD (13) | | | 2005 | | | JOINT VENTURE | | | 0.7 | | | | 7,310 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| STAFFORD (13) | | | 2005 | | | JOINT VENTURE | | | 0.4 | | | | 4,400 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| STAFFORD (13) | | | 2005 | | | JOINT VENTURE | | | 1.2 | | | | 4,211 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| STAFFORD (13) | | | 2005 | | | JOINT VENTURE | | | 0.4 | | | | 3,549 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| STAFFORD (14) | | | 2005 | | | JOINT VENTURE | | | 30.8 | | | | 331,730 | | | | 100.0 | | | SHOPPERS FOOD | | | 2023 | | | | 2053 | | | TJ MAXX | | | 2016 | | | | 2036 | | | ROSS DRESS FOR LESS | | | 2015 | | | | 2035 | |
| STERLING (14) | | | 2006 | | | JOINT VENTURE | | | 103.3 | | | | 737,503 | | | | 100.0 | | | WAL-MART | | | 2021 | | | | 2091 | | | LOWE’S HOME CENTER | | | 2021 | | | | 2061 | | | SAM’S CLUB | | | 2021 | | | | 2091 | |
| STERLING (9) | | | 2003 | | | JOINT VENTURE | | | 38.1 | | | | 361,079 | | | | 100.0 | | | TOYS “R” US | | | 2012 | | | | 2037 | | | MICHAELS | | | 2011 | | | | 2026 | | | CIRCUIT CITY | | | 2017 | | | | 2037 | |
| WOODBRIDGE | | | 1973 | | | GROUND LEASE (2072)/JOINT VENTURE | | | 19.6 | | | | 150,793 | | | | 95.5 | | | CAMPOS FURNITURE | | | 2009 | | | | | | | SALVATION ARMY | | | 2009 | | | | 2014 | | | WEDGEWOOD ANTIQUES | | | 2008 | | | | | |
| WOODBRIDGE (8) (3) | | | 1998 | | | JOINT VENTURE | | | 54.0 | | | | 494,048 | | | | 99.4 | | | PETSMART | | | 2009 | | | | 2014 | | | BEST BUY | | | 2010 | | | | 2025 | | | LOWE’S | | | 2012 | | | | 2032 | |
| WOODBRIDGE (9) | | | 2004 | | | JOINT VENTURE | | | 27.6 | | | | 272,174 | | | | 100.0 | | | LOWE’S HOME CENTER | | | 2023 | | | | 2053 | | | VILLAGE THRIFT STORE | | | 2017 | | | | 2027 | | | ALDI | | | 2016 | | | | 2032 | |
| WASHINGTON | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AUBURN (7) | | | 2006 | | | FEE | | | 13.7 | | | | 171,032 | | | | 99.6 | | | ALBERTSONS | | | 2018 | | | | 2038 | | | OFFICE DEPOT | | | 2009 | | | | 2029 | | | RITE AID | | | 2008 | | | | 2028 | |
| BELLEVUE (3) | | | 2004 | | | JOINT VENTURE | | | 41.6 | | | | 445,250 | | | | 100.0 | | | TARGET | | | 2012 | | | | 2037 | | | MERVYN’S | | | 2012 | | | | 2037 | | | NORDSTROM RACK | | | 2012 | | | | 2022 | |
| BELLINGHAM (7) | | | 2006 | | | FEE | | | 30.5 | | | | 376,023 | | | | 99.3 | | | KMART | | | 2009 | | | | 2049 | | | COST CUTTERS | | | 2009 | | | | 2044 | | | JO-ANN FABRICS | | | 2010 | | | | 2025 | |
| BELLINGHAM (8) | | | 1998 | | | JOINT VENTURE | | | 20.0 | | | | 188,885 | | | | 98.5 | | | MACY’S | | | 2012 | | | | 2022 | | | BEST BUY | | | 2017 | | | | 2032 | | | BED BATH & BEYOND | | | 2012 | | | | 2027 | |
| BLAINE (7) | | | 2006 | | | FEE | | | 13.0 | | | | 109,461 | | | | 92.7 | | | COST CUTTERS | | | 2010 | | | | 2055 | | | RITE AID | | | 2012 | | | | 2042 | | | | | | | | | | | |
| EVERETT (7) | | | 2006 | | | FEE | | | 6.8 | | | | 88,770 | | | | 100.0 | | | QFC | | | 2015 | | | | 2020 | | | | | | | | | | | | | | | | | | | | | |
| FEDERAL WAY (8) | | | 2000 | | | JOINT VENTURE | | | 17.0 | | | | 200,126 | | | | 94.1 | | | QFC | | | 2015 | | | | 2045 | | | JO-ANN FABRICS | | | 2010 | | | | 2030 | | | BARNES & NOBLE | | | 2011 | | | | 2026 | |
| KENT (7) | | | 2006 | | | FEE | | | 23.1 | | | | 86,909 | | | | 97.1 | | | ROSS DRESS FOR LESS | | | 2011 | | | | 2026 | | | | | | | | | | | | | | | | | | | | | |
| KENT (7) | | | 2006 | | | FEE | | | 7.2 | | | | 69,090 | | | | 100.0 | | | RITE AID | | | 2015 | | | | 2035 | | | | | | | | | | | | | | | | | | | | | |
| LAKE STEVENS (7) | | | 2006 | | | FEE | | | 18.6 | | | | 199,937 | | | | 98.0 | | | SAFEWAY | | | 2032 | | | | 2077 | | | G.I. JOE’S | | | 2018 | | | | 2038 | | | BARTELL DRUGS | | | 2013 | | | | 2018 | |
| MILL CREEK (7) | | | 2006 | | | FEE | | | 12.4 | | | | 94,038 | | | | 94.1 | | | SAFEWAY | | | 2015 | | | | 2045 | | | | | | | | | | | | | | | | | | | | | |
| OAK HARBOR (7) | | | 2006 | | | FEE | | | 6.4 | | | | 70,104 | | | | 100.0 | | | SAAR’S | | | 2014 | | | | 2039 | | | | | | | | | | | | | | | | | | | | | |
| OLYMPIA (7) | | | 2006 | | | FEE | | | 15.0 | | | | 168,209 | | | | 93.8 | | | ALBERTSONS | | | 2008 | | | | 2043 | | | ROSS DRESS FOR LESS | | | 2010 | | | | 2015 | | | | | | | | | | | |
| OLYMPIA (7) | | | 2006 | | | FEE | | | 6.7 | | | | 69,572 | | | | 73.5 | | | BARNES & NOBLE | | | 2010 | | | | 2015 | | | PETCO | | | 2013 | | | | 2023 | | | | | | | | | | | |
| SEATTLE (7) | | | 2006 | | | GROUND LEASE (2083) | | | 3.2 | | | | 144,170 | | | | 93.0 | | | SAFEWAY | | | 2012 | | | | 2037 | | | PRUDENTIAL REALTY | | | 2009 | | | | 2018 | | | BARTELL DRUGS | | | 2007 | | | | 2022 | |
| SILVERDALE (7) | | | 2006 | | | GROUND LEASE (2014) | | | 14.7 | | | | 170,332 | | | | 100.0 | | | SAFEWAY | | | 2024 | | | | 2059 | | | JO-ANN FABRICS | | | 2012 | | | | 2032 | | | RITE AID | | | 2011 | | | | 2041 | |
| SILVERDALE (7) | | | 2006 | | | FEE | | | 5.1 | | | | 67,287 | | | | 95.6 | | | ROSS DRESS FOR LESS | | | 2016 | | | | 2026 | | | | | | | | | | | | | | | | | | | | | |
| SPANAWAY (7) | | | 2006 | | | FEE | | | 11.8 | | | | 116,961 | | | | 98.8 | | | MARKETPLACE GROCERY | | | 2011 | | | | 2041 | | | GEN X CLOTHING | | | 2016 | | | | 2026 | | | STUPID PRICES | | | 2011 | | | | 2016 | |
| SPOKANE (14) | | | 2005 | | | JOINT VENTURE | | | 8.3 | | | | 129,785 | | | | 100.0 | | | BED BATH & BEYOND | | | 2011 | | | | 2026 | | | ROSS DRESS FOR LESS | | | 2009 | | | | 2019 | | | RITE AID | | | 2009 | | | | 2039 | |
| TACOMA (7) | | | 2006 | | | FEE | | | 14.5 | | | | 156,916 | | | | 85.9 | | | TJ MAXX | | | 2009 | | | | 2009 | | | GALAXY THEATRES | | | 2008 | | | | 2018 | | | OFFICE DEPOT | | | 2007 | | | | 2012 | |
| TUKWILA (8) | | | 2003 | | | JOINT VENTURE | | | 45.9 | | | | 459,071 | | | | 100.0 | | | THE BON MARCHE’ | | | 2009 | | | | 2019 | | | BEST BUY | | | 2016 | | | | 2031 | | | GART SPORTS | | | 2014 | | | | 2029 | |
| VANCOUVER (4) | | | 2003 | | | JOINT VENTURE | | | 32.2 | | | | 230,000 | | | | 100.0 | | | BEST BUY | | | 2017 | | | | 2037 | | | OFFICE DEPOT | | | 2015 | | | | 2035 | | | PETCO | | | 2015 | | | | 2025 | |
| VANCOUVER (7) | | | 2006 | | | FEE | | | 6.3 | | | | 69,790 | | | | 95.4 | | | SUPERMAX | | | 2016 | | | | 2026 | | | HI SCHOOL PHARMACY | | | 2012 | | | | 2017 | | | | | | | | | | | |
37
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| WEST VIRGINIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHARLES TOWN | | | 1985 | | | FEE | | | 22.0 | | | | 208,950 | | | | 96.0 | | | WAL-MART | | | 2017 | | | | 2047 | | | STAPLES | | | 2016 | | | | | | | | | | | | | | | |
| HUNTINGTON | | | 1993 | | | FEE | | | 19.5 | | | | 2,400 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MARTINSBURG | | | 1986 | | | FEE | | | 6.0 | | | | 43,212 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SOUTH CHARLESTON | | | 1999 | | | FEE | | | 14.8 | | | | 147,753 | | | | 98.6 | | | KROGER | | | 2008 | | | | 2038 | | | TJ MAXX | | | 2011 | | | | 2021 | | | | | | | | | | | |
| CANADA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALBERTA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SHOPPES @ SHAWNESSEY | | | 2002 | | | JOINT VENTURE | | | 16.3 | | | | 162,988 | | | | 100.0 | | | ZELLERS | | | 2011 | | | | 2096 | | | | | | | | | | | | | | | | | | | | | |
| SHAWNESSY CENTRE | | | 2002 | | | JOINT VENTURE | | | 30.6 | | | | 306,010 | | | | 100.0 | | | FUTURE SHOP (BEST BUY) | | | 2009 | | | | 2024 | | | LINEN N THINGS | | | 2015 | | | | 2025 | | | BUSINESS DEPOT (STAPLES) | | | 2013 | | | | 2028 | |
| BRENTWOOD | | | 2002 | | | JOINT VENTURE | | | 31.2 | | | | 312,331 | | | | 99.7 | | | CANADA SAFEWAY | | | 2007 | | | | 2032 | | | SEARS WHOLE HOME | | | 2010 | | | | 2020 | | | LINEN N THINGS | | | 2016 | | | | 2031 | |
| SOUTH EDMONTON COMMON | | | 2002 | | | JOINT VENTURE | | | 42.9 | | | | 428,745 | | | | 100.0 | | | HOME OUTFITTERS | | | 2016 | | | | 2031 | | | LONDON DRUGS | | | 2020 | | | | 2057 | | | MICHAELS | | | 2011 | | | | 2026 | |
| GRANDE PRAIRIE III | | | 2002 | | | JOINT VENTURE | | | 6.3 | | | | 63,413 | | | | 100.0 | | | MICHAELS | | | 2011 | | | | 2031 | | | WINNERS (TJ MAXX) | | | 2011 | | | | 2026 | | | JYSK LINEN | | | 2012 | | | | 2022 | |
| BRITISH COLUMBIA | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TILLICUM | | | 2002 | | | JOINT VENTURE | | | 45.5 | | | | 455,493 | | | | 100.0 | | | ZELLERS | | | 2013 | | | | 2098 | | | SAFEWAY | | | 2023 | | | | 2053 | | | WINNERS (TJ MAXX) | | | 2008 | | | | 2023 | |
| PRINCE GEORGE | | | 2001 | | | JOINT VENTURE | | | 37.3 | | | | 372,725 | | | | 96.4 | | | OVERWAITEE | | | 2018 | | | | 2028 | | | THE BAY | | | 2013 | | | | 2083 | | | LONDON DRUGS | | | 2017 | | | | 2027 | |
| STRAWBERRY HILL | | | 2002 | | | JOINT VENTURE | | | 33.3 | | | | 332,809 | | | | 100.0 | | | HOME DEPOT | | | 2016 | | | | 2041 | | | CINEPLEX ODEON | | | 2014 | | | | 2024 | | | WINNERS (TJ MAXX) | | | 2009 | | | | 2024 | |
| MISSION | | | 2001 | | | JOINT VENTURE | | | 27.1 | | | | 271,462 | | | | 100.0 | | | OVERWAITEE | | | 2018 | | | | 2028 | | | FAMOUS PLAYERS | | | 2010 | | | | 2030 | | | LONDON DRUGS | | | 2019 | | | | 2046 | |
| ABBOTSFORD | | | 2002 | | | JOINT VENTURE | | | 21.5 | | | | 215,213 | | | | 98.4 | | | ZELLERS | | | 2052 | | | | 2082 | | | PETSMART | | | 2013 | | | | 2033 | | | WINNERS (TJ MAXX) | | | 2008 | | | | 2023 | |
| CLEARBROOK | | | 2001 | | | JOINT VENTURE | | | 18.8 | | | | 188,253 | | | | 100.0 | | | SAFEWAY | | | 2007 | | | | 2037 | | | STAPLES | | | 2012 | | | | 2022 | | | LANDMARK CINEMAS | | | 2011 | | | | 2021 | |
| SURREY | | | 2001 | | | JOINT VENTURE | | | 17.1 | | | | 170,725 | | | | 100.0 | | | CANADA SAFEWAY | | | 2011 | | | | 2061 | | | LONDON DRUGS | | | 2011 | | | | 2021 | | | | | | | | | | | |
| LANGLEY POWER CENTER | | | 2003 | | | JOINT VENTURE | | | 22.8 | | | | 228,314 | | | | 99.6 | | | WINNERS (TJ MAXX) | | | 2012 | | | | 2027 | | | MICHAELS | | | 2011 | | | | 2021 | | | FUTURE SHOP (BEST BUY) | | | 2012 | | | | 2022 | |
| LANGLEY GATE | | | 2002 | | | JOINT VENTURE | | | 15.2 | | | | 151,802 | | | | 100.0 | | | SEARS | | | 2008 | | | | 2018 | | | PETSMART | | | 2008 | | | | 2038 | | | WINNERS (TJ MAXX) | | | 2007 | | | | 2017 | |
| ONTARIO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THICKSON RIDGE | | | 2002 | | | JOINT VENTURE | | | 36.3 | | | | 363,039 | | | | 100.0 | | | WINNERS (TJ MAXX) | | | 2013 | | | | 2023 | | | FUTURE SHOP (BEST BUY) | | | 2011 | | | | 2016 | | | SEARS WHOLE HOME | | | 2012 | | | | 2022 | |
| SHOPPERS WORLD ALBION | | | 2002 | | | JOINT VENTURE | | | 34.9 | | | | 349,399 | | | | 98.2 | | | CANADIAN TIRE | | | 2014 | | | | 2029 | | | FORTINO’S | | | 2010 | | | | 2030 | | | | | | | | | | | |
| SHOPPERS WORLD DANFORTH | | | 2002 | | | JOINT VENTURE | | | 32.8 | | | | 328,202 | | | | 100.0 | | | ZELLERS | | | 2009 | | | | 2029 | | | DOMINION | | | 2018 | | | | 2028 | | | BUSINESS DEPOT (STAPLES) | | | 2015 | | | | 2030 | |
| LINCOLN FIELDS | | | 2002 | | | JOINT VENTURE | | | 29.0 | | | | 289,869 | | | | 96.0 | | | WAL MART | | | 2010 | | | | 2025 | | | LOEB (GROUND) | | | 2009 | | | | 2024 | | | CAA OTTAWA | | | 2007 | | | | 2015 | |
| 404 TOWN CENTRE | | | 2002 | | | JOINT VENTURE | | | 24.9 | | | | 249,379 | | | | 100.0 | | | ZELLERS | | | 2009 | | | | 2024 | | | A & | | P | 2007 | | | | 2027 | | | NATIONAL GYM CLOTHING | | | 2019 | | | | 2024 | |
| SUDBURY | | | 2002 | | | JOINT VENTURE | | | 23.4 | | | | 234,299 | | | | 100.0 | | | FAMOUS PLAYERS | | | 2019 | | | | 2039 | | | BUSINESS DEPOT (STAPLES) | | | 2014 | | | | 2024 | | | CHAPTERS | | | 2010 | | | | 2030 | |
| SUDBURY | | | 2004 | | | JOINT VENTURE | | | 17.0 | | | | 169,555 | | | | 100.0 | | | WINNERS (TJ MAXX) | | | 2015 | | | | 2030 | | | LINEN N THINGS | | | 2016 | | | | 2031 | | | MICHAELS | | | 2015 | | | | 2035 | |
| CLARKSON CROSSING | | | 2004 | | | JOINT VENTURE | | | 21.3 | | | | 213,052 | | | | 100.0 | | | CANADIAN TIRE | | | 2023 | | | | 2043 | | | A & | | P | 2023 | | | | 2048 | | | | | | | | | | | |
| GREEN LANE CENTRE | | | 2003 | | | JOINT VENTURE | | | 16.0 | | | | 160,195 | | | | 100.0 | | | LINEN N THINGS | | | 2014 | | | | 2029 | | | MICHAELS | | | 2013 | | | | 2033 | | | PETSMART | | | 2014 | | | | 2039 | |
| KENDALWOOD | | | 2002 | | | JOINT VENTURE | | | 15.6 | | | | 156,274 | | | | 97.4 | | | PRICE CHOPPER | | | 2013 | | | | 2038 | | | VALUE VILLAGE | | | 2008 | | | | 2028 | | | SHOPPERS DRUG MART | | | 2011 | | | | 2021 | |
| LEASIDE | | | 2002 | | | JOINT VENTURE | | | 13.3 | | | | 133,035 | | | | 100.0 | | | CANADIAN TIRE | | | 2011 | | | | 2036 | | | FUTURE SHOP (BEST BUY) | | | 2011 | | | | 2021 | | | PETSMART | | | 2012 | | | | 2037 | |
| DONALD PLAZA | | | 2002 | | | JOINT VENTURE | | | 9.1 | | | | 91,462 | | | | 95.9 | | | WINNERS (TJ MAXX) | | | 2008 | | | | 2023 | | | | | | | | | | | | | | | | | | | | | |
| ST. LAURANT | | | 2002 | | | JOINT VENTURE | | | 12.6 | | | | 125,984 | | | | 98.0 | | | ZELLERS | | | 2017 | | | | 2046 | | | LOEB | | | 2008 | | | | 2023 | | | | | | | | | | | |
| BOULEVARD CENTRE III | | | 2004 | | | JOINT VENTURE | | | 8.3 | | | | 82,961 | | | | 100.0 | | | FOOD BASICS | | | 2025 | | | | 2055 | | | | | | | | | | | | | | | | | | | | | |
| RIOCAN GRAND PARK | | | 2003 | | | JOINT VENTURE | | | 11.9 | | | | 118,637 | | | | 100.0 | | | SHOPPERS DRUG MART | | | 2018 | | | | 2038 | | | WINNERS (TJ MAXX) | | | 2014 | | | | 2024 | | | BUSINESS DEPOT (STAPLES) | | | 2011 | | | | 2021 | |
| WALKER PLACE | | | 2002 | | | JOINT VENTURE | | | 7.0 | | | | 69,857 | | | | 100.0 | | | COMMISSO’S | | | 2012 | | | | 2032 | | | | | | | | | | | | | | | | | | | | | |
| SCARBOROUGH | | | 2005 | | | JOINT VENTURE | | | 2.3 | | | | 20,506 | | | | 100.0 | | | AGINCOURT NISSAN LIMITED | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
| SCARBOROUGH | | | 2005 | | | JOINT VENTURE | | | 1.8 | | | | 13,433 | | | | 100.0 | | | MORNINGSIDE NISSAN LIMITED | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
| MARKETPLACE TORONTO | | | 2002 | | | JOINT VENTURE | | | 17.1 | | | | 171,088 | | | | 100.0 | | | WINNERS (TJ MAXX) | | | 2014 | | | | 2029 | | | MARK’S WORK WEARHOUSE | | | 2015 | | | | 2025 | | | SEARS APPLIANCE | | | 2015 | | | | 2025 | |
| PRINCE EDWARD ISLAND | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHARLOTTETOWN | | | 2002 | | | JOINT VENTURE | | | 39.1 | | | | 390,988 | | | | 97.2 | | | ZELLERS | | | 2019 | | | | 2079 | | | WINNERS (TJ MAXX) | | | 2009 | | | | 2019 | | | WEST ROYALTY FITNESS | | | 2010 | | | | 2015 | |
| QUEBEC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GREENFIELD PARK | | | 2002 | | | JOINT VENTURE | | | 36.4 | | | | 364,003 | | | | 100.0 | | | WINNERS (TJ MAXX) | | | 2011 | | | | 2021 | | | BUREAU EN GROS (STAPLES) | | | 2007 | | | | 2022 | | | GUZZO CINEMA | | | 2019 | | | | 2039 | |
| JACQUES CARTIER | | | 2002 | | | JOINT VENTURE | | | 21.2 | | | | 211,805 | | | | 96.1 | | | GUZZO CINEMA | | | 2010 | | | | 2040 | | | VALUE VILLAGE | | | 2008 | | | | 2028 | | | IGA | | | 2012 | | | | 2022 | |
| CHATEAUGUAY | | | 2002 | | | JOINT VENTURE | | | 21.1 | | | | 211,368 | | | | 97.2 | | | SUPER C | | | 2008 | | | | 2028 | | | HART | | | 2015 | | | | 2025 | | | | | | | | | | | |
| MEXICO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BAJA CALIFORNIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MEXICALI | | | 2006 | | | FEE | | | 11.8 | | | | 118,047 | | | | 100.0 | | | CINEPOLIS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MEXICALI (4) | | | 2006 | | | FEE | | | 10.3 | | | | 103,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TIJUANA (4) | | | 2005 | | | JOINT VENTURE | | | 38.7 | | | | 182,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHIHUAHUA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| JUAREZ | | | 2003 | | | JOINT VENTURE | | | 23.8 | | | | 238,135 | | | | 88.9 | | | SORIANA | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| JUAREZ (4) | | | 2006 | | | FEE | | | 11.8 | | | | 118,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| COAHUILA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SALTILLO PLAZA | | | 2002 | | | JOINT VENTURE | | | 17.4 | | | | 173,772 | | | | 98.0 | | | HEB | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SALTILLO (4) | | | 2005 | | | FEE | | | 25.8 | | | | 252,000 | | | | 100.0 | | | HEB | | | | | | | | | | CINEPOLIS | | | | | | | | | | | | | | | | | | |
| GUERRERO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ACAPULCO | | | 2005/ 2006 | | | FEE | | | 31.6 | | | | 316,005 | | | | 100.0 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HIDALGO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PACHUCA (4) | | | 2005 | | | JOINT VENTURE | | | 13.7 | | | | 132,000 | | | | 100.0 | | | HOME DEPOT | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PACHUCA (4) | | | 2005 | | | FEE | | | 11.2 | | | | 140,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| JALISCO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GUADALAJARA | | | 2006 | | | FEE | | | 10.0 | | | | 99,717 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GUADALAJARA | | | 2005 | | | FEE | | | 12.9 | | | | 129,198 | | | | 84.5 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GUADALAJARA (4) | | | 2005 | | | JOINT VENTURE | | | 24.0 | | | | 571,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | CINEPOLIS | | | | | | | | | | SUBURBIA | | | | | | | | |
| GUADALAJARA (4) | | | 2006 | | | FEE | | | 17.0 | | | | 170,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | CINEPOLIS | | | | | | | | | | | | | | | | | | |
| PUERTO VALLARTA (4) | | | 2006 | | | FEE | | | 7.2 | | | | 72,000 | | | | 100.0 | | | SORIANA | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MEXICO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HUEHUETOCA | | | 2004 | | | JOINT VENTURE | | | 17.1 | | | | 170,836 | | | | 82.3 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TECAMAC (4) | | | 2006 | | | FEE | | | 8.2 | | | | 82,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MEXICO CITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TLALNEPANTLA (4) | | | 2005 | | | JOINT VENTURE | | | 14.7 | | | | 356,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | CINEPOLIS | | | | | | | | | | SUBURBIA | | | | | | | | |
| MEXICO CITY (4) | | | 2005 | | | FEE | | | 0.7 | | | | 22,000 | | | | 100.0 | | | MERCEDES BENZ | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MORELOS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CUAUTLA (4) | | | 2006 | | | FEE | | | 23.3 | | | | 233,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | SAMS | | | | | | | | | | | | | | | | | | |
| NUEVO LEON | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MONTERREY | | | 2002 | | | JOINT VENTURE | | | 26.5 | | | | 265,360 | | | | 95.0 | | | HEB | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MONTERREY (4) | | | 2006 | | | FEE | | | 9.8 | | | | 98,000 | | | | 100.0 | | | HEB | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ESCOBEDO (4) | | | 2006 | | | JOINT VENTURE | | | 9.2 | | | | 92,000 | | | | 100.0 | | | HEB | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OAXACA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TUXTEPEC | | | 2005 | | | FEE | | | 9.3 | | | | 92,807 | | | | 97.5 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| QUERETARO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SAN JUAN DEL RIO (4) | | | 2006 | | | FEE | | | 8.4 | | | | 84,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| QUINTANA ROO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CANCUN | | | 2005 | | | FEE | | | 9.1 | | | | 91,139 | | | | 87.5 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SAN LUIS POTOSI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SAN LUIS | | | 2004 | | | FEE | | | 12.1 | | | | 121,324 | | | | 95.7 | | | HEB | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TAMAULIPAS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| REYNOSA | | | 2004 | | | JOINT VENTURE | | | 39.1 | | | | 391,399 | | | | 92.9 | | | HEB | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NUEVO LAREDO (4) | | | 2006 | | | FEE | | | 11.0 | | | | 110,000 | | | | 100.0 | | | WAL-MART | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL 915 SHOPPING CENTER PROPERTY INTERESTS | | | | | | | | | 14,573 | | | | 128,863,386 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| US PREFERRED EQUITY INVESTMENTS (RETAIL ASSETS ONLY) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALASKA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ANCHORAGE (3) | | | 2006 | | | JOINT VENTURE | | | 5.9 | | | | 85,163 | | | | 86.8 | | | COMPUSA | | | 2011 | | | | 2026 | | | | | | | | | | | | | | | | | | | | | |
| ALABAMA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BOAZ | | | 2006 | | | JOINT VENTURE | | | 2.6 | | | | 27,900 | | | | 93.5 | | | DOLLAR TREE | | | 2009 | | | | 2013 | | | | | | | | | | | | | | | | | | | | | |
| ARIZONA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TUSCON | | | 2006 | | | JOINT VENTURE | | | 57.3 | | | | 503,084 | | | | 97.5 | | | LOEWS/CINEPLEX ODEON | | | 2017 | | | | 2037 | | | LINENS ‘N THINGS | | | 2013 | | | | 2023 | | | BARNES & NOBLE | | | 2012 | | | | 2022 | |
| CALIFORNIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CHATSWORTH | | | 2003 | | | JOINT VENTURE | | | 6.8 | | | | 75,875 | | | | 100.0 | | | KAHOOTS | | | 2014 | | | | 2024 | | | SMART & FINAL | | | 2014 | | | | 2034 | | | TRADER JOE’S COMPANY | | | 2014 | | | | 2029 | |
| HAWTHORNE | | | 2003 | | | JOINT VENTURE | | | 14.4 | | | | 182,605 | | | | 100.0 | | | KROGER (FOOD 4 LESS) | | | 2012 | | | | 2042 | | | SPORTMART | | | 2008 | | | | 2028 | | | ROSS STORES INC. | | | 2009 | | | | 2024 | |
| HAWTHORNE | | | 2004 | | | JOINT VENTURE | | | 0.5 | | | | 21,507 | | | | 100.0 | | | OFFICE DEPOT | | | 2019 | | | | 2038 | | | | | | | | | | | | | | | | | | | | | |
| COLORADO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LA JUNTA | | | 2006 | | | JOINT VENTURE | | | 2.9 | | | | 20,500 | | | | 84.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FLORIDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AUBURNDALE (2) | | | 2006 | | | JOINT VENTURE | | | 4.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BRANDON (4) | | | 2006 | | | JOINT VENTURE | | | 4.6 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CLEARWATER | | | 2004 | | | JOINT VENTURE | | | 8.4 | | | | 84,441 | | | | 98.8 | | | KASH N KARRY | | | 2009 | | | | 2034 | | | WALGREEN’S | | | 2009 | | | | | | | | | | | | | | | |
| DELTONA | | | 2004 | | | JOINT VENTURE | | | 7.0 | | | | 80,567 | | | | 95.0 | | | WINN DIXIE | | | 2009 | | | | 2034 | | | PET SUPERMARKET | | | 2009 | | | | 2029 | | | | | | | | | | | |
| JACKSONVILLE (2) | | | 2006 | | | JOINT VENTURE | | | 4.8 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LOXAHATCHEE | | | 2003 | | | JOINT VENTURE | | | 8.5 | | | | 75,194 | | | | 100.0 | | | WINN DIXIE | | | 2019 | | | | 2054 | | | | | | | | | | | | | | | | | | | | | |
| MIAMI | | | 2004 | | | JOINT VENTURE | | | 50.0 | | | | 651,011 | | | | 97.4 | | | HOME DEPOT | | | 2028 | | | | 2058 | | | TIGER DIRECT | | | 2010 | | | | 2020 | | | AMC CINEMA | | | 2009 | | | | | |
| PEMBROKE PINES | | | 2004 | | | JOINT VENTURE | | | 15.5 | | | | 137,259 | | | | 96.4 | | | BRAVO SUPERMARKETS | | | 2007 | | | | 2032 | | | ASSOCIATION OF BUILDERS | | | 2007 | | | | | | | EEMAC INC | | | 2011 | | | | 2021 | |
| PERRY | | | 2006 | | | JOINT VENTURE | | | 1.6 | | | | 15,300 | | | | 97.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SARASOTA | | | 2005 | | | JOINT VENTURE | | | 12.6 | | | | 148,348 | | | | 100.0 | | | OFFICE DEPOT | | | 2015 | | | | 2025 | | | PETSMART | | | 2008 | | | | 2033 | | | JO-ANN FABRIC | | | 2008 | | | | 2018 | |
| SPRING HILL | | | 2003 | | | JOINT VENTURE | | | 7.3 | | | | 69,917 | | | | 100.0 | | | WINN DIXIE | | | 2010 | | | | 2035 | | | | | | | | | | | | | | | | | | | | | |
| TAMPA | | | 2004 | | | JOINT VENTURE | | | 11.4 | | | | 100,538 | | | | 98.3 | | | KASH N KARRY | | | 2015 | | | | 2035 | | | US POSTAL SERVICE | | | 2010 | | | | | | | BEALL’S OUTLET | | | 2008 | | | | | |
| TAMPA | | | 2005 | | | JOINT VENTURE | | | 11.5 | | | | 100,200 | | | | 100.0 | | | PUBLIX | | | 2011 | | | | 2026 | | | | | | | | | | | | | | | | | | | | | |
| WELLINGTON | | | 2002 | | | JOINT VENTURE | | | 18.7 | | | | 171,955 | | | | 73.0 | | | WELLINGTON THEATRE | | | 2008 | | | | 2018 | | | WALGREEN’S | | | 2029 | | | | | | | CLUB FITNESS WORKS | | | 2012 | | | | | |
| GEORGIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AUGUSTA | | | 2005 | | | JOINT VENTURE | | | 12.7 | | | | 258,325 | | | | 99.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MOULTRIE | | | 2006 | | | JOINT VENTURE | | | 22.4 | | | | 196,589 | | | | 99.2 | | | WAL MART | | | 2017 | | | | 2047 | | | | | | | | | | | | | | | | | | | | | |
| ILLINOIS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LANSING | | | 2005 | | | JOINT VENTURE | | | 52.8 | | | | 320,184 | | | | 98.3 | | | WAL-MART | | | 2020 | | | | 2070 | | | OFFICE DEPOT | | | 2012 | | | | 2037 | | | JO-ANN FABRIC | | | 2008 | | | | 2018 | |
| INDIANA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEW ALBANY | | | 2004 | | | JOINT VENTURE | | | 7.6 | | | | 31,753 | | | | 96.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEW ALBANY | | | 2004 | | | JOINT VENTURE | | | 2.0 | | | | 10,554 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEW ALBANY (4) | | | 2004 | | | JOINT VENTURE | | | 6.8 | | | | 22,320 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SHELBYVILLE | | | 2006 | | | JOINT VENTURE | | | 1.5 | | | | 14,150 | | | | 77.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TELL CITY | | | 2006 | | | JOINT VENTURE | | | 2.3 | | | | 27,000 | | | | 77.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| IOWA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FORT DODGE | | | 2006 | | | JOINT VENTURE | | | 3.1 | | | | 33,700 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KEOKUK | | | 2006 | | | JOINT VENTURE | | | 1.0 | | | | 10,160 | | | | 72.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MARSHALLTOWN | | | 2006 | | | JOINT VENTURE | | | 3.1 | | | | 22,900 | | | | 86.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEWTON | | | 2006 | | | JOINT VENTURE | | | 1.9 | | | | 20,300 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OSKALOOSA | | | 2006 | | | JOINT VENTURE | | | 2.0 | | | | 20,700 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTTUMWA | | | 2006 | | | JOINT VENTURE | | | 3.0 | | | | 22,200 | | | | 92.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WEST BURLINGTON | | | 2006 | | | JOINT VENTURE | | | 2.9 | | | | 26,100 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WEST DES MOINES | | | 2006 | | | JOINT VENTURE | | | 7.6 | | | | 53,423 | | | | 82.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KENTUCKY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LOUISVILLE | | | 2006 | | | JOINT VENTURE | | | 36.3 | | | | 156,672 | | | | 100.0 | | | BEST BUY | | | 2021 | | | | 2056 | | | TJ MAXX | | | 2008 | | | | | | | GOODY’S | | | 2009 | | | | 2029 | |
| RADCLIFF | | | 2006 | | | JOINT VENTURE | | | 4.7 | | | | 36,900 | | | | 92.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LOUISIANA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALEXANDRIA | | | 2006 | | | JOINT VENTURE | | | 2.2 | | | | 20,400 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MINDEN | | | 2006 | | | JOINT VENTURE | | | 3.1 | | | | 27,300 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PINEVILLE | | | 2006 | | | JOINT VENTURE | | | 3.0 | | | | 32,200 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SHREVEPORT | | | 2005 | | | JOINT VENTURE | | | 18.4 | | | | 93,669 | | | | 100.0 | | | OFFICE MAX | | | 2012 | | | | 2032 | | | BARNES & NOBLE | | | 2013 | | | | 2028 | | | OLD NAVY | | | 2012 | | | | | |
| SHREVEPORT | | | 2006 | | | JOINT VENTURE | | | 8.4 | | | | 78,591 | | | | 81.2 | | | MICHAELS | | | 2014 | | | | 2034 | | | DOLLAR TREE | | | 2010 | | | | 2025 | | | | | | | | | | | |
| ZACHARY | | | 2006 | | | JOINT VENTURE | | | 3.2 | | | | 29,600 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MASSACHUSETTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HAVERHILL | | | 2006 | | | JOINT VENTURE | | | 6.9 | | | | 63,203 | | | | 94.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MISSISSIPPI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PETAL | | | 2006 | | | JOINT VENTURE | | | 3.2 | | | | 30,180 | | | | 94.7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RIDGELAND | | | 2005 | | | JOINT VENTURE | | | 3.3 | | | | 41,079 | | | | 85.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RIDGELAND | | | 2005 | | | JOINT VENTURE | | | 3.8 | | | | 61,568 | | | | 85.5 | | | PARTY CITY | | | 2009 | | | | | | | | | | | | | | | | | | | | | | | | | |
| RIDGELAND | | | 2005 | | | JOINT VENTURE | | | 6.0 | | | | 81,626 | | | | 100.0 | | | ACADEMY SPORTS | | | 2019 | | | | 2029 | | | | | | | | | | | | | | | | | | | | | |
| NEW HAMPSHIRE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LANCASTER | | | 2006 | | | JOINT VENTURE | | | 10.8 | | | | 50,080 | | | | 100.0 | | | SHAW’S SUPERMARKET | | | 2018 | | | | 2048 | | | | | | | | | | | | | | | | | | | | | |
| LITTLETON | | | 2006 | | | JOINT VENTURE | | | 43.0 | | | | 34,583 | | | | 100.0 | | | STAPLES | | | 2015 | | | | 2020 | | | | | | | | | | | | | | | | | | | | | |
| NEWPORT | | | 2006 | | | JOINT VENTURE | | | 20.0 | | | | 117,828 | | | | 92.5 | | | SHAW’S SUPERMARKET | | | 2015 | | | | 2031 | | | | | | | | | | | | | | | | | | | | | |
| WOODSVILLE | | | 2006 | | | JOINT VENTURE | | | 1.7 | | | | 11,280 | | | | 100.0 | | | RITE AID | | | 2017 | | | | 2042 | | | | | | | | | | | | | | | | | | | | | |
| WOODSVILLE | | | 2006 | | | JOINT VENTURE | | | 3.5 | | | | 39,000 | | | | 100.0 | | | SHAW’S SUPERMARKET | | | 2015 | | | | 2030 | | | | | | | | | | | | | | | | | | | | | |
| OHIO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WAUSEON | | | 2006 | | | JOINT VENTURE | | | 1.6 | | | | 13,100 | | | | 72.5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OKLAHOMA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DURANT | | | 2006 | | | JOINT VENTURE | | | 3.5 | | | | 32,200 | | | | 82.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEWCASTLE | | | 2006 | | | JOINT VENTURE | | | 1.5 | | | | 11,600 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SHAWNEE | | | 2006 | | | JOINT VENTURE | | | 3.1 | | | | 35,640 | | | | 100.0 | | | DOLLAR TREE | | | 2007 | | | | 2019 | | | | | | | | | | | | | | | | | | | | | |
| PENNSLYVANIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FAIRVIEW TOWNSHIP | | | 2005 | | | JOINT VENTURE | | | 6.8 | | | | 71,979 | | | | 100.0 | | | GIANT | | | 2017 | | | | 2037 | | | | | | | | | | | | | | | | | | | | | |
| HALIFAX TOWNSHIP | | | 2005 | | | JOINT VENTURE | | | 8.5 | | | | 54,150 | | | | 100.0 | | | GIANT | | | 2019 | | | | 2039 | | | | | | | | | | | | | | | | | | | | | |
| HOWE TOWNSHIP | | | 2005 | | | JOINT VENTURE | | | 12.1 | | | | 66,789 | | | | 100.0 | | | GIANT | | | 2021 | | | | 2041 | | | RITE AID | | | 2016 | | | | 2026 | | | | | | | | | | | |
| PITTSBURGH | | | 2004 | | | JOINT VENTURE | | | 23.8 | | | | 166,789 | | | | 94.4 | | | LINENS ‘N THINGS | | | 2016 | | | | 2031 | | | TJ MAXX | | | 2010 | | | | 2020 | | | STAPLES | | | 2015 | | | | 2030 | |
| WILLIAMSPORT | | | 2002 | | | JOINT VENTURE | | | 29.0 | | | | 293,825 | | | | 100.0 | | | K MART | | | 2011 | | | | 2026 | | | GIANT | | | 2019 | | | | 2049 | | | STAPLES | | | 2014 | | | | 2029 | |
| TENNESSEE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PULASKI | | | 2006 | | | JOINT VENTURE | | | 3.0 | | | | 28,100 | | | | 94.3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TEXAS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AUSTIN | | | 2006 | | | JOINT VENTURE | | | 4.2 | | | | 40,000 | | | | 100.0 | | | DAVE AND BUSTERS | | | 2019 | | | | 2034 | | | | | | | | | | | | | | | | | | | | | |
| AUSTIN | | | 2006 | | | JOINT VENTURE | | | 10.2 | | | | 88,829 | | | | 88.1 | | | BARNES & NOBLE | | | 2014 | | | | 2029 | | | PETCO | | | 2011 | | | | 2021 | | | | | | | | | | | |
| AUSTIN | | | 2006 | | | JOINT VENTURE | | | 4.8 | | | | 54,651 | | | | 100.0 | | | CONN’S ELECTRIC | | | 2010 | | | | 2020 | | | | | | | | | | | | | | | | | | | | | |
| AUSTIN | | | 2006 | | | JOINT VENTURE | | | 19.8 | | | | 210,520 | | | | 99.2 | | | ACADEMY SPORTS | | | 2012 | | | | 2022 | | | PACIFIC RESOURCES | | | 2011 | | | | 2031 | | | GOLD’S TEXAS HOLDINGS, L.P. | | | 2012 | | | | 2022 | |
| AUSTIN | | | 2006 | | | JOINT VENTURE | | | 10.9 | | | | 131,039 | | | | 96.2 | | | 24 HOUR FITNESS | | | 2024 | | | | 2034 | | | DOLLAR TREE | | | 2011 | | | | 2025 | | | | | | | | | | | |
| AUSTIN | | | 2004 | | | JOINT VENTURE | | | 20.0 | | | | 92,030 | | | | 93.0 | | | OSHMAN’S | | | 2014 | | | | 2029 | | | BED BATH & BEYOND | | | 2014 | | | | 2029 | | | | | | | | | | | |
| AUSTIN | | | 2005 | | | GROUND LEASE (2082)/ JOINT VENTURE | | | 15.6 | | | | 178,700 | | | | 72.4 | | | GOLD’S TEXAS HOLDINGS, L.P. | | | 2014 | | | | 2019 | | | HEB GROCERY COMPANY, LP | | | 2009 | | | | 2011 | | | K & R COMPANY- AMERICUS DIMOND | | | 2012 | | | | 2012 | |
| BELTON | | | 2006 | | | JOINT VENTURE | | | 3.4 | | | | 28,060 | | | | 95.7 | | | DOLLAR TREE | | | 2009 | | | | 2019 | | | | | | | | | | | | | | | | | | | | | |
| CARROLLTON | | | 2006 | | | JOINT VENTURE | | | 1.8 | | | | 14,950 | | | | 27.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
39
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| CARROLLTON | | | 2006 | | | JOINT VENTURE | | | 2.0 | | | | 18,740 | | | | 88.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DALLAS | | | 2004 | | | JOINT VENTURE | | | 11.7 | | | | 166,625 | | | | 100.0 | | | STEIN MART | | | 2011 | | | | 2021 | | | PARTY CITY | | | 2008 | | | | 2018 | | | DOLLAR TREE | | | 2007 | | | | 2022 | |
| FT. WORTH | | | 2005 | | | JOINT VENTURE | | | 6.4 | | | | 68,492 | | | | 87.9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GEORGETOWN | | | 2005 | | | JOINT VENTURE | | | 12.1 | | | | 115,158 | | | | 92.6 | | | DOLLAR TREE | | | 2010 | | | | | | | CVS | | | 2009 | | | | | | | | | | | | | | | |
| KILLEEN (4) | | | 2006 | | | JOINT VENTURE | | | 3.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LAKE JACKSON (4) | | | 2006 | | | JOINT VENTURE | | | 8.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PAMPA | | | 2006 | | | JOINT VENTURE | | | 1.5 | | | | 16,160 | | | | 75.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PLAINVIEW | | | 2006 | | | JOINT VENTURE | | | 3.4 | | | | 31,720 | | | | 79.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SAN ANTONIO | | | 2003 | | | JOINT VENTURE | | | 8.1 | | | | 102,363 | | | | 97.0 | | | GREENHOUSE GALLERY | | | 2010 | | | | 2025 | | | HOLLYWOOD VIDEO | | | 2010 | | | | 2025 | | | | | | | | | | | |
| SAN MARCOS | | | 2005 | | | JOINT VENTURE | | | 17.0 | | | | 185,092 | | | | 98.0 | | | HOBBY LOBBY | | | 2013 | | | | 2023 | | | HASTINGS ENTERTAINMENT INC | | | 2009 | | | | 2019 | | | TRACTOR SUPPLY COMPANY | | | 2008 | | | | 2013 | |
| SOUTHLAKE | | | 2005 | | | JOINT VENTURE | | | 15.1 | | | | 133,772 | | | | 94.6 | | | HOBBY LOBBY | | | 2021 | | | | 2031 | | | | | | | | | | | | | | | | | | | | | |
| SOUTHLAKE (4) | | | 2004 | | | GROUND LEASE (2089)/ JOINT VENTURE | | | 1.4 | | | | 61,605 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TYLER | | | 2006 | | | JOINT VENTURE | | | 3.3 | | | | 35,840 | | | | 100.0 | | | DOLLAR TREE | | | 2011 | | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
| CANADA PREFERRED EQUITY INVESTMENTS (RETAIL ASSETS ONLY) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALBERTA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CALGARY | | | 2004 | | | JOINT VENTURE | | | 9.0 | | | | 172,697 | | | | 90.8 | | | WINNERS APPAREL LTD. | | | 2012 | | | | 2022 | | | THE HOUSE OF TOOLS | | | 2010 | | | | 2015 | | | RUSSELL SPORTING | | | 2010 | | | | 2015 | |
| CALGARY | | | 2004 | | | JOINT VENTURE | | | 10.0 | | | | 123,084 | | | | 98.6 | | | PIER ONE | | | 2014 | | | | 2028 | | | NOVA SCOTIA COMPANY | | | 2015 | | | | 2035 | | | WINNERS MERCHANTS INT. LP | | | 2014 | | | | 2025 | |
| CALGARY | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 6,308 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HINTON | | | 2004 | | | JOINT VENTURE | | | 18.5 | | | | 137,917 | | | | 92.4 | | | WAL-MART CANADA CORP. | | | 2011 | | | | 2036 | | | CANADA SAFEWAY | | | 2010 | | | | 2045 | | | | | | | | | | | |
| LETHBRIDGE | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 7,168 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LETHBRIDGE | | | 2005 | | | JOINT VENTURE | | | 0.2 | | | | 4,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LETHBRIDGE | | | 2006 | | | JOINT VENTURE | | | 25.6 | | | | 368,419 | | | | 99.3 | | | CANADIAN TIRE | | | 2009 | | | | 2029 | | | | | | | | | | | | | | | | | | | | | |
| BRITISH COLUMBIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KAMLOOPS (4) | | | 2005 | | | JOINT VENTURE | | | 9.7 | | | | - | | | | - | | | WINNERS | | | 2016 | | | | 2031 | | | JYSK | | | 2016 | | | | 2034 | | | | | | | | | | | |
| WESTBANK (4) | | | 2006 | | | JOINT VENTURE | | | 25.9 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 100 MILE HOUSE | | | 2004 | | | JOINT VENTURE | | | 7.2 | | | | 69,023 | | | | 100.0 | | | SAAN | | | 2008 | | | | 2013 | | | SAVE ON FOOD & DRUGS | | | 2007 | | | | 2035 | | | | | | | | | | | |
| BURNABY | | | 2005 | | | JOINT VENTURE | | | 0.6 | | | | 8,788 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| COURTENAY | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 4,024 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GIBSONS | | | 2004 | | | JOINT VENTURE | | | 10.3 | | | | 103,596 | | | | 95.5 | | | LONDON DRUGS LTD. | | | 2021 | | | | 2031 | | | SUPER VALU | | | 2007 | | | | 2012 | | | CHEVRON CANADA LTD. | | | 2007 | | | | 2022 | |
| LANGLEY | | | 2004 | | | JOINT VENTURE | | | 7.6 | | | | 34,895 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PORT ALBERNI | | | 2004 | | | JOINT VENTURE | | | 2.5 | | | | 32,866 | | | | 100.0 | | | BUY-LOW FOODS | | | 2012 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| PRINCE GEORGE | | | 2004 | | | JOINT VENTURE | | | 8.0 | | | | 77,931 | | | | 98.6 | | | SAVE ON FOOD & DRUGS | | | 2008 | | | | 2027 | | | SHOPPERS REALTY INC. | | | 2014 | | | | 2044 | | | | | | | | | | | |
| SURREY | | | 2004 | | | JOINT VENTURE | | | 8.0 | | | | 115,117 | | | | 96.1 | | | SAFEWAY STORE | | | 2012 | | | | 2033 | | | THEATRE NEAR YOU | | | 2008 | | | | 2013 | | | | | | | | | | | |
| TRAIL | | | 2004 | | | JOINT VENTURE | | | 15.9 | | | | 187,713 | | | | 91.3 | | | ZELLERS | | | 2009 | | | | 2019 | | | EXTRA FOODS | | | 2014 | | | | 2044 | | | | | | | | | | | |
| VANCOUVER | | | 2004 | | | JOINT VENTURE | | | 3.0 | | | | 35,858 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WESTBANK | | | 2004 | | | JOINT VENTURE | | | 9.7 | | | | 113,141 | | | | 98.1 | | | SAVE ON FOOD & DRUGS | | | 2007 | | | | 2037 | | | SHOPPER’S DRUGMART | | | 2015 | | | | 2045 | | | G&G HARDWARE | | | 2011 | | | | | |
| MANITOBA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WINNIPEG | | | 2005 | | | JOINT VENTURE | | | 0.4 | | | | 4,200 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEW BRUNSWICK | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FREDERICTON | | | 2005 | | | JOINT VENTURE | | | 0.6 | | | | 6,742 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MONCTON | | | 2005 | | | JOINT VENTURE | | | 0.4 | | | | 4,655 | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEWFOUNDLAND | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ST. JOHN’S | | | 2006 | | | JOINT VENTURE | | | 25.8 | | | | 457,768 | | | | 86.2 | | | SEARS | | | 2008 | | | | 2038 | | | CONVERGYS CALL CENTRE | | | 2016 | | | | 2019 | | | SPORT CHEK | | | 2009 | | | | | |
| ONTARIO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KITCHENER | | | 2006 | | | JOINT VENTURE | | | 2.0 | | | | 13,450 | | | | 100.0 | | | VALUE VILLAGE | | | 2011 | | | | 2026 | | | | | | | | | | | | | | | | | | | | | |
| KITCHENER | | | 2006 | | | JOINT VENTURE | | | 5.0 | | | | 66,579 | | | | 90.7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LONDON | | | 2004 | | | JOINT VENTURE | | | 6.9 | | | | 86,612 | | | | 98.7 | | | FAMOUS PLAYERS THEATRE | | | 2015 | | | | 2035 | | | | | | | | | | | | | | | | | | | | | |
| SUDBURY | | | 2006 | | | JOINT VENTURE | | | 5.4 | | | | 40,128 | | | | 100.0 | | | PRICE CHOPPER | | | 2012 | | | | 2022 | | | LIQUIDATION WORLD | | | 2007 | | | | | | | | | | | | | | | |
| WATERLOO | | | 2005 | | | JOINT VENTURE | | | 10.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BARRIE | | | 2005 | | | JOINT VENTURE | | | 1.1 | | | | 4,748 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BARRIE | | | 2005 | | | JOINT VENTURE | | | 1.6 | | | | 1,680 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BARRIE | | | 2005 | | | JOINT VENTURE | | | 1.6 | | | | 6,897 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BRANTFORD | | | 2005 | | | JOINT VENTURE | | | 0.8 | | | | 12,894 | | | | 90.7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BURLINGTON | | | 2005 | | | JOINT VENTURE | | | 0.8 | | | | 9,126 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CAMBRIDGE | | | 2005 | | | JOINT VENTURE | | | 1.3 | | | | 15,730 | | | | 97.1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CORNWALL | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 4,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GUELPH | | | 2005 | | | JOINT VENTURE | | | 0.8 | | | | 3,600 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HAMILTON | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 6,500 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HAMILTON | | | 2005 | | | JOINT VENTURE | | | 0.5 | | | | 10,441 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HAMILTON | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 4,125 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LONDON | | | 2005 | | | JOINT VENTURE | | | 0.4 | | | | 8,152 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LONDON | | | 2005 | | | JOINT VENTURE | | | 0.6 | | | | 5,700 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MISSISSAUGA | | | 2005 | | | JOINT VENTURE | | | 1.8 | | | | 31,091 | | | | 95.3 | | | ESTATE HARDWOOD | | | 2010 | | | | 2015 | | | | | | | | | | | | | | | | | | | | | |
| NORTH BAY | | | 2005 | | | JOINT VENTURE | | | 0.5 | | | | 8,497 | | | | 37.9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 4,448 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ST. CATHERINES | | | 2005 | | | JOINT VENTURE | | | 3.0 | | | | 38,993 | | | | 70.7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ST. CATHERINES | | | 2005 | | | JOINT VENTURE | | | 0.3 | | | | 5,418 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ST. THOMAS | | | 2005 | | | JOINT VENTURE | | | 0.2 | | | | 3,595 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SUDBURY | | | 2005 | | | JOINT VENTURE | | | 0.6 | | | | 9,643 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WATERLOO | | | 2005 | | | JOINT VENTURE | | | 0.6 | | | | 5,274 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| QUEBEC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MONTREAL (4) | | | 2006 | | | JOINT VENTURE | | | 232.0 | | | | 328,069 | | | | 100.0 | | | ZELLERS | | | 2021 | | | | 2056 | | | THE BRICK | | | 2026 | | | | 2036 | | | TOYS R US | | | 2021 | | | | 2041 | |
| ALMA | | | 2004 | | | JOINT VENTURE | | | 36.1 | | | | 267,531 | | | | 99.0 | | | ZELLERS | | | 2009 | | | | 2094 | | | SEARS | | | 2011 | | | | 2026 | | | IGA (COOP DES CONSUMMAT) | | | 2015 | | | | 2035 | |
| CHANDLER | | | 2004 | | | JOINT VENTURE | | | 20.1 | | | | 114,071 | | | | 96.0 | | | HART STORES | | | 2009 | | | | 2024 | | | MCDONALD’S | | | 2015 | | | | 2025 | | | METRO | | | 2010 | | | | 2020 | |
| GASPE | | | 2004 | | | JOINT VENTURE | | | 15.2 | | | | 152,285 | | | | 97.0 | | | CANADIAN TIRE | | | 2021 | | | | 2046 | | | SOBEYS STORES LTD | | | 2015 | | | | | | | | | | | | | | | |
| JONQUIERE | | | 2004 | | | JOINT VENTURE | | | 25.2 | | | | 246,536 | | | | 95.0 | | | ZELLERS | | | 2009 | | | | 2094 | | | SUPER C GROCERIES | | | 2009 | | | | 2020 | | | ZELLERS | | | 2009 | | | | 2094 | |
| LAMALBAIE | | | 2006 | | | JOINT VENTURE | | | 9.2 | | | | 117,169 | | | | 88.7 | | | SAAN | | | 2010 | | | | | | | METRO RICHELIEU | | | 2016 | | | | 2026 | | | CANADIAN TIRE | | | 2008 | | | | | |
| LAURIER STATION | | | 2006 | | | JOINT VENTURE | | | 3.2 | | | | 36,366 | | | | 94.2 | | | PROVIGO | | | 2010 | | | | 2015 | | | | | | | | | | | | | | | | | | | | | |
| MONTREAL | | | 2006 | | | GROUND LEASE (2064)/ JOINT VENTURE | | | 6.7 | | | | 93,152 | | | | 99.4 | | | MAXI (PROVIGO) | | | 2012 | | | | 2037 | | | | | | | | | | | | | | | | | | | | | |
| MONTREAL | | | 2006 | | | GROUND LEASE (2064)/ JOINT VENTURE | | | 8.0 | | | | 25,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MONTREAL | | | 2006 | | | GROUND LEASE (2064)/ JOINT VENTURE | | | 1.1 | | | | 10,157 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ROBERVAL | | | 2004 | | | JOINT VENTURE | | | 3.7 | | | | 126,892 | | | | 98.8 | | | IGA | | | 2013 | | | | 2046 | | | ROSSY | | | 2010 | | | | 2015 | | | | | | | | | | | |
| SAGUENAY | | | 2004 | | | JOINT VENTURE | | | 13.5 | | | | 284,669 | | | | 98.9 | | | ZELLERS | | | 2008 | | | | | | | SEARS | | | 2009 | | | | | | | WINNERS | | | 2011 | | | | 2026 | |
| ST. AUGUSTIN-DE-DESMAURES | | | 2006 | | | JOINT VENTURE | | | 4.7 | | | | 52,565 | | | | 98.3 | | | PROVIGO | | | 2009 | | | | 2024 | | | | | | | | | | | | | | | | | | | | | |
| STE. EUSTACHE | | | 2005 | | | JOINT VENTURE | | | 6.6 | | | | 88,596 | | | | 65.4 | | | MAXI (PROVIGO) | | | 2022 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| STE. EUSTACHE | | | 2005 | | | JOINT VENTURE | | | 2.4 | | | | 26,694 | | | | 87.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| dddTOTAL 152 PREFERRED EQUITY INTERESTS (RETAIL ASSETS ONLY) | | | 1,480.9 | | | | 11,648,982 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PREFERRED EQUITY ACQUISITIONS SUBSEQUENT TO DECEMBER 31, 2006 THROUGH JANUARY 31, 2007 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FLORIDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| APOKA | | | 2007 | | | JOINT VENTURE | | | 7.9 | | | | 71,615 | | | | 85.0 | | | WINN DIXIE | | | 2013 | | | | 2028 | | | | | | | | | | | | | | | | | | | | | |
| LAKE WALES | | | 2007 | | | JOINT VENTURE | | | 3.0 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
40
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | YEAR | | OWNERSHIP | | LAND | | LEASABLE | | PERCENT | | MAJOR LEASES |
| | | DEVELOPED | | INTEREST/ | | AREA | | AREA | | LEASED | | | | LEASE | | OPTION | | | | LEASE | | OPTION | | | | LEASE | | OPTION |
| LOCATION | | OR ACQUIRED | | (EXPIRATION)(2) | | (ACRES) | | (SQ. FT.) | | (1) | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION | | TENANT NAME | | EXPIRATION | | EXPIRATION |
| NEW JERSEY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WHITING (4) | | | 2007 | | | JOINT VENTURE | | | 26.7 | | | | 4,000 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ONTARIO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 2007 | | | JOINT VENTURE | | | 2.7 | | | | 31,001 | | | | 100.0 | | | LOEB CANADA, INC. | | | 2007 | | | | 2027 | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 2007 | | | JOINT VENTURE | | | 4.5 | | | | 3,400 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 2007 | | | JOINT VENTURE | | | 4.6 | | | | 11,133 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 2007 | | | JOINT VENTURE | | | 0.2 | | | | 11,265 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 2007 | | | JOINT VENTURE | | | 1.1 | | | | 12,287 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 2007 | | | JOINT VENTURE | | | 2.6 | | | | 39,840 | | | | 100.0 | | | ORMES FURNITURE | | | 2010 | | | | 2015 | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 2007 | | | JOINT VENTURE | | | 1.5 | | | | 26,512 | | | | 85.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTTAWA | | | 2007 | | | JOINT VENTURE | | | 5.0 | | | | 46,400 | | | | 100.0 | | | LOBLAW PROPERTIES | | | 2009 | | | | 2014 | | | | | | | | | | | | | | | | | | | | | |
PREFERRED EQUITY DISPOSITIONS SUBSEQUENT TO
DECEMBER 31, 2006 THROUGH JANUARY 31, 2007 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TEXAS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SOUTHLAKE | | | 2004 | | | GROUND LEASE (2089)/ JOINT VENTURE | | | 1.6 | | | | 67,839 | | | | 90.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SHOPPING CENTER ACQUISITIONS SUBSEQUENT TO
DECEMBER 31, 2006 THROUGH JANUARY 31, 2007 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CALIFORNIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TORRANCE | | | 2007 | | | JOINT VENTURE | | | 6.8 | | | | 67,504 | | | | 94.4 | | | ACE HARDWARE | | | 2013 | | | | 2023 | | | | | | | | | | | | | | | | | | | | | |
| GEORGIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALPHARETTA | | | 2007 | | | FEE | | | 13.1 | | | | 130,515 | | | | 96.2 | | | KROGER | | | 2013 | | | | 2038 | | | | | | | | | | | | | | | | | | | | | |
| MARYLAND | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GAITHERSBURG | | | 2007 | | | JOINT VENTURE | | | 7.1 | | | | 71,329 | | | | 100.0 | | | RUGGED WAREHOUSE | | | 2008 | | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
| MINNESOTA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HASTINGS | | | 2007 | | | JOINT VENTURE | | | 9.8 | | | | 97,535 | | | | 100.0 | | | CUB FOODS | | | 2013 | | | | 2053 | | | | | | | | | | | | | | | | | | | | | |
| NEW YORK | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HARRIMAN | | | 2007 | | | JOINT VENTURE | | | 52.9 | | | | 227,939 | | | | 100.0 | | | KOHL’S | | | 2023 | | | | 2103 | | | LINEN N THINGS | | | 2013 | | | | 2028 | | | STAPLES | | | 2013 | | | | 2028 | |
| PENNSYLVANIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PITTSBURGH | | | 2007 | | | JOINT VENTURE | | | 13.1 | | | | 130,824 | | | | 93.9 | | | ECKERD’S | | | 2008 | | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
| TENNESSEE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GERMANTOWN | | | 2007 | | | JOINT VENTURE | | | 5.5 | | | | 55,297 | | | | 87.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TEXAS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DALLAS | | | 2007 | | | JOINT VENTURE | | | 17.2 | | | | 171,988 | | | | 94.0 | | | WHOLE FOODS | | | 2009 | | | | | | | | | | | | | | | | | | | | | | | | | |
| AUSTIN | | | 2007 | | | JOINT VENTURE | | | 3.3 | | | | 33,181 | | | | 100.0 | | | JO-ANN FABRICS | | | 2010 | | | | | | | PRIMITIVES | | | 2009 | | | | | | | | | | | | | | | |
| SOUTHLAKE | | | 2007 | | | FEE | | | 3.7 | | | | 37,447 | | | | 96.7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| VIRGINIA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FAIRFAX | | | 2007 | | | FEE | | | 3.5 | | | | - | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FAIRFAX | | | 2007 | | | JOINT VENTURE | | | 10.1 | | | | 101,332 | | | | 100.0 | | | HARRIS TEETER | | | 2021 | | | | 2041 | | | TJ MAXX | | | 2014 | | | | 2024 | | | | | | | | | | | |
| LEESBURG | | | 2007 | | | JOINT VENTURE | | | 31.5 | | | | 314,968 | | | | 98.4 | | | SHOPPER FOOD WAREHOUSE | | | 2014 | | | | 2054 | | | STEIN MART | | | 2011 | | | | 2031 | | | ROSS DRESS FOR LESS | | | 2013 | | | | 2023 | |
| MEXICO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| HUEHUETOCA (4) | | | 2007 | | | FEE | | | 7.9 | | | | 125,873 | | | | 100.0 | | | SORIANA | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SHOPPING CENTER DISPOSITIONS SUBSEQUENT TO
DECEMBER 31, 2006 THROUGH JANUARY 31, 2007 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TEXAS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DALLAS (9) (6) | | | 2002 | | | JOINT VENTURE | | | 9.6 | | | | 125,195 | | | | 93.0 | | | TOM THUMB | | | 2017 | | | | 2032 | | | | | | | | | | | | | | | | | | | | | |
| NEW YORK | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| YONKERS (8) (6) | | | 2000 | | | GROUND LEASE (2047)/ JOINT VENTURE | | | 6.3 | | | | 56,361 | | | | 92.0 | | | STAPLES | | | 2014 | | | | 2029 | | | | | | | | | | | | | | | | | | | | | |
| RETAIL STORE LEASES (15) | | | 1995/ 1997 | | | LEASEHOLD | | | - | | | | 1,867,104 | | | | 99.8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTHER REAL ESTATE INVESTMENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AI PORTFOLIO (VARIOUS CITIES) | | | 2005 | | | JOINT VENTURE | | | 146.3 | | | | 6,387,682 | | | | 98.3 | | | GOODYEAR | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NINETY NON-RETAIL ASSETS | | | 2005 — 2007 | | | VARIOUS | | | 249.1 | | | | 10,872,664 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GRAND TOTAL 1260 PROPERTY INTERESTS | | | | | | | | | 16,676.9 | | | | 161,213,608 | | | | (16 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| (1) | | PERCENT LEASED INFORMATION AS OF DECEMBER 31, 2006 OR DATE OF ACQUISITION IF ACQUIRED SUBSEQUENT TO DECEMBER 31, 2006. |
| |
| (2) | | THE TERM “JOINT VENTURE” INDICATES THAT THE COMPANY OWNS THE PROPERTY IN CONJUNCTION WITH ONE OR MORE JOINT VENTURE PARTNERS. THE DATE INDICATED IS THE EXPIRATION DATE OF ANY GROUND LEASE AFTER GIVING AFFECT TO ALL RENEWAL PERIODS. |
| |
| (3) | | DENOTES REDEVELOPMENT PROJECT. |
| |
| (4) | | DENOTES GROUND-UP DEVELOPMENT PROJECT. THE SQUARE FOOTAGE SHOWN REPRESENTS THE COMPLETED LEASEABLE AREA. |
| |
| (5) | | DENOTES UNDEVELOPED LAND. |
| |
| (6) | | SOLD, TERMINATED, OR TRANSFERRED SUBSEQUENT TO DECEMBER 31, 2006. |
| |
| (7) | | DENOTES PROPERTY INTEREST IN KIMPRU. |
| |
| (8) | | DENOTES PROPERTY INTEREST IN KIMCO INCOME REIT (“KIR”). |
| |
| (9) | | DENOTES PROPERTY INTEREST IN KIMCO RETAIL OPPORTUNITY PORTFOLIO (“KROP”). |
| |
| (10) | | DENOTES PROPERTY INTEREST IN KIMSOUTH REALTY, INC. |
| |
| (11) | | DENOTES PROPERTY INTEREST IN KIMCO INCOME FUND I. |
| |
| (12) | | DENOTES PROPERTY INTEREST IN PL REALTY LLC. |
| |
| (13) | | DENOTES PROPERTY INTEREST IN OTHER INSTITUTIONAL PROGRAMS. |
| |
| (14) | | DENOTES PROPERTY INTEREST IN UBS. |
| |
| (15) | | THE COMPANY HOLDS INTERESTS IN 20 RETAIL STORE LEASES RELATED TO THE ANCHOR STORE PREMISES IN NEIGHBORHOOD AND COMMUNITY SHOPPING CENTERS. |
| |
| (16) | | DOES NOT INCLUDE 37 FNC REALTY PROPERTIES COMPRISING OF 713K SQUARE FEET, 51 NEWKIRK PROPERTIES CONSISTING OF 2.5 MILLION SQUARE FEET, AND 11.0 MILLION SQUARE FEET OF PROJECTED LEASEABLE AREA RELATED TO THE GROUND-UP DEVELOPMENT PROJECTS. |
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Executive Officers of the Registrant
The following table sets forth information with respect to the executive officers of the Company as of January 31, 2007.
| | | | | | | | | | | |
| Name | | Age | | Position | | Since |
| Milton Cooper | | | 78 | | | Chairman of the Board of Directors and Chief Executive Officer | | | 1991 | |
| | | | | | | | | | | |
| Michael J. Flynn | | | 71 | | | Vice Chairman of the Board of Directors and President and Chief Operating Officer | | | 1996
1997 | |
| | | | | | | | | | | |
| David B. Henry | | | 58 | | | Vice Chairman of the Board of Directors and Chief Investment Officer | | | 2001 | |
| | | | | | | | | | | |
| Thomas A. Caputo | | | 60 | | | Executive Vice President | | | 2000 | |
| | | | | | | | | | | |
| Glenn G. Cohen | | | 43 | | | Vice President -
Treasurer | | | 2000
1997 | |
| | | | | | | | | | | |
| Raymond Edwards | | | 44 | | | Vice President -
Retail Property Solutions | | | 2001 | |
| | | | | | | | | | | |
| Jerald Friedman | | | 62 | | | President, KDI and Executive Vice President | | | 2000
1998 | |
| | | | | | | | | | | |
| Bruce M. Kauderer | | | 60 | | | Vice President — Legal General Counsel and Secretary | | | 1995
1997 | |
| | | | | | | | | | | |
| Michael V. Pappagallo | | | 48 | | | Executive Vice President -
Chief Financial Officer | | | 2005
1997 | |
The executive officers of the Company serve in their respective capacities for approximate one-year terms and are subject to re-election by the Board of Directors, generally at the time of the Annual Meeting of the Board of Directors following the Annual Meeting of Stockholders.
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PART II
Item 5. Market for the Registrant’s Common Equity and Related Shareholder Matters
Market Information The following table sets forth the common stock offerings completed by the Company during the three-year period ended December 31, 2006. The Company’s common stock was sold for cash at the following offering price per share:
| | | | | |
| Offering Date | | Offering Price |
| March 2006 | | $ | 40.80 | |
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 under the trading symbol “KIM”.
| | | | | | | | | | | | | |
| | | Stock Price | | |
| Period | | High | | Low | | Dividends |
| 2006: | | | | | | | | | | | | |
| First Quarter | | $ | 42.00 | | | $ | 32.02 | | | $ | 0.330 | |
| Second Quarter | | $ | 40.57 | | | $ | 34.20 | | | $ | 0.330 | |
| Third Quarter | | $ | 43.15 | | | $ | 36.18 | | | $ | 0.360 | |
| Fourth Quarter | | $ | 47.13 | | | $ | 42.13 | | | $ | 0.360 | (a) |
| | | | | | | | | | | | | |
| 2005: | | | | | | | | | | | | |
| First Quarter | | $ | 29.09 | | | $ | 25.90 | | | $ | 0.305 | |
| Second Quarter | | $ | 30.00 | | | $ | 26.17 | | | $ | 0.305 | |
| Third Quarter | | $ | 33.35 | | | $ | 29.19 | | | $ | 0.330 | |
| Fourth Quarter | | $ | 33.21 | | | $ | 27.81 | | | $ | 0.330 | (b) |
| | |
| (a) | | Paid on January 16, 2007, to stockholders of record on January 2, 2007.
|
| |
| (b) | | Paid on January 17, 2006, to stockholders of record on January 3, 2006. |
Holders The number of holders of record of the Company’s common stock, par value $0.01 per share, was 3,530 as of January 31, 2007.
Dividends Since the IPO, the Company has paid regular quarterly dividends to its stockholders. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will be at the discretion of the Board of Directors and will depend on the actual cash flow of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The Company is required by the Internal Revenue Code of 1986, as amended, to distribute at least 90% of its REIT taxable income. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company and any unanticipated capital expenditures.
The Company has determined that the $1.35 dividend per common share paid during 2006 represented 66% ordinary income, 28% in capital gains and a 6% return of capital to its stockholders. The $1.25 dividend per common share paid during 2005 represented 86% ordinary income and 14% 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, mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock. Borrowings under the Company’s revolving credit facilities have also been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements. The various instruments governing the Company’s issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company with regard to dividends, voting, liquidation and other preferential rights available to the holders of such instruments. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 11 and 17 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.
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The Company does not believe that the preferential rights available to the holders of its Class F Preferred Stock, the financial covenants contained in its public bond Indentures, as amended, or its revolving credit agreements will have an adverse impact on the Company’s ability to pay dividends in the normal course to its common stockholders or to distribute amounts necessary to maintain its qualification as a REIT.
The Company maintains a dividend reinvestment and direct stock purchase plan (the “Plan”) pursuant to which common and preferred stockholders and other interested investors may elect to automatically reinvest their dividends to purchase shares of the Company’s common stock or, through optional cash payments, purchase shares of the Company’s common stock. The Company may, from time to time, either (i) purchase shares of its common stock in the open market or (ii) issue new shares of its common stock for the purpose of fulfilling its obligations under the Plan.
Total Stockholder Return Performance The following performance chart compares, over the five years ended December 31, 2006, 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, 2006, is not necessarily indicative of future results. All stockholder return performance assumes the reinvestment of dividends.
Item 6. Selected Financial Data
The following table sets forth selected, historical consolidated financial data for the Company and should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this annual report on Form 10-K.
The Company believes that the book value of its real estate assets, which reflects the historical costs of such real estate assets less accumulated depreciation, is not indicative of the current market value of its properties. Historical operating results are not necessarily indicative of future operating performance.
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| | | | | | | | | | | | | | | | | | | | | |
| | | Year ended December 31, (2) |
| | | 2006 | | 2005 | | 2004 | | 2003 | | 2002 |
| | | | | | | (in thousands, except per share information) | | | | |
| Operating Data: | | | | | | | | | | | | | | | | | | | | |
| Revenues from rental property (1) | | $ | 593,880 | | | $ | 505,557 | | | $ | 490,901 | | | $ | 448,203 | | | $ | 399,725 | |
| Interest expense (3) | | $ | 172,888 | | | $ | 126,901 | | | $ | 106,239 | | | $ | 101,438 | | | $ | 83,916 | |
| Depreciation and amortization (3) | | $ | 141,070 | | | $ | 101,432 | | | $ | 95,398 | | | $ | 79,322 | | | $ | 64,318 | |
| Gain on sale of development properties | | $ | 37,276 | | | $ | 33,636 | | | $ | 16,835 | | | $ | 17,495 | | | $ | 15,880 | |
| Gain on transfer/sale of operating properties,net (3) | | $ | 2,460 | | | $ | 2,833 | | | $ | — | | | $ | 3,177 | | | $ | — | |
| Provision for income taxes | | $ | 16,542 | | | $ | 10,989 | | | $ | 8,320 | | | $ | 8,514 | | | $ | 12,904 | |
| Income from continuing operations | | $ | 345,131 | | | $ | 325,947 | | | $ | 274,110 | | | $ | 234,827 | | | $ | 225,316 | |
| Income per common share, from continuing operations: | | | | | | | | | | | | | | | | | | | | |
| Basic | | $ | 1.39 | | | $ | 1.39 | | | $ | 1.18 | | | $ | 0.99 | | | $ | 0.99 | |
| Diluted | | $ | 1.36 | | | $ | 1.36 | | | $ | 1.16 | | | $ | 0.98 | | | $ | 0.98 | |
| Weighted average number of shares of common stock: | | | | | | | | | | | | | | | | | | | | |
| Basic | | | 239,552 | | | | 226,641 | | | | 222,859 | | | | 214,184 | | | | 208,916 | |
| Diluted | | | 244,615 | | | | 230,868 | | | | 227,143 | | | | 217,540 | | | | 210,922 | |
| Cash dividends declared per common share | | $ | 1.38 | | | $ | 1.27 | | | $ | 1.16 | | | $ | 1.10 | | | $ | 1.05 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | December 31, |
| | | 2006 | | 2005 | | 2004 | | 2003 | | 2002 |
| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |
| Real estate, before accumulated depreciation | | $ | 6,001,319 | | | $ | 4,560,406 | | | $ | 4,092,222 | | | $ | 4,174,664 | | | $ | 3,398,971 | |
| Total assets | | $ | 7,869,280 | | | $ | 5,534,636 | | | $ | 4,749,597 | | | $ | 4,641,092 | | | $ | 3,758,350 | |
| Total debt | | $ | 3,587,243 | | | $ | 2,691,196 | | | $ | 2,118,622 | | | $ | 2,154,948 | | | $ | 1,576,982 | |
| Total stockholders’ equity | | $ | 3,366,959 | | | $ | 2,387,214 | | | $ | 2,236,400 | | | $ | 2,135,846 | | | $ | 1,908,800 | |
| | | | | | | | | | | | | | | | | | | | | |
| Cash flow provided by operations | | $ | 455,569 | | | $ | 410,797 | | | $ | 365,176 | | | $ | 308,632 | | | $ | 278,931 | |
| Cash flow used for investing activities | | $ | (246,221 | ) | | $ | (716,015 | ) | | $ | (299,597 | ) | | $ | (637,636 | ) | | $ | (396,655 | ) |
| Cash flow provided by (used for) financing activities | | $ | 59,444 | | | $ | 343,271 | | | $ | (75,647 | ) | | $ | 341,330 | | | $ | 59,839 | |
| | |
| (1) | | Does not include (i) revenues from rental property relating to unconsolidated joint ventures, (ii) revenues relating to the investment in retail stores leases and (iii) revenues from properties included in discontinued operations. |
| |
| (2) | | All years have been adjusted to reflect the impact of operating properties sold during the the years ended December 31, 2006, 2005, 2004 and 2003 and properties classified as held for sale as of December 31, 2006, which are reflected in discontinued operations in the Consolidated Statements of Income. |
| |
| (3) | | Does not include amounts reflected in discontinued operations. |
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this annual report on Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends which might appear, should not be taken as indicative of future operations.
Executive Summary
Kimco Realty Corporation is one of the nation’s largest publicly-traded owners and operators of neighborhood and community shopping centers. As of January 31, 2007, the Company had interests in 1,348 properties totaling approximately 175.4 million square feet of GLA located in 45 states, Canada, Mexico and Puerto Rico.
The Company is self-administered and self-managed through present management, which has owned and managed neighborhood and community shopping centers for over 45 years. The executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company, with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company.
In connection with the Tax Relief Extension Act of 1999 (the “RMA”), which became effective January 1, 2001, the Company is permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust (“REIT”), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate-related opportunities including (i) merchant building, through its KDI subsidiary, which is primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate advisory and disposition services, which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions. The Company will consider other investments through taxable REIT subsidiaries should suitable opportunities arise.
In addition, the Company continues to capitalize on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties. The Company also provides preferred equity capital for real estate entrepreneurs and provides real estate capital and advisory services to both healthy and distressed retailers. The Company also makes selective investments in secondary market opportunities where a security or other investment is, in management’s judgment, priced below the value of the underlying real estate.
The Company’s strategy is to maintain a strong balance sheet while investing opportunistically and selectively. The Company intends to continue to execute its plan of delivering solid growth in earnings and dividends. As a result of the improved 2006 performance, the Board of Directors increased the quarterly dividend per common share to $0.36 from $0.33, effective for the third quarter of 2006.
Critical Accounting Policies
The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly-owned subsidiaries and all entities in which the Company has a controlling interest including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the provisions and guidance of Interpretation No. 46 (R), Consolidation of Variable Interest Entities or meets certain criteria of a sole general partner or managing member in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). The Company applies these provisions to each of its joint venture investments to determine whether the cost, equity or consolidation method of accounting is appropriate. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the
46
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 realizability of deferred tax assets. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recorded once the required sales level is achieved. Operating expense reimbursements are recognized as earned. Rental income may also include payments received in connection with lease termination agreements. In addition, leases typically provide for reimbursement to the Company of common area maintenance, real estate taxes and other operating expenses.
The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. The Company’s reported net income is directly affected by management’s estimate of the collectability of accounts receivable.
Real Estate
The Company’s investments in real estate properties are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.
Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building and improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships) and assumed debt in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. Based on these estimates, the Company allocates the purchase price to the applicable assets and liabilities. The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
| | | |
| Buildings | | 15 to 50 years |
| Fixtures, building and leasehold improvements (including certain identified intangible assets) | | Terms of leases or useful lives, whichever is shorter |
The Company is required to make subjective assessments as to the useful lives of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on the Company’s net income.
Real estate under development on the Company’s Consolidated Balance Sheets represents ground-up development of neighborhood and community shopping center projects which are subsequently sold upon completion and projects which the Company may hold as long-term investments. These assets are carried at cost. The cost of land and buildings under development includes specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost capitalization when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity. If, in management’s opinion, the estimated net sales price of these assets is less than the net carrying value, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property. A gain on the sale of these assets is generally recognized using the full accrual method in accordance with the provisions of SFAS No. 66, Accounting for Real Estate Sales.
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Long Lived Assets
On a periodic basis, management assesses whether there are any indicators that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining useful life is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends, and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.
When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates the sales price of such asset net of selling costs. If, in management’s opinion, the net sales price of the asset is less than the net book value of such asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.
The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties, investments in joint ventures and other investments. The Company’s reported net income is directly affected by management’s estimate of impairments and/or valuation allowances.
Results of Operations
Comparison 2006 to 2005
Revenues from rental property increased $88.3 million or 17.5% to $593.9 million for the year ended December 31, 2006, as compared with $505.6 million for the corresponding period ended December 31, 2005. This net increase resulted primarily from the combined effect of (i) the acquisition of operating properties during 2005 and 2006, providing incremental revenues for the year ended December 31, 2006 of approximately $72.3 million, (ii) an overall increase in shopping center portfolio occupancy to 95.5% at December 31, 2006, as compared to 94.6% at December 31, 2005 and the completion of certain redevelopment and development projects providing incremental revenues of approximately $33.6 million for the year ended December 31, 2006 as compared to the corresponding period in 2005, offset by (iii) a decrease in revenues of approximately $17.6 million for the year ended December 31, 2006, as compared to the corresponding period in 2005, resulting from the transfer of operating properties to various unconsolidated joint venture entities, tenant buyouts, and the sale of certain properties during 2005 and 2006.
Rental property expenses, including depreciation and amortization, increased approximately $67.4 million or 28.7% to $302.5 million for the year ended December 31, 2006, as compared with $235.1 million for the corresponding year ended December 31, 2005. This increase is primarily due to operating property acquisitions during 2006 and 2005 which were partially offset by operating property dispositions including those transferred to various joint venture entities.
Mortgage and other financing income decreased $8.8 million to $18.8 million for the year ended December 31, 2006, as compared to $27.6 million for the corresponding period in 2005. This decrease is primarily due to the recognition in 2005 of a prepayment fee of $14.0 million received by the Company relating to the early repayment by Shopko of its outstanding loan with the Company, offset by accretion income of approximately $6.2 million received in 2006, resulting from an early pre-payment of a mortgage receivable in June 2006, which had been acquired at a discount.
Management and other fee income increased approximately $10.2 million for the year ended December 31, 2006, as compared to the corresponding period in 2005. This increase is primarily due to incremental fees earned from the Kimsouth portfolio and growth in the Company’s other co-investment programs.
General and administrative expenses increased approximately $20.9 million for the year ended December 31, 2006, as compared to the corresponding period in 2005. This increase is primarily due to personnel-related costs including the non-cash expensing of stock options granted, attributable to the growth of the Company.
Interest, dividends and other investment income increased approximately $26.1 million for the year ended December 31, 2006, as compared to the corresponding period in 2005. This
48
increase is primarily due to greater realized gains on the sale of certain marketable securities and increased interest and dividend income as a result of higher cash balances and the growth in the marketable securities portfolio during 2006 and 2005.
Interest expense increased $46.0 million for the year ended December 31, 2006, as compared to the corresponding period in 2005. This increase is due to higher interest rates and higher outstanding levels of debt during this period as compared to the same period in the preceding year.
Income from other real estate investments increased $20.3 million to $77.1 million for the year ended December 31, 2006, as compared to $56.8 million for the corresponding period in 2005. This increase is primarily due to (i) increased investment in the Company’s Preferred Equity program which contributed $40.1 million for the year ended December 31, 2006, including $12.2 million of profit participation earned from 16 capital transactions, as compared to $32.8 million for the corresponding period in 2005, including $12.6 million of profit participation earned from six capital transactions and (ii) pre-tax profits of $7.9 million from the transfer of two properties from Kimsouth to a joint venture in which the Company has an 18% non-controlling interest. These profits exclude amounts that have been deferred as a result of the Company’s continued ownership interest.
Equity in income of real estate joint ventures, net increased $29.5 million to $106.9 million for the year ended December 31, 2006, as compared to $77.5 million for the corresponding period in 2005. This increase is primarily attributable to (i) increase in equity in income from the KROP primarily resulting from profit participation of approximately $22.2 million and gains from the sale of nine operating properties, one land parcel and one out-parcel during 2006 of which the pro-rata share of gains to the Company were $9.9 million for the year ended December 31, 2006, and (ii) the Company’s growth of its various other real estate joint ventures. The Company has made additional capital investments in these and other joint ventures for the acquisition of additional shopping center properties by the ventures throughout 2005 and 2006.
During 2006, KDI sold six recently completed projects, its partnership interest in one project and 30 out-parcels, in separate transactions, for approximately $260.0 million. These sales resulted in gains of approximately $25.1 million, after income taxes of $12.2 million. These gains exclude approximately $1.1 million of gain relating to one project, which was deferred due to the Company’s continued ownership interest.
During 2005, KDI, sold in separate transactions, 41 out-parcels and six recently completed projects for approximately $264.1 million. These sales provided gains of approximately $22.8 million, after income taxes of approximately $10.8 million.
During 2006, the Company disposed of (i) 28 operating properties and one ground lease, for an aggregate sales price of $270.5 million, which resulted in an aggregate net gain of approximately $71.7 million, net of income taxes of $2.8 million relating to the sale of two properties, and (ii) transferred five operating properties, to joint ventures in which the Company has 20% non-controlling interests for an aggregate price of approximately $95.4 million, which resulted in a gain of approximately $1.4 million from one transferred property.
During 2005, the Company disposed of, in separate transactions, (i) 20 operating properties for an aggregate sales price of approximately $93.3 million, (ii) transferred three operating properties to KROP for an aggregate price of approximately $49.0 million, and (iii) transferred 52 operating properties to various joint ventures in which the Company has non-controlling interests ranging from 15% to 50% for an aggregate price of approximately $183.1 million. For the year ended December 31, 2005, these transactions resulted in gains of approximately $31.9 million and a loss on sale/transfer from four of the properties for $5.2 million.
Net income for the year ended December 31, 2006 was $428.3 million. Net income for the year ended December 31, 2005 was $363.6 million. On a diluted per share basis, net income improved $0.18 to $1.70 for the year ended December 31, 2006, as compared to $1.52 for the corresponding period in 2005. These increases are attributable to (i) an increase in revenues from rental properties primarily due to acquisitions in 2005 and 2006, (ii) increased income from other real estate investments primarily due to increased investments in the Company’s Preferred Equity program, (iii) an increase in equity in income of real estate joint ventures achieved from profit participation and gains on sale of joint venture operating properties and additional capital investment in the Company’s joint venture programs for the acquisition of additional operating properties throughout 2006 and 2005, (iv) increased gains on sales of operating properties in 2006 and (v) increased income contributed from the marketable securities portfolio in 2006 as compared to 2005,
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partially offset by, (vi) an increase in interest expense due to higher interest rates and increased borrowings during 2006.
Comparison 2005 to 2004
Revenues from rental property increased $14.7 million or 3.0% to $505.6 million for the year ended December 31, 2005, as compared with $490.9 million for the year ended December 31, 2004. This net increase resulted primarily from the combined effect of (i) acquisitions during 2005 and 2004 providing incremental revenues of $33.8 million for the year ended December 31, 2005, and (ii) an overall increase in shopping center portfolio occupancy to 94.6% at December 31, 2005, as compared to 93.6% at December 31, 2004 and the completion of certain redevelopment projects and tenant buyouts providing incremental revenues of approximately $18.1 million for the year ended December 31, 2005, as compared to the corresponding period in 2004, offset by (iii) a decrease in revenues of approximately $37.2 million for the year ended December 31, 2005, as compared to the corresponding period in 2004, resulting from the sale of certain properties and the transfer of operating properties to various unconsolidated joint venture entities during 2005 and 2004.
Rental property expenses, including depreciation and amortization, increased approximately $13.5 million or 6.1% to $235.1 million for the year ended December 31, 2005, as compared with $221.6 million for the preceding year. These increases are primarily due to operating property acquisitions during 2005 and 2004, which were partially offset by property dispositions and operating properties transferred to various unconsolidated joint venture entities.
Mortgage and other financing income increased $12.6 million to $27.6 million for the year ended December 31, 2005, as compared to $15.0 million for the year ended December 31, 2004. This increase primarily relates to a $14.0 million prepayment fee received by the Company relating to the early repayment by Shopko of its outstanding loan with the Company.
Management and other fee income increased approximately $5.0 million to $30.5 million for the year ended December 31, 2005, as compared to $25.5 million in the corresponding period in 2004. This increase is primarily due to incremental fees earned from growth in the co-investment programs.
General and administrative expenses increased approximately $13.3 million to $56.8 million for the year ended December 31, 2005, as compared to $43.5 million in the preceding calendar year. This increase is primarily due to (i) a $1.4 million increase in professional fees, due in part to compliance with section 404 of the Sarbanes-Oxley Act, (ii) a $3.0 million increase due to the non-cash expensing of the value attributable to stock options granted and (iii) increased personnel and systems related costs associated with the growth of the Company.
Interest, dividends and other investment income increased approximately $9.6 million to $28.3 million for the year ended December 31, 2005, as compared to $18.7 million in 2004. This increase is primarily due to greater dividend income and realized gains on the sale of certain marketable securities during 2005 as compared to the preceding year.
Interest expense increased $20.7 million to $126.9 million for the year ended December 31, 2005, as compared with $106.2 million for the year ended December 31, 2004. This increase is primarily due to an overall increase in average borrowings outstanding during the year ended December 31, 2005, as compared to the preceding year, resulting from the funding of investment activity during 2005.
Income from other real estate investments increased $26.6 million to $56.7 million for the year ended December 31, 2005, as compared to $30.1 million for the preceding year. This increase is primarily due to increased investment in the Company’s Preferred Equity program, which contributed income of $32.8 million during 2005, including an aggregate of approximately $12.6 million of profit participation earned from six capital transactions during 2005, as compared to $11.4 million in 2004.
Equity in income of real estate joint ventures, net increased $21.1 million to $77.5 million for the year ended December 31, 2005, as compared with $56.4 million for the corresponding period in 2004. This increase is primarily attributable to (i) the increased equity in income from KIR resulting from the sale of two operating properties during 2005 which provided an aggregate gain of $20.2 million, of which the pro-rata share to the Company was $8.7 million, (ii) increased equity in income in three
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joint venture investments resulting from the sale of two operating properties and one development property during 2005, which provided aggregate gains of approximately $17.9 million, of which the pro-rata share to the Company was approximately $8.8 million, and (iii) the Company’s growth of its various other real estate joint ventures. The Company has made additional capital investments in these and other joint ventures for the acquisition of additional shopping center properties throughout 2005 and 2004.
During 2005, KDI, the Company’s wholly-owned development taxable REIT subsidiary, in separate transactions, sold six completed projects and 41 out-parcels for approximately $264.1 million. These sales provided gains of approximately $22.8 million, after income taxes of approximately $10.8 million.
During 2004, KDI, in separate transactions, sold five completed projects, three completed phases of projects and 28 out-parcels for approximately $169.4 million. These sales provided gains of approximately $12.4 million, after income taxes of approximately $4.4 million.
During 2005, the Company (i) disposed of, in separate transactions, 20 operating properties for an aggregate sales price of approximately $93.3 million, (ii) transferred three operating properties to KROP for an aggregate price of approximately $49.0 million, (iii) transferred 52 operating properties to various joint ventures in which the Company has non-controlling interests ranging from 15% to 50% for an aggregate price of approximately $183.1 million. For the year ended December 31, 2005, these transactions resulted in gains of approximately $31.9 million and a loss on sale/transfer from four of the properties for $5.2 million.
During 2004, the Company (i) disposed of, in separate transactions, 16 operating properties and one ground lease for an aggregate sales price of approximately $81.1 million, including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 17 operating properties to KROP for an aggregate price of approximately $197.9 million and (iii) transferred 21 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $491.2 million. For the year ended December 31, 2004, these dispositions resulted in gains of approximately $15.8 million and a loss on sale from three of the properties of approximately $5.1 million.
As part of the Company’s periodic assessment of its real estate properties with regard to both the extent to which such assets are consistent with the Company’s long-term real estate investment objectives and the performance and prospects of each asset, the Company determined in 2004 that its investment in an operating property comprised of approximately 0.1 million square feet of GLA, with a net book value of $3.8 million, might not be fully recoverable. Based upon management’s assessment of current market conditions and lack of demand for the property, the Company reduced its anticipated holding period of this investment. As a result of the reduction in the anticipated holding period, together with reassessment of the potential future operating cash flow for the property and the effects of current market conditions, the Company determined that its investment in this asset was not fully recoverable and recorded an adjustment of property carrying value of approximately $3.0 million in 2004. This adjustment was included, along with the related property operations in the line Income from discontinued operating properties, in the Company’s Consolidated Statements of Income.
Net income for the year ended December 31, 2005, was $363.6 million, compared to $297.1 million for the year ended December 31, 2004. On a diluted per share basis, net income increased $0.26 to $1.52 for the year ended December 31, 2005, as compared to $1.26 for the previous year. This increase is attributable to (i) increased income from other real estate investments, primarily from the Company’s Preferred Equity program, (ii) an increase in equity in income of real estate joint ventures achieved from gains on sales of joint venture operating properties and additional capital investments in the Company’s joint venture programs for the acquisition of additional shopping center properties throughout 2005 and 2004, (iii) increased income contributed from mortgage and other financing receivables as compared to last year and (iv) increased gains on sale/transfer of development and operating properties during 2005, as compared to the same period during 2004.
Tenant Concentrations
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any
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single property, and a large tenant base. At December 31, 2006, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which represented approximately 3.5%, 2.9%, 2.5%, 2.2% and 2.1%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
Liquidity and Capital Resources
The Company’s cash flow activities are summarized as follows (in millions):
| | | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2006 | | 2005 | | 2004 |
| Net cash flow provided by operating activities | | $ | 455.6 | | | $ | 410.8 | | | $ | 365.2 | |
| Net cash flow used for investing activities | | $ | (246.2 | ) | | $ | (716.0 | ) | | $ | (299.6 | ) |
| Net cash flow provided by (used for) financing activities | | $ | 59.4 | | | $ | 343.3 | | | $ | (75.6 | ) |
Operating Activities
The Company anticipates that cash flows from operations will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with REIT requirements in both the short term and long term. In addition, the Company anticipates that cash on hand, borrowings under its revolving credit facilities, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. Net cash flow provided by operating activities for the year ended December 31, 2006, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2005 and 2006, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) growth in the Company’s joint venture and Preferred Equity programs.
Investing Activities
Acquisitions and Redevelopments
During the year ended December 31, 2006, the Company expended approximately $484.8 million towards acquisition of and improvements to operating real estate. (See Note 3 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)
The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace. During the year ended December 31, 2006, the Company expended approximately $62.2 million in connection with these major redevelopments and re-tenanting projects. The Company anticipates its capital commitment toward these and other redevelopment projects during 2007 will be approximately $125.0 million to $150.0 million. The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving lines of credit.
Investments and Advances to Real Estate Joint Ventures
During the year ended December 31, 2006, the Company expended approximately $472.7 million for investments and advances to real estate joint ventures and received approximately $183.4 million from reimbursements of advances to real estate joint ventures. (See Note 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)
Ground-up Development
The Company is engaged in ground-up development projects which consists of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiary, KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) U.S. ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment. All ground-up development projects generally have substantial pre-leasing prior to the commencement of construction. As of December 31, 2006, the Company had in progress a total of 45 ground-up development projects including 23 merchant building projects, six domestic ground-up development projects, and 16 ground-up development projects located throughout Mexico.
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During the year ended December 31, 2006, the Company expended approximately $619.1 million in connection with the purchase of land and construction costs related to these projects and those sold during 2006. These projects are currently proceeding on schedule and substantially in line with the Company’s budgeted costs. The Company anticipates its capital commitment during 2007 toward these and other development projects will be approximately $550 million to $600 million. The proceeds from the sales of the completed ground-up development projects, proceeds from construction loans and availability under the Company’s revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements. (See Note 3 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)
Dispositions and Transfers
During the year ended December 31, 2006, the Company received net proceeds of approximately $342.8 million relating to the sale of various operating properties and ground-up development projects and approximately $1.2 billion from the transfer of operating properties to various joint ventures. (See Notes 3 and 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)
Financing Activities
It is management’s intention that the Company continually have access to the capital resources necessary to expand and develop its business. As such, the Company intends to operate with and maintain a conservative capital structure with a level of debt to total market capitalization of 50% or less. As of December 31, 2006, the Company’s level of debt to total market capitalization was 23%. In addition, the Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings. The Company may, from time to time, seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt structure.
Since the completion of the 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 $4.9 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments. In March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large Cap corporations, most of which are U.S. corporations.
The Company has an $850.0 million unsecured revolving credit facility, which is scheduled to expire in July 2008. This credit facility has made available funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements. As of December 31, 2006, there was no outstanding balance under this credit facility.
The Company also has a three-year CAD $250.0 million unsecured credit facility with a group of banks. This facility bore interest at the CDOR Rate, as defined, plus 0.50%, and is scheduled to expire in March 2008. During January 2006, the facility was further amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Company’s $850.0 million U.S. Credit Facility. Proceeds from this facility are used for general corporate purposes, including the funding of Canadian denominated investments. As of December 31, 2006, there was no outstanding balance under this credit facility.
Additionally, the Company has a three-year MXP 500.0 million unsecured revolving credit facility. This facility bears interest at the TIIE Rate, as defined therein, plus 1.00% and is scheduled to expire in May 2008. Proceeds from this facility are used to fund peso denominated investments. As of December 31, 2006, there was no outstanding balance under this credit facility.
The Company has a MTN program pursuant to which it may, from time-to-time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt maturities. (See Note 11 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
During March 2006, the Company issued $300.0 million of fixed rate unsecured senior notes
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under its MTN program. This fixed rate MTN matures March 15, 2016 and bears interest at 5.783% per annum. The proceeds from this MTN issuance were primarily used to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility and for general corporate purposes.
During June 2006, the Company entered into a third supplemental indenture, under the indenture governing its medium-term notes and senior notes, which amended the (i) total debt test and secured debt test by changing the asset value definition from undepreciated real estate assets to total assets, with total assets being defined as undepreciated real estate assets, plus other assets (but excluding goodwill and amortized debt costs) and (ii) maintenance of unencumbered total asset value covenant by increasing the requirement of the ratio of unencumbered total asset value to outstanding unsecured debt from 1 to 1 to 1.5 to 1. Additionally, the same amended covenants were adopted within the Canadian supplemental indenture, which governs the 4.45% Canadian Debentures due in 2010. As a result of the amended covenants, the Company has increased its borrowing capacity by approximately $2.0 billion.
During August 2006, Kimco North Trust III, a wholly-owned subsidiary of the Company, completed the issuance of $200.0 million Canadian denominated senior unsecured notes. The notes bear interest at 5.18% and mature on August 16, 2013. The proceeds were used by Kimco North Trust III, to pay down outstanding indebtedness under existing credit facilities, to fund long-term investments in Canadian real estate and for general corporate purposes.
In connection with the October 31, 2006, Pan Pacific merger transaction, the Company assumed $650.0 million of unsecured notes payable, including $20.0 million of fair value debt premiums. These notes bear interest at fixed rates ranging from 4.70% to 7.95% per annum and have maturity dates ranging from June 29, 2007 to September 1, 2015 (see Recent Developments — Operating Real Estate Joint Venture Investments — Pan Pacific Retail Properties Inc. and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).
During 2006, the Company repaid its $30.0 million 6.93% fixed rate notes, which matured on July 20, 2006, $100.0 million floating rate notes, which matured on August 1, 2006, and $55.0 million 7.50% fixed rate notes, which matured on November 5, 2006.
In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of KDI. As of December 31, 2006, the Company had over 390 unencumbered property interests in its portfolio.
During March 2006, the Company completed a primary public stock offering of 10,000,000 shares of Common Stock. The net proceeds from this sale of Common Stock, totaling approximately $405.5 million (after related transaction costs of $2.5 million) were primarily used to repay the outstanding balance under the Company’s U.S. revolving credit facility, partial repayment of the outstanding balance under the Company’s Canadian denominated credit facility and for general corporate purposes.
During March 2006, the shareholders of Atlantic Realty approved a proposed merger with the Company, and the closing occurred on March 31, 2006. As consideration for this transaction, the Company issued Atlantic Realty shareholders 1,274,420 shares of Common Stock, excluding 748,510 shares of Common Stock that were to be received by the Company, at a price of $40.41 per share. (See Note 17 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
During May 2006, the Company filed a shelf registration statement on Form S-3ASR, which is effective for a term of three years, for the unlimited future offerings, from time to time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants.
On September 25, 2006, Pan Pacific stockholders approved the proposed merger with the Company and the closing occurred on October 31, 2006. Under the terms of the merger agreement, the Company agreed to acquire all of the outstanding shares of Pan Pacific for a total merger consideration of $70.00 per share. As permitted under the merger agreement, the Company elected to issue $10.00 per share of the total merger consideration in the form of Common Stock. As such, the Company issued 9,185,847 million shares of Common Stock valued at approximately $407.7 million (see Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).
During 2006, the Company received approximately $43.8 million through employee stock option exercises and the dividend reinvestment program.
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In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows, which are expected to increase due to property acquisitions, growth in operating income in the existing portfolio and from other investments. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a conservative dividend payout ratio, reserving such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate. Cash dividends paid increased to $332.6 million in 2006, compared to $293.3 million in 2005 and $265.3 million in 2004.
Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments.
Contractual Obligations and Other Commitments
The Company has debt obligations relating to its revolving credit facilities, MTNs, senior notes, mortgages and construction loans with maturities ranging from less than one year to 29 years. As of December 31, 2006, the Company’s total debt had a weighted average term to maturity of approximately 5.7 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio. As of December 31, 2006, the Company has 82 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 20 non-cancelable operating leases pertaining to its retail store lease portfolio. The following table summarizes the Company’s debt maturities and obligations under non-cancelable operating leases as of December 31, 2006 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2007 | | 2008 | | 2009 | | 2010 | | 2011 | | Thereafter | | Total |
| Long-Term Debt | | $ | 457.0 | | | $ | 302.0 | | | $ | 254.5 | | | $ | 241.4 | | | $ | 410.2 | | | $ | 1,922.2 | | | $ | 3,587.3 | |
| Operating Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Ground Leases | | $ | 14.9 | | | $ | 14.8 | | | $ | 14.3 | | | $ | 12.4 | | | $ | 10.1 | | | $ | 175.8 | | | $ | 242.3 | |
| Retail Store Leases | | $ | 4.6 | | | $ | 4.0 | | | $ | 3.6 | | | $ | 3.2 | | | $ | 2.6 | | | $ | 2.2 | | | $ | 20.2 | |
The Company has $250.0 million of medium term notes, $42.8 million of mortgage debt and $164.2 million of construction loans maturing in 2007. The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facilities, new debt issuances and the sale of completed ground-up development projects.
The Company has issued letters of credit in connection with completion and repayment guarantees for construction loans encumbering certain of the Company’s ground-up development projects and guaranty of payment related to the Company’s insurance program. These letters of credit aggregate approximately $34.9 million.
During October 2006, the Company closed on the Pan Pacific merger, which had a total value of approximately $4.1 billion. Funding for this transaction was provided by approximately $1.3 billion of new individual non-recourse mortgage loans encumbering 51 properties, a $1.2 billion two year credit facility provided by a consortium of banks and guaranteed by the joint venture partners described below and the Company, the issuance of 9,185,847 shares of Common Stock valued at approximately $407.7 million, which was based upon the average closing price of Common Stock over the ten trading days immediately preceding the closing date, the assumption of approximately $630.0 million of unsecured bonds and approximately $289.4 million of existing non-recourse mortgage debt encumbering 23 properties and approximately $300.0 million in cash. With respect to the $1.2 billion guarantee by the Company, PREI, as defined below, guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make. The Company evaluated this guarantee in connection with the provisions of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others and determined that the impact did not have a material effect on the Company’s financial position or results of operations.
Immediately following the merger, the Company commenced its joint venture agreements with Prudential Real Estate Investors (“PREI”) through three separate accounts managed by PREI. In accordance with the joint venture agreements, all Pan Pacific assets and the approximate $1.6 billion of non-recourse mortgage debt and the $1.2 billion credit
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facility mentioned above were transferred to the separate accounts. PREI contributed approximately $1.1 billion on behalf of institutional investors in three of its portfolios. The Company holds 15% non-controlling ownership interests in each of these joint ventures, with a total aggregate investment of approximately $194.8 million, and will account for these investments under the equity method of accounting. In addition, the Company will manage the portfolios and earn acquisition fees, leasing commissions, property management fees and construction management fees.
During 2006, an entity in which the Company has a preferred equity investment, located in Montreal, Canada, obtained a non-recourse construction loan, which is collateralized by the respective land and project improvements. Additionally, the Company has provided a guaranty to the lender and the developer partner has provided an indemnity to the Company for 25% of all debt. As of December 31, 2006, there was CAD $40.0 million (approximately USD $35.8 million) outstanding on this construction loan.
Additionally, during 2006, KROP obtained a one year $15.0 million unsecured term loan, which bears interest at LIBOR plus 0.5%. This loan is guaranteed by the Company and GECRE has guaranteed reimbursement to the Company of 80% of any guaranty payment the Company is obligated to make.
In connection with the construction of its development projects and related infrastructure, certain public agencies require performance and surety bonds be posted to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2006, there were approximately $92.5 million bonds outstanding.
Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD $7.0 million (approximately USD $6.0 million) letter of credit facility. This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $3.9 million (approximately USD $3.4 million) outstanding as of December 31, 2006, relating to various development projects.
During 2005, a joint venture entity in which the Company has a non-controlling interest obtained a CAD $22.5 million (approximately USD $19.3 million) credit facility to finance the construction of a 0.1 million square foot shopping center property located in Kamloops, B.C. This facility bears interest at Royal Bank Prime Rate (“RBP”) plus 0.5% per annum and is scheduled to mature in May 2007. The Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million (approximately USD $64.3 million) on this facility. As of December 31, 2006, there was CAD $21.0 million (approximately USD $18.0 million) outstanding on this facility.
During 2005, PL Retail entered into a $39.5 million unsecured revolving credit facility, which bears interest at LIBOR plus 0.675% and was scheduled to mature in February 2007. During 2007, the loan was extended to February 2008 at a reduced rate of LIBOR plus 0.45%. This facility is guaranteed by the Company and the joint venture partner has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make. As of December 31, 2006, there was $39.5 million outstanding under this facility.
Additionally, during 2005, the Company acquired three operating properties and one land parcel, through joint ventures, in which the Company holds 50% non-controlling interests. Subsequent to these acquisitions, the joint ventures obtained four individual one-year loans aggregating $20.4 million with interest rates ranging from LIBOR plus 0.50% to LIBOR plus 0.55%. During 2006, these term loans were extended for an additional year. These loans are jointly and severally guaranteed by the Company and the joint venture partner.
During 2006, the Company obtained construction financing on three ground-up development projects for an original loan commitment amount of up to $83.8 million of which approximately $36.0 million was outstanding at December 31, 2006. As of December 31, 2006, the Company had a total of 13 construction loans with total commitments of up to $330.9 million of which $271.0 million had been funded to the Company. These loans had maturities ranging from two months to 31 months and interest rates ranging from 6.87% to 7.32% at December 31, 2006.
Off-Balance Sheet Arrangements
Ground-Up Development Joint Ventures
At December 31, 2006, the Company has three ground-up development projects through unconsolidated joint ventures in which the Company has 50% non-controlling interests. Two projects are financed with individual non-recourse construction loans and one term loan with total aggregate loan commitments of up to $249.4 million of which $128.6 million has been funded. These loans have variable interest rates ranging from 5.82% to 8.25% at December 31, 2006, and maturities ranging from four months to 10 months.
56
Unconsolidated Real Estate Joint Ventures
The Company has investments in various unconsolidated real estate joint ventures with varying structures. These joint ventures operate either shopping center properties or are established for development projects. Such arrangements are generally with third-party institutional investors, local developers and individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans. Non-recourse mortgage debt is generally defined as debt whereby the lenders’ sole recourse with respect to borrower defaults is limited to the value of the property collateralized by the mortgage. The lender generally does not have recourse against any other assets owned by the borrower or any of the constituent members of the borrower, except for certain specified exceptions listed in the particular loan documents (see Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). These investments include the following joint ventures:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Non-Recourse | | | | | | | | | | | | | | Weighted |
| | | Kimco | | | | | | | | | | Mortgage | | Recourse | | Number of | | Average | | Average |
| | | Ownership | | Number of | | Total GLA | | Payable | | Notes Payable | | Encumbered | | Interest | | Term |
| Venture | | Interest | | Properties | | (in thousands) | | (in millions) | | (in millions) | | Properties | | Rate | | (months) |
| KimPru | | | 15.00 | % | | | 137 | | | | 19,645 | | | $ | 1,545.1 | | | $ | 1,235.3 | (c) | | | 72 | | | | 5.73 | % | | | 63.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KIR | | | 45.00 | % | | | 66 | | | | 13,996 | | | $ | 1,080.7 | | | $ | 14.0 | | | | 64 | | | | 7.06 | % | | | 49.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KROP | | | 20.00 | % | | | 25 | | | | 3,606 | | | $ | 318.9 | (b) | | $ | 15.0 | (c) | | | 25 | | | | 6.30 | % | | | 41.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PL Retail | | | 15.00 | % | | | 23 | | | | 5,809 | | | $ | 682.2 | | | $ | 39.5 | (c) | | | 23 | | | | 6.48 | % | | | 30.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KUBS | | | 18.93 | %(a) | | | 31 | | | | 4,994 | | | $ | 592.2 | | | $ | — | | | | 31 | | | | 5.59 | % | | | 96.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RioCan Venture | | | 50.00 | % | | | 34 | | | | 8,140 | | | $ | 641.4 | | | $ | — | | | | 34 | | | | 6.32 | % | | | 69.9 | |
| | |
| (a) | | Ownership % is a blended rate. |
| |
| (b) | | KROP has entered into a series of interest rate cap agreements to mitigate the impact of changes in interest rates on its variable-rate mortgage agreements. Such mortgage debt is collateralized by the individual shopping center property and is payable in monthly installments of principal and interest. |
| |
| (c) | | See Contractual Obligations and Other Commitments regarding guarantees by the Company and its joint venture partners. |
The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2006, these unconsolidated joint ventures had individual non-recourse mortgage loans aggregating approximately $2.2 billion. The Company’s pro-rata share of these non-recourse mortgages was approximately $734.1 million. (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
Other Real Estate Investments
The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties. The Company accounts for its preferred equity investments under the equity method of accounting. As of December 31, 2006, the Company’s net investment under the Preferred Equity Program was approximately $400.4 million relating to 215 properties. As of December 31, 2006, these preferred equity investment properties had individual non-recourse mortgage loans aggregating approximately $1.2 billion. Due to the Company’s preferred position in these investments, the Company’s pro-rata 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.
During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30 properties. The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the lessee having certain renewal option rights. The Company’s cash equity investment was approximately $4.0 million. This equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting for Leases (as amended). The net investment in leveraged lease reflects the original cash investment adjusted by remaining net rentals, estimated unguaranteed residual value, unearned and deferred income, and deferred taxes relating to the investment.
As of December 31, 2006, 16 of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $29.1 million. As of
57
December 31, 2006, the remaining 14 properties were encumbered by third-party non-recourse debt of approximately $53.8 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease. As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease. Accordingly, this debt has been offset against the related net rental receivable under the lease.
Effects of Inflation
Many of the Company’s leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants’ gross sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices. In addition, many of the Company’s leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. Most of the Company’s leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company’s exposure to increases in costs and operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and/or foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign currency exchange rates.
New Accounting Pronouncements
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, Accounting for Income Taxes (“FIN 48”), regarding accounting for and disclosure of uncertain tax positions. This guidance seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the provisions of FIN 48, but does not expect its adoption to have a material impact on the Company’s financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurement. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The impact of adopting SFAS No. 157 is not expected to have a material impact on the Company’s financial position or results of operations.
Additionally in September 2006, the United States Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), which provides interpretive guidance on how registrants should quantify financial statement misstatements. SAB 108 requires registrants to quantify misstatements using both balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relative quantitative and qualitative factors. For transition purposes, the registrants will be permitted to restate prior period financial statements or recognize the cumulative effect of initially applying SAB 108 through an adjustment to beginning retained earnings in the year of adoption. SAB 108 is effective for annual financial statements covering the first fiscal year ending after November 15, 2006. The impact of adopting SAB 108 did not have a material impact on the Company’s financial position or results of operations.
In December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2, Accounting for Registration Payment Arrangements. EITF 00-19-2 addresses an issuer’s accounting for registration payment arrangements and specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. The guidance in EITF 00-19-2 amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging
58
Activities, No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, and FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”), to include scope exceptions for registration payment arrangements. EITF 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles (GAAP) without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. EITF 00-19-2 shall be effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to the date of issuance of this EITF, or for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years. The Company does not expect the adoption of EITF 00-19-2 to have a material impact on the Company’s financial position or results of operations.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on the Company’s financial position or results of operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company’s primary market risk exposure is interest rate risk. The following table presents the Company’s aggregate fixed rate and variable rate domestic and foreign debt obligations outstanding as of December 31, 2006, with corresponding weighted-average interest rates sorted by maturity date. 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 and Canadian dollars, as indicated by geographic description ($USD equivalent in millions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair |
| | | 2007 | | 2008 | | 2009 | | 2010 | | 2011 | | 2012+ | | Total | | Value |
| U.S. Dollar Denominated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Secured Debt Fixed Rate | | $ | 26.5 | | | $ | 94.8 | | | $ | 49.2 | | | $ | 19.9 | | | $ | 46.7 | | | $ | 304.5 | | | $ | 541.6 | | | $ | 555.6 | |
| Average Interest Rate | | | 8.06 | % | | | 7.21 | % | | | 7.83 | % | | | 8.39 | % | | | 7.42 | % | | | 6.53 | % | | | 6.99 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Variable Rate | | $ | 173.5 | | | $ | 81.5 | | | $ | 25.3 | | | $ | 16.4 | | | $ | — | | | $ | 0.6 | | | $ | 297.3 | | | $ | 297.3 | |
| Average Interest Rate | | | 7.22 | % | | | 7.04 | % | | | 6.91 | % | | | 7.35 | % | | | — | | | | 8.25 | % | | | 7.15 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Unsecured Debt Fixed Rate | | $ | 250.0 | | | $ | 125.7 | | | $ | 180.0 | | | $ | 76.5 | | | $ | 363.4 | | | $ | 1,445.7 | | | $ | 2,441.3 | | | $ | 2,457.9 | |
| Average Interest Rate | | | 6.83 | % | | | 4.61 | % | | | 6.98 | % | | | 5.55 | % | | | 6.36 | % | | | 5.50 | % | | | 5.83 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Variable Rate | | $ | 6.9 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 6.9 | | | $ | 6.9 | |
| Average Interest Rate | | | 8.00 | % | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8.00 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair |
| | | 2007 | | 2008 | | 2009 | | 2010 | | 2011 | | 2012+ | | Total | | Value |
| Canadian Dollar Denominated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Unsecured Debt Fixed Rate | | $ | — | | | $ | — | | | $ | — | | | $ | 128.6 | | | $ | — | | | $ | 171.5 | | | $ | 300.1 | | | $ | 297.9 | |
| Average Interest Rate | | | — | | | | — | | | | — | | | | 4.45 | % | | | — | | | | 5.18 | % | | | 4.87 | % | | | | |
Based on the Company’s variable-rate debt balances, interest expense would have increased by approximately $3.0 million in 2006 if short-term interest rates were 1.0% higher.
As of December 31, 2006, the Company had Canadian investments totaling approximately CAD $801.3 million (approximately USD $687.2 million) comprised of real estate joint venture investments and marketable securities. In addition, the Company has Mexican real estate investments of approximately MXP 5.0 billion (approximately USD $463.2 million). The
59
foreign currency exchange risk has been partially mitigated through the use of local currency denominated debt, inflation adjusted leases, and a cross currency swap (the “CC Swap”). The Company is exposed to credit risk in the event of non-performance by the counter-party to the CC Swap. The Company believes it has mitigated its credit risk by entering into the CC Swap with a major financial institution.
The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes. As of December 31, 2006, the Company had no other material exposure to market risk.
Item 8. Financial Statements and Supplementary Data
The response to this Item 8 is included as a separate section of this annual report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The 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 in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2006.
Our management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2006 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.
60
PART III
Item 10. Directors and Executive Officers of the Registrant
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 17, 2007.
Information with respect to the Executive Officers of the Registrant follows Part I, Item 4 of this annual report on Form 10-K.
On June 14, 2006, the Company’s Chief Executive Officer submitted to the New York Stock Exchange (the “NYSE”) the annual certification required by Section 303A.12 (a) of the NYSE Company Manual. In addition, the Company has filed with the Securities and Exchange Commission as exhibits to this Form 10-K the certifications, required pursuant to Section 302 of the Sarbanes-Oxley Act, of its Chief Executive Officer and Chief Financial Officer relating to the quality of its public disclosure.
Item 11. Executive Compensation
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 17, 2007.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 17, 2007.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 17, 2007.
Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 17, 2007.
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PART IV
Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
| | | | | | | |
| | | | | Form 10-K | |
| | | | | Report | |
| | | | | Page | |
| (a) | | 1. Financial Statements - | | | | |
| | | The following consolidated financial information is included as a separate section of this annual report on Form 10-K. | | | | |
| | | | | | | |
| | | Report of Independent Registered Public Accounting Firm | | | 69 | |
| | | | | | | |
| | | Consolidated Financial Statements | | | | |
| | | | | | | |
| | | Consolidated Balance Sheets as of December 31, 2006 and 2005 | | | 71 | |
| | | | | | | |
| | | Consolidated Statements of Income for the years ended December 31, 2006, 2005 and 2004 | | | 72 | |
| | | | | | | |
| | | Consolidated Statements of Comprehensive Income for the years ended December 31, 2006, 2005 and 2004 | | | 73 | |
| | | | | | | |
| | | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2006, 2005 and 2004 | | | 74 | |
| | | | | | | |
| | | Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004 | | | 75 | |
| | | | | | | |
| | | Notes to Consolidated Financial Statements | | | 76 | |
| | | | | | | |
| | | 2. Financial Statement Schedules - | | | | |
| | | | | | | |
| | | Schedule II — Valuation and Qualifying Accounts | | | 120 | |
| | | Schedule III — Real Estate and Accumulated Depreciation | | | 121 | |
| | | | | | | |
| | | All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule. | | | | |
| | | | | | | |
| | | 3. Exhibits — | | | | |
| | | | | | | |
| | | The exhibits listed on the accompanying Index to Exhibits are filed as part of this report. | | | 63 | |
62
INDEX TO EXHIBITS
| | | | | | | | | |
| | | | | | | Form 10-K |
| Exhibits | | | | Page |
| | 2.1 | | | — Form of Plan of Reorganization of Kimco Realty Corporation | | | | |
| | | | | [Incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-11 No. 33-42588]. | | | | |
| | | | | | | | | |
| | 2.2 | | | — Agreement and Plan of Merger by and between Kimco Realty Corporation, KRC CT Acquisition Limited Partnership, KRC PC Acquisition Limited Partnership, Pan Pacific Retail Properties, Inc., CT Operating Partnership L.P., and Western/PineCreek, Ltd. dated July 9, 2006. [Incorporated by reference to Exhibit 2.1 to the Company’s Form 10-Q filed July 28, 2006]. | | | | |
| | | | | | | | | |
| | 2.3 | | | — Amendment No. 1 to Agreement and Plan of Merger, dated as of October 30, 2006, by and between Kimco Realty Corporation, KRC CT Acquisition Limited Partnership, KRC PC Acquisition Limited Partnership, Pan Pacific Retail Properties, Inc., CT Operating Partnership L.P., and Western/PineCreek, Ltd. [Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated November 3, 2006]. | | | | |
| | | | | | | | | |
| | 3.1 | | | — Articles of Amendment and Restatement of the Company, dated August 4, 1994 [Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994]. | | | | |
| | | | | | | | | |
| | 3.2 | | | — By-laws of the Company dated February 6, 2002, as amended [Incorporated by reference to Exhibit 3.2 to the 2001 Form 10-K]. | | | | |
| | | | | | | | | |
| | 3.3 | | | — By-laws of the Company dated February 1, 2005, as amended [Incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K dated February 1, 2005]. | | | | |
| | | | | | | | | |
| | 3.4 | | | — Articles Supplementary relating to the 8 1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated July 25, 1995. [Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995 (file #1-10899) (the “1995 Form 10-K”)]. | | | | |
| | | | | | | | | |
| | 3.5 | | | — Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated April 9, 1996 [Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996]. | | | | |
| | | | | | | | | |
| | 3.6 | | | — Articles Supplementary relating to the 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated May 7, 2003 [Incorporated by reference to the Company’s filing on Form 8-A dated June 3, 2003]. | | | | |
| | | | | | | | | |
| | 4.1 | | | — Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K [Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-11 No. 33-42588]. | | | | |
| | | | | | | | | |
| | 4.2 | | | — Certificate of Designations [Incorporated by reference to Exhibit 4(d) to Amendment No. 1 to the Registration Statement on Form S-3 dated September 10, 1993 (the “Registration Statement”, Commission File No. 33-67552)]. | | | | |
63
INDEX TO EXHIBITS (continued)
| | | | | | | | | |
| | | | | | | Form 10-K |
| Exhibits | | | | Page |
| | 4.3 | | | — Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) [Incorporated by reference to Exhibit 4(a) to the Registration Statement]. | | | | |
| | | | | | | | | |
| | 4.4 | | | — First Supplemental Indenture, dated as of August 4, 1994. [Incorporated by reference to Exhibit 4.6 to the 1995 Form 10-K.] | | | | |
| | | | | | | | | |
| | 4.5 | | | — Second Supplemental Indenture, dated as of April 7, 1995 [Incorporated by reference to Exhibit 4(a) to the Company’s Current Report on Form 8-K dated April 7, 1995 (the “April 1995 8-K”)]. | | | | |
| | | | | | | | | |
| | 4.6 | | | — Form of Medium-Term Note (Fixed Rate) [Incorporated by reference to Exhibit 4.6 to the 2001 Form 10-K]. | | | | |
| | | | | | | | | |
| | 4.7 | | | — Form of Medium-Term Note (Floating Rate) [Incorporated by reference to Exhibit 4.7 to the 2001 Form 10-K]. | | | | |
| | | | | | | | | |
| | 4.8 | | | — Indenture dated April 1, 2005, between Kimco North Trust III, Kimco Realty Corporation, as Guarantor and BNY Trust Company of Canada, as Trustee [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 21, 2005]. | | | | |
| | | | | | | | | |
| | 4.9 | | | — Third Supplemental Indenture dated as of June 2, 2006. [Incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K dated June 5, 2006]. | | | | |
| | | | | | | | | |
| | 4.10 | | | — Fifth Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee [Incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K dated November 3, 2006]. | | | | |
| | | | | | | | | |
| | 4.11 | | | — First Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee [Incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K dated November 3, 2006]. | | | | |
| | | | | | | | | |
| | *4.12 | | | — First Supplemental Indenture, dated as of June 2, 2006, among Kimco North Trust III, Kimco Realty Corporation, as Guarantor and BNY Trust Company of Canada, as Trustee. | | | 129 | |
| | | | | | | | | |
| | *4.13 | | | — Second Supplemental Indenture, dated as of August 16, 2006, among Kimco North Trust III, Kimco Realty Corporation, as Guarantor and BNY Trust Company of Canada, as Trustee. | | | 135 | |
| | | | | | | | | |
| | 10.1 | | | — Management Agreement between the Company and KC Holdings, Inc. [Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-11 No. 33-47915]. | | | | |
| | | | | | | | | |
| | 10.2 | | | — Amended and Restated Stock Option Plan [Incorporated by reference to Exhibit 10.3 to the 1995 Form 10-K]. | | | | |
| | | | | | | | | |
| | 10.3 | | | — Employment Agreement between Kimco Realty Corporation and Michael J. Flynn, dated November 1, 1998 [Incorporated by reference to Exhibit 10.4 to the 1998 Form 10-K]. | | | | |
| | | | | | | | | |
| | 10.4 | | | — Restricted Equity Agreement, Non-Qualified and Incentive Stock Option Agreement, and Price Condition Non- Qualified and Incentive Stock Option Agreement between Kimco Realty Corporation and Michael J. Flynn, each dated November 1, 1995 [Incorporated by reference to Exhibit 10.5 to the 1995 Form 10-K]. | | | | |
| | | | | | | | | |
| | 10.5 | | | — Employment Agreement between Kimco Realty Corporation and Michael J. Flynn, dated July 21, 2004 [Incorporated by reference to Exhibit 10.14 to the Company’s Form 10-Q filed on November 5, 2004]. | | | | |
| | | | | | | | | |
64
INDEX TO EXHIBITS (continued)
| | | | | | | | | |
| | | | | | | Form 10-K |
| Exhibits | | | | Page |
| | 10.6 | | | — Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo, dated January 1, 2002 [Incorporated by reference to Exhibit 10.6 to the 2001 Form 10-K]. | | | | |
| | | | | | | | | |
| | 10.7 | | | — Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated January 13, 1998 [Incorporated by reference to Exhibit 10.10 to the Company’s and the Price REIT, Inc.’s Joint Proxy Statement/Prospectus on Form S-4 No. 333-52667]. | | | | |
| | | | | | | | | |
| | 10.8 | | | — First Amendment to Amended and Restated Executive Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated January 1, 2002 [Incorporated by reference to Exhibit 10.8 to the 2001 Form 10-K]. | | | | |
| | | | | | | | | |
| | 10.9 | | | — The 1998 Equity Participation Plan [Incorporated by reference to the Company’s and The Price REIT, Inc.’s Joint Proxy/Prospectus on Form S-4 No. 333-52667]. | | | | |
| | | | | | | | | |
| | 10.10 | | | — Employment Agreement between Kimco Realty Corporation and David B. Henry – the Company commenced a five-year employment agreement with Mr. Henry pursuant to which Mr. Henry will serve as Chief Investment Officer and has been nominated as Vice Chairman of the Board of Directors [Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed on May 10, 2001]. | | | | |
| | | | | | | | | |
| | 10.11 | | | — Employment Agreement between Kimco Realty Corporation and David B. Henry, dated July 26, 2004 [Incorporated by reference to Exhibit 10.14 to the Company’s Form 10-Q filed on November 5, 2004]. | | | | |
| | | | | | | | | |
| | 10.12 | | | — $500,000,000 Credit Agreement dated as of June 3, 2003, among Kimco Realty Corporation, the Several Lenders from Time to Time Parties Hereto, JPMorgan Chase Bank as Issuing Lender, Bank One, NA, Wachovia Bank, National Association as Syndication Agents, UBS AG, Cayman Island Branch, The Bank of Nova Scotia, New York Agency as Documentation Agents, The Bank of New York, Eurohypo AG, New York Branch, Keybank National Association, Merrill Lynch Bank, USA, Suntrust as Co-Agents and JPMorgan Chase as Administrative Agent [Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed on August 11, 2003]. | | | | |
| | | | | | | | | |
| | 10.13 | | | — $400,000,000 Credit Agreement dated as of October 1, 2003, among Kimco Realty Corporation, the Several Lenders from Time to Time Parties Hereto, Wachovia Bank, National Association and the Bank of Nova Scotia, as Syndication Agents, Keybank National Association as Documentation Agent, Bank One, NA as Administrative Agent, Banc One Capital Markets, Inc. and Scotia Capital as Co-Bookrunners and Co-Lead Arrangers [Incorporated by reference to Exhibit 10.12 to the Company’s Form 10-Q filed on November 10, 2003]. | | | | |
65
INDEX TO EXHIBITS (continued)
| | | | | | | | | |
| | | | | | | Form 10-K |
| Exhibits | | | | Page |
| | 10.14 | | | — CAD $150,000,000 Credit Agreement dated September 21, 2004, among Kimco North Trust I, North Trust II, North Trust III, North Trust V, North Trust VI, Kimco North Loan Trust IV, Kimco Realty Corporation, the Several Lenders from Time to Time Parties Hereto, Royal Bank of Canada, as Issuing Lender and Administrative Agent, The Bank of Nova Scotia and Bank of America, N.A., as Syndication Agents, Canadian Imperial Bank of Commerce as Documentation Agent and RBC Capital Markets, as Bookrunner and Lead Arranger [Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K dated September 21, 2004]. | | | | |
| | | | | | | | | |
| | 10.17 | | | — Amendment and Restated 1998 Equity Participation Plan [Incorporated by reference to Exhibit 10.17 to the Company’s 2004 Form 10-K]. | | | | |
| | | | | | | | | |
| | 10.18 | | | — CAD $250,000,000 Amended and Restated Credit Facility dated March 31, 2005, with Royal Bank of Canada, as Issuing Lender and Administrative Agent and various lenders [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 31, 2005]. | | | | |
| | | | | | | | | |
| | 10.19 | | | — $850,000,000 Amended and Restated Unsecured Revolving Credit Facility dated July 26, 2005, with JPMorgan Chase Bank NA, as Issuing Lender and Administrative Agent and various lenders [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 26, 2005]. | | | | |
| | | | | | | | | |
| | 10.20 | | | — Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated September 21, 2005 [Incorporated by reference to Exhibit 10.16 to the Company’s Form 10-Q filed on November 4, 2005. | | | | |
| | | | | | | | | |
| | 10.21 | | | — CAD $250,000,000 Amended and Restated Credit Facility dated January 25, 2006, with Royal Bank of Canada, as Issuing Lender and Administrative Agent and various lenders. | | | | |
| | | | | | | | | |
| | 10.22 | | | — Credit Agreement, dated as of October 30, 2006, among PK Sale LLC, as borrower, PRK Holdings I LLC, PRK Holdings II LLC and PK Holdings III LLC, as guarantors, Kimco Realty Corporation, as guarantor, the lenders party hereto from time to time, JP Morgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., as Co-Syndication Agents Scotia Banc, Inc. and Wells Fargo Bank, National Association as Co-Documentation Agents, The Royal Bank of Scotland, PLC, Sumitomo Mitsui Banking Corporation, and West LB AG, New York Branch as Co-Managing Agents, and The Bank of New York, Mizuho Corporate Bank (USA), Royal Bank of Canada, and U.S. Bank, National Association, as Co-Agents [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 3, 2006]. | | | | |
| | | | | | | | | |
| | *12.1 | | | — Computation of Ratio of Earnings to Fixed Charges | | | 144 | |
| | | | | | | | | |
| | *12.2 | | | — Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends | | | 145 | |
| | | | | | | | | |
| | *21.1 | | | — Subsidiaries of the Company | | | 146 | |
| | | | | | | | | |
| | *23.1 | | | — Consent of PricewaterhouseCoopers LLP | | | 157 | |
| | | | | | | | | |
| | *31.1 | | | — Certification of the Company’s Chief Executive Officer, Milton Cooper, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 158 | |
| | | | | | | | | |
| | *31.2 | | | — Certification of the Company’s Chief Financial Officer, Michael V. Pappagallo, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 159 | |
| | | | | | | | | |
| | *32.1 | | | — Certification of the Company’s Chief Executive Officer, Milton Cooper, and the Company’s Chief Financial Officer, Michael V. Pappagallo, pursuant to section 906 of the Sarbanes-Oxley Act of 2002 | | | 160 | |
66
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | |
| | KIMCO REALTY CORPORATION
(Registrant)
| |
| | By: | /s/ Milton Cooper | |
| | | Milton Cooper | |
| | | Chief Executive Officer | |
| |
Dated: February 27, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ Martin S. Kimmel Martin S. Kimmel | | Chairman (Emeritus) of the Board of Directors | | February 27, 2007 |
| | | | | |
/s/ Milton Cooper Milton Cooper | | Chairman of the Board of Directors and Chief Executive Officer | | February 27, 2007 |
| | | | | |
/s/ Michael J. Flynn Michael J. Flynn | | Vice Chairman of the Board of Directors, President and Chief Operating Officer | | February 27, 2007 |
| | | | | |
/s/ David B. Henry David B. Henry | | Vice Chairman of the Board of Directors and Chief Investment Officer | | February 27, 2007 |
| | | | | |
/s/ Richard G. Dooley Richard G. Dooley | | Director | | February 27, 2007 |
| | | | | |
/s/ Joe Grills Joe Grills | | Director | | February 27, 2007 |
| | | | | |
/s/ F. Patrick Hughes F. Patrick Hughes | | Director | | February 27, 2007 |
| | | | | |
/s/ Frank Lourenso Frank Lourenso | | Director | | February 27, 2007 |
| | | | | |
/s/ Richard Saltzman Richard Saltzman | | Director | | February 27, 2007 |
| | | | | |
/s/ Michael V. Pappagallo Michael V. Pappagallo | | Executive Vice President - Chief Financial Officer | | February 27, 2007 |
| | | | | |
/s/ Glenn G. Cohen Glenn G. Cohen | | Vice President - Treasurer | | February 27, 2007 |
| | | | | |
/s/ Paul Westbrook Paul Westbrook | | Director of Accounting | | February 27, 2007 |
67
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15 (a) (1) and (2)
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
| | | | | |
| | | FORM 10-K | |
| | | Page | |
| KIMCO REALTY CORPORATION AND SUBSIDIARIES | | | | |
| | | | | |
| | | 69 | |
| | | | | |
| Consolidated Financial Statements and Financial Statement Schedules: | | | | |
| | | | | |
| | | 71 | |
| | | | | |
| | | 72 | |
| | | | | |
| | | 73 | |
| | | | | |
| | | 74 | |
| | | | | |
| | | 75 | |
| | | | | |
| | | 76 | |
| | | | | |
| Financial Statement Schedules: | | | | |
| | | | | |
| | | 120 | |
| III. Real Estate and Accumulated Depreciation | | | 121 | |
68
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Kimco Realty Corporation:
We have completed integrated audits of Kimco Realty Corporation’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.
Consolidated financial statements and financial statement schedules
In our opinion, the consolidated financial statements listed in the accompanying index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Kimco Realty Corporation and its Subsidiaries (collectively, the “Company”) at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Internal control over financial reporting
Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established inInternal Control — Integrated Frameworkissued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A 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
69
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 27, 2007
70
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2006 | | | 2005 | |
| Assets: | | | | | | | | |
| Real Estate | | | | | | | | |
| Rental property | | | | | | | | |
| Land | | $ | 978,819 | | | $ | 686,123 | |
| Building and improvements | | | 3,984,518 | | | | 3,263,162 | |
| | | | | | | |
| | | | 4,963,337 | | | | 3,949,285 | |
| Less, accumulated depreciation and amortization | | | 806,670 | | | | 740,127 | |
| | | | | | | |
| | | | 4,156,667 | | | | 3,209,158 | |
| Real estate under development | | | 1,037,982 | | | | 611,121 | |
| | | | | | | |
| Real estate, net | | | 5,194,649 | | | | 3,820,279 | |
| Investment and advances in real estate joint ventures | | | 1,067,918 | | | | 735,648 | |
| Other real estate investments | | | 451,731 | | | | 283,035 | |
| Mortgages and other financing receivables | | | 162,669 | | | | 132,675 | |
| Cash and cash equivalents | | | 345,065 | | | | 76,273 | |
| Marketable securities | | | 202,659 | | | | 206,452 | |
| Accounts and notes receivable | | | 83,418 | | | | 64,329 | |
| Deferred charges and prepaid expenses | | | 95,163 | | | | 84,022 | |
| Other assets | | | 266,008 | | | | 131,923 | |
| | | | | | | |
| | | $ | 7,869,280 | | | $ | 5,534,636 | |
| | | | | | | |
| | | | | | | | | |
| Liabilities & Stockholders’ Equity: | | | | | | | | |
| Notes payable | | $ | 2,748,345 | | | $ | 2,147,405 | |
| Mortgages payable | | | 567,917 | | | | 315,336 | |
| Construction loans payable | | | 270,981 | | | | 228,455 | |
| Accounts payable and accrued expenses | | | 256,890 | | | | 119,605 | |
| Dividends payable | | | 93,222 | | | | 78,168 | |
| Other liabilities | | | 139,724 | | | | 135,609 | |
| | | | | | | |
| | | | 4,077,079 | | | | 3,024,578 | |
| | | | | | | |
| Minority interests | | | 425,242 | | | | 122,844 | |
| | | | | | | |
| Commitments and contingencies | | | | | | | | |
| | | | | | | | | |
| Stockholders’ Equity | | | | | | | | |
| Preferred stock, $1.00 par value, authorized 3,600,000 shares | | | | | | | | |
| Class F Preferred Stock, $1.00 par value, authorized 700,000 shares | | | | | | | | |
| Issued and outstanding 700,000 shares | | | 700 | | | | 700 | |
| Aggregate liquidation preference $175,000 | | | | | | | | |
| Common stock, $.01 par value, authorized 300,000,000 shares | | | | | | | | |
| Issued 251,416,749 shares; outstanding 250,870,169 at December 31, 2006; | | | | | | | | |
| Issued and outstanding 228,059,056 shares at December 31, 2005 | | | 2,509 | | | | 2,281 | |
| Paid-in capital | | | 3,178,016 | | | | 2,255,332 | |
| Retained earnings | | | 140,509 | | | | 59,855 | |
| | | | | | | |
| | | | 3,321,734 | | | | 2,318,168 | |
| | | | | | | | | |
| Accumulated other comprehensive income | | | 45,225 | | | | 69,046 | |
| | | | | | | |
| | | | 3,366,959 | | | | 2,387,214 | |
| | | | | | | |
| | | $ | 7,869,280 | | | $ | 5,534,636 | |
| | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
71
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share information)
| | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | 2006 | | | 2005 | | | 2004 | |
| Revenues from rental property | | $ | 593,880 | | | $ | 505,557 | | | $ | 490,901 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Rental property expenses: | | | | | | | | | | | | |
| Rent | | | 11,786 | | | | 10,267 | | | | 10,794 | |
| Real estate taxes | | | 75,515 | | | | 64,731 | | | | 63,250 | |
| Operating and maintenance | | | 74,178 | | | | 58,715 | | | | 52,162 | |
| | | | | | | | | | |
| | | | 161,479 | | | | 133,713 | | | | 126,206 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | 432,401 | | | | 371,844 | | | | 364,695 | |
| | | | | | | | | | | | | |
| Mortgage and other financing income | | | 18,816 | | | | 27,586 | | | | 15,032 | |
| Management and other fee income | | | 40,684 | | | | 30,474 | | | | 25,445 | |
| Depreciation and amortization | | | (141,070 | ) | | | (101,432 | ) | | | (95,398 | ) |
| General and administrative expenses | | | (77,683 | ) | | | (56,799 | ) | | | (43,524 | ) |
| Interest, dividends and other investment income | | | 54,417 | | | | 28,350 | | | | 18,701 | |
| Other income, net | | | 9,522 | | | | 5,400 | | | | 10,031 | |
| Interest expense | | | (172,888 | ) | | | (126,901 | ) | | | (106,239 | ) |
| | | | | | | | | | |
| | | | 164,199 | | | | 178,522 | | | | 188,743 | |
| | | | | | | | | | | | | |
| Provision for income taxes | | | (4,387 | ) | | | (165 | ) | | | (3,919 | ) |
| | | | | | | | | | | | | |
| Income from other real estate investments | | | 77,062 | | | | 56,751 | | | | 30,127 | |
| Equity in income of real estate joint ventures, net | | | 106,930 | | | | 77,454 | | | | 56,385 | |
| Minority interests in income, net | | | (26,254 | ) | | | (12,260 | ) | | | (9,660 | ) |
| Gain on sale of development properties net of tax of $12,155, $10,824 and $4,401, respectively | | | 25,121 | | | | 22,812 | | | | 12,434 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Income from continuing operations | | | 342,671 | | | | 323,114 | | | | 274,110 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | | |
| Income from discontinued operating properties | | | 14,004 | | | | 14,337 | | | | 12,749 | |
| Minority interest from discontinued operating properties | | | (1,497 | ) | | | (476 | ) | | | (481 | ) |
| Loss on operating properties held for sale/sold | | | (1,421 | ) | | | (5,098 | ) | | | (5,064 | ) |
| Gain on disposition of operating properties, net of tax | | | 72,042 | | | | 28,918 | | | | 15,823 | |
| | | | | | | | | | |
Income from discontinued operations | | | 83,128 | | | | 37,681 | | | | 23,027 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Gain on transfer of operating properties | | | 1,394 | | | | 2,301 | | | | — | |
| Loss on transfer of operating property | | | — | | | | (150 | ) | | | — | |
| Gain on sale of operating properties, net of tax | | | 1,066 | | | | 682 | | | | — | |
| | | | | | | | | | |
| | | | 2,460 | | | | 2,833 | | | | — | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Net income | | | 428,259 | | | | 363,628 | | | | 297,137 | |
| | | | | | | | | | | | | |
| Preferred stock dividends | | | (11,638 | ) | | | (11,638 | ) | | | (11,638 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Net income available to common shareholders | | $ | 416,621 | | | $ | 351,990 | | | $ | 285,499 | |
| | | | | | | | | | |
| Per common share: | | | | | | | | | | | | |
| Income from continuing operations: | | | | | | | | | | | | |
| -Basic | | $ | 1.39 | | | $ | 1.39 | | | $ | 1.18 | |
| | | | | | | | | | |
| -Diluted | | $ | 1.36 | | | $ | 1.36 | | | $ | 1.16 | |
| | | | | | | | | | |
| Net income : | | | | | | | | | | | | |
| -Basic | | $ | 1.74 | | | $ | 1.55 | | | $ | 1.28 | |
| | | | | | | | | | |
| -Diluted | | $ | 1.70 | | | $ | 1.52 | | | $ | 1.26 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Weighted average common shares outstanding: | | | | | | | | | | | | |
| -Basic | | | 239,552 | | | | 226,641 | | | | 222,859 | |
| | | | | | | | | | |
| -Diluted | | | 244,615 | | | | 230,868 | | | | 227,143 | |
| | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
72
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
| | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | 2006 | | | 2005 | | | 2004 | |
| Net income | | $ | 428,259 | | | $ | 363,628 | | | $ | 297,137 | |
| | | | | | | | | | |
| Other comprehensive income: | | | | | | | | | | | | |
| Change in unrealized gain/(loss) on marketable securities | | | (26,467 | ) | | | 26,689 | | | | 28,594 | |
| Change in unrealized (loss) on warrants | | | — | | | | — | | | | (8,252 | ) |
| Change in unrealized gain/(loss) on foreign currency hedge agreements | | | 143 | | | | 2,536 | | | | (15,102 | ) |
| Change in foreign currency translation adjustment | | | 2,503 | | | | 2,040 | | | | 15,675 | |
| | | | | | | | | | |
| Other comprehensive income | | | (23,821 | ) | | | 31,265 | | | | 20,915 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Comprehensive income | | $ | 404,438 | | | $ | 394,893 | | | $ | 318,052 | |
| | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
73
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2006, 2005 and 2004
(in thousands, except per share information)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Retained | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Earnings / | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (Cumulative | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Distributions | | | Accumulated | | | Total | |
| | | Preferred Stock | | | Common Stock | | | Paid-in | | | in Excess | | | Other Comprehensive | | | Stockholders’ | |
| | | Issued | | | Amount | | | Issued | | | Amount | | | Capital | | | of Net Income) | | | Income | | | Equity | |
| Balance, January 1, 2004 | | | 700 | | | $ | 700 | | | | 221,248 | | | $ | 2,212 | | | $ | 2,146,180 | | | $ | (30,112 | ) | | $ | 16,866 | | | $ | 2,135,846 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 297,137 | | | | | | | | 297,137 | |
| Dividends ($1.16 per common share; $1.6625 Class F Depositary Share, respectively) | | | | | | | | | | | | | | | | | | | | | | | (270,774 | ) | | | | | | | (270,774 | ) |
| Issuance of common stock | | | | | | | | | | | 226 | | | | 2 | | | | 5,419 | | | | | | | | | | | | 5,421 | |
| Exercise of common stock options | | | | | | | | | | | 3,380 | | | | 34 | | | | 46,023 | | | | | | | | | | | | 46,057 | |
| Amortization of stock option expense | | | | | | | | | | | | | | | | | | | 1,798 | | | | | | | | | | | | 1,798 | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,915 | | | | 20,915 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2004 | | | 700 | | | | 700 | | | | 224,854 | | | | 2,248 | | | | 2,199,420 | | | | (3,749 | ) | | | 37,781 | | | | 2,236,400 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 363,628 | | | | | | | | 363,628 | |
| Dividends ($1.27 per common share; $1.6625 Class F Depositary Share, respectively) | | | | | | | | | | | | | | | | | | | | | | | (300,024 | ) | | | | | | | (300,024 | ) |
| Issuance of common stock | | | | | | | | | | | 242 | | | | 3 | | | | 6,837 | | | | | | | | | | | | 6,840 | |
| Exercise of common stock options | | | | | | | | | | | 2,963 | | | | 30 | | | | 44,467 | | | | | | | | | | | | 44,497 | |
| Amortization of stock option expense | | | | | | | | | | | | | | | | | | | 4,608 | | | | | | | | | | | | 4,608 | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,265 | | | | 31,265 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2005 | | | 700 | | | | 700 | | | | 228,059 | | | | 2,281 | | | | 2,255,332 | | | | 59,855 | | | | 69,046 | | | | 2,387,214 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 428,259 | | | | | | | | 428,259 | |
| Dividends ($1.38 per common share; $1.6625 Class F Depositary Share, respectively) | | | | | | | | | | | | | | | | | | | | | | | (347,605 | ) | | | | | | | (347,605 | ) |
| Issuance of common stock | | | | | | | | | | | 20,614 | | | | 206 | | | | 870,465 | | | | | | | | | | | | 870,671 | |
| Exercise of common stock options | | | | | | | | | | | 2,197 | | | | 22 | | | | 42,007 | | | | | | | | | | | | 42,029 | |
| Amortization of stock option expense | | | | | | | | | | | | | | | | | | | 10,212 | | | | | | | | | | | | 10,212 | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | (23,821 | ) | | | (23,821 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2006 | | | 700 | | | $ | 700 | | | | 250,870 | | | $ | 2,509 | | | $ | 3,178,016 | | | $ | 140,509 | | | $ | 45,225 | | | $ | 3,366,959 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
74
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | 2006 | | | 2005 | | | | 2004 |
| Cash flow from operating activities: | | | | | | | | | | | | |
| Net income | | $ | 428,259 | | | $ | 363,628 | | | $ | 297,137 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | |
| Depreciation and amortization | | | 144,767 | | | | 108,042 | | | | 102,872 | |
| Loss on operating properties held for sale/sold/transferred | | | 1,421 | | | | 5,248 | | | | 8,029 | |
| Gain on sale of development properties | | | (37,276 | ) | | | (33,636 | ) | | | (16,835 | ) |
| Gain on sale/transfer of operating properties | | | (77,300 | ) | | | (31,901 | ) | | | (15,823 | ) |
| Minority interests in income of partnerships, net | | | 27,751 | | | | 12,446 | | | | 9,660 | |
| Equity in income of real estate joint ventures, net | | | (106,930 | ) | | | (77,454 | ) | | | (56,385 | ) |
| Income from other real estate investments | | | (54,494 | ) | | | (40,562 | ) | | | (23,571 | ) |
| Distributions from joint ventures | | | 152,099 | | | | 116,765 | | | | 94,994 | |
| Cash retained from excess tax benefits | | | (2,926 | ) | | | — | | | | — | |
| Change in accounts and notes receivable | | | (17,778 | ) | | | (12,156 | ) | | | (1,742 | ) |
| Change in accounts payable and accrued expenses | | | 38,619 | | | | 10,606 | | | | 2,850 | |
| Change in other operating assets and liabilities | | | (40,643 | ) | | | (10,229 | ) | | | (36,010 | ) |
| | | | | | | | | | |
| Net cash flow provided by operating activities | | | 455,569 | | | | 410,797 | | | | 365,176 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash flow from investing activities: | | | | | | | | | | | | |
| Acquisition of and improvements to operating real estate | | | (547,001 | ) | | | (431,514 | ) | | | (351,369 | ) |
| Acquisition of and improvements to real estate under development | | | (619,083 | ) | | | (452,722 | ) | | | (204,631 | ) |
| Investment in marketable securities | | | (86,463 | ) | | | (93,299 | ) | | | (70,864 | ) |
| Proceeds from sale of marketable securities | | | 83,832 | | | | 46,692 | | | | 22,278 | |
| Proceeds from transferred operating/development properties | | | 1,186,851 | | | | 128,537 | | | | 342,496 | |
| Investments and advances to real estate joint ventures | | | (472,666 | ) | | | (267,287 | ) | | | (203,569 | ) |
| Reimbursements of advances to real estate joint ventures | | | 183,368 | | | | 130,590 | | | | 80,689 | |
| Other real estate investments | | | (254,245 | ) | | | (123,005 | ) | | | (113,663 | ) |
| Reimbursements of advances to other real estate investments | | | 74,677 | | | | 26,969 | | | | 34,045 | |
| Investment in mortgage loans receivable | | | (154,894 | ) | | | (82,305 | ) | | | (136,637 | ) |
| Collection of mortgage loans receivable | | | 125,003 | | | | 90,709 | | | | 103,819 | |
| Other investments | | | (123,609 | ) | | | (3,152 | ) | | | (1,551 | ) |
| Reimbursements of other investments | | | 16,113 | | | | — | | | | — | |
| Settlement of net investment hedges | | | (953 | ) | | | (34,580 | ) | | | — | |
| Proceeds from sale of operating properties | | | 110,404 | | | | 89,072 | | | | 43,077 | |
| Proceeds from sale of development properties | | | 232,445 | | | | 259,280 | | | | 156,283 | |
| | | | | | | | | | |
| Net cash flow used for investing activities | | | (246,221 | ) | | | (716,015 | ) | | | (299,597 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash flow from financing activities: | | | | | | | | | | | | |
| Principal payments on debt, excluding normal amortization of rental property debt | | | (61,758 | ) | | | (66,794 | ) | | | (54,322 | ) |
| Principal payments on rental property debt | | | (11,062 | ) | | | (8,296 | ) | | | (7,848 | ) |
| Principal payments on construction loan financings | | | (79,399 | ) | | | (98,002 | ) | | | (66,950 | ) |
| Proceeds from mortgage/construction loan financings | | | 174,087 | | | | 265,418 | | | | 348,386 | |
| Borrowings under revolving credit facilities | | | 317,661 | | | | 210,188 | | | | 336,675 | |
| Repayment of borrowings under revolving credit facilities | | | (653,219 | ) | | | (156,486 | ) | | | (100,000 | ) |
| Proceeds from issuance of unsecured notes | | | 478,947 | | | | 672,429 | | | | 200,000 | |
| Repayment of unsecured notes/term loan | | | (185,000 | ) | | | (200,250 | ) | | | (514,000 | ) |
| Financing origination costs | | | (11,442 | ) | | | (9,538 | ) | | | — | |
| Redemption of minority interests in real estate partnerships | | | (31,554 | ) | | | (21,024 | ) | | | (3,781 | ) |
| Dividends paid | | | (332,552 | ) | | | (293,345 | ) | | | (265,254 | ) |
| Cash retained from excess tax benefits | | | 2,926 | | | | — | | | | — | |
| Proceeds from issuance of stock | | | 451,809 | | | | 48,971 | | | | 51,447 | |
| | | | | | | | | | |
| Net cash flow provided by (used for) financing activities | | | 59,444 | | | | 343,271 | | | | (75,647 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Change in cash and cash equivalents | | | 268,792 | | | | 38,053 | | | | (10,068 | ) |
| | | | | | | | | | | | | |
| Cash and cash equivalents, beginning of year | | | 76,273 | | | | 38,220 | | | | 48,288 | |
| | | | | | | | | | |
| Cash and cash equivalents, end of year | | $ | 345,065 | | | $ | 76,273 | | | $ | 38,220 | |
| | | | | | | | | | |
| |
| Interest paid during the year (net of capitalized interest of $22,741, $12,587, and $8,732, respectively) | | $ | 153,664 | | | $ | 121,087 | | | $ | 108,117 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Income taxes paid during the year | | $ | 9,350 | | | $ | 13,763 | | | $ | 10,694 | |
| | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
75
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts relating to the number of buildings, square footage, tenant and occupancy data and estimated project costs are unaudited.
1.Summary of Significant Accounting Policies:
Business
Kimco Realty Corporation (the “Company” or “Kimco”), its subsidiaries, affiliates and related real estate joint ventures are engaged principally in the operation of neighborhood and community shopping centers which are anchored generally by discount department stores, supermarkets or drugstores. The Company also provides property management services for shopping centers owned by affiliated entities, various real estate joint ventures and unaffiliated third parties.
Additionally, in connection with the Tax Relief Extension Act of 1999 (the “RMA”), which became effective January 1, 2001, the Company is permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust (“REIT”), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Internal Revenue Code, as amended (the “Code”), subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate related opportunities including (i) merchant building, through its Kimco Developers, Inc. (“KDI”) subsidiary, which is primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate advisory and disposition services which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions.
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property, and a large tenant base. At December 31, 2006, the Company’s single largest neighborhood and community shopping center accounted for only 1.6% of the Company’s annualized base rental revenues and only 0.8% of the Company’s total shopping center gross leasable area (“GLA”). At December 31, 2006, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which represented approximately 3.5%, 2.9%, 2.5%, 2.2% and 2.1%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
The principal business of the Company and its consolidated subsidiaries is the ownership, development, management and operation of retail shopping centers, including complementary services that capitalize on the Company’s established retail real estate expertise. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation and Estimates
The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, all of which are wholly-owned, and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the provisions and guidance of Interpretation No. 46(R), Consolidation of Variable Interest Entities (“FIN 46(R)”) or meets certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). All intercompany balances and transactions have been eliminated in consolidation.
76
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, depreciable lives, revenue recognition, the collectability of trade accounts receivable and the realizability of deferred tax assets. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.
Minority Interests
Minority interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or determined that the Company was the primary beneficiary of a variable interest entity in accordance with the provisions and guidance of FIN 46(R).
Minority interests also include partnership units issued from consolidated subsidiaries of the Company in connection with certain property acquisitions. These units have a stated redemption value or a redemption amount based upon the Adjusted Current Trading Price, as defined, of the Company’s common stock (“Common Stock”) and provide the unit holders various rates of return during the holding period. The unit holders generally have the right to redeem their units for cash at any time after one year from issuance. The Company typically has the option to settle redemption amounts in cash or Common Stock for the issuance of convertible units. The Company evaluates the terms of the partnership units issued in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, and EITF D-98, Classification and Measurement of Redeemable Securities, to determine if the units are mandatorily redeemable, and as such accounts for them accordingly.
Real Estate
Real estate assets are stated at cost, less accumulated depreciation and amortization. If there is an event or a change in circumstances that indicates that the basis of a property (including any related amortizable intangible assets or liabilities) may not be recoverable, then management will assess any impairment in value by making a comparison of (i) the current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining useful life and (ii) the net carrying amount of the property. If the current and projected operating cash flows (undiscounted and without interest charges) are less than the carrying value of the property, the carrying value would be adjusted to an amount to reflect the estimated fair value of the property.
When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates the sales price, net of selling costs. If, in management’s opinion, the net sales price of the asset is less than the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.
Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building and improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), assumed debt and redeemable units issued in accordance with SFAS No. 141, Business Combinations (“SFAS No. 141”), at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the initial purchase price to the applicable assets and liabilities. As final information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation. The allocations are finalized within twelve months of the acquisition date.
The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the property “as-if-vacant”. The fair value reflects the depreciated replacement cost of the permanent assets, with no trade fixtures included.
77
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions (i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated remaining term of the lease. The capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the respective leases. Mortgage debt premiums are amortized into interest expense over the remaining term of the related debt instrument. Unit discounts and premiums are amortized into Minority interest in income, net over the period from the date of issuance to the earliest redemption date of the units.
In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses and estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based on current market demand. In estimating the value of tenant relationships, management considers the nature and extent of the existing tenant relationship, the expectation of lease renewals, growth prospects, and tenant credit quality, among other factors. The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
| | | |
| Buildings | | 15 to 50 years |
| Fixtures, building and leasehold improvements (including certain identified intangible assets) | | Terms of leases or useful lives, whichever is shorter |
Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve and extend the life of the asset, are capitalized. The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.
Real Estate Under Development
Real estate under development represents both the ground-up development of neighborhood and community shopping center projects which are subsequently sold upon completion and projects which the Company may hold as long-term investments. These properties are carried at cost. The cost of land and buildings under development includes specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost capitalization when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity. If, in management’s opinion, the net sales price of assets held for resale or the current and projected undiscounted cash flows of these assets to be held as long-term investments is less than the net carrying value, the carrying value would be adjusted to an amount to reflect the estimated fair value of the property.
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not control, these entities. These investments are recorded initially at cost and subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with each respective investment agreement and where applicable, based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.
78
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint venture partners in neighborhood and community shopping center properties, consistent with its core business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses 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.
On a periodic basis, management assesses whether there are any indicators 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.
Other Real Estate Investments
Other real estate investments primarily consist of preferred equity investments for which the Company provides capital to developers and owners of real estate. The Company typically accounts for its preferred equity investments on the equity method of accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement and based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.
Mortgages and Other Financing Receivables
Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Loan receivables are recorded at stated principal amounts net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable. The Company defers certain loan origination and commitment fees, net of certain origination costs, and amortizes them as an adjustment of the loan’s yield over the term of the related loan. The Company evaluates the collectibility of both interest and principal on each loan to determine whether it is impaired. A loan is considered to be impaired, when based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the value of the underlying collateral if the loan is collateralized. Interest income on performing loans is accrued as earned. Interest income on impaired loans is recognized on a cash basis.
Cash and Cash Equivalents
Cash and cash equivalents (demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less) includes tenants’ security deposits, escrowed funds and other restricted deposits approximating $0.6 million and $6.7 million at December 31, 2006 and 2005, respectively.
Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates its risks by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuers.
Marketable Securities
The Company classifies its existing marketable equity securities as available-for-sale in accordance with the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. These securities are carried at fair market value, with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated other comprehensive income (“OCI”). Gains or losses on securities sold are based on the specific identification method.
79
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
All debt securities are classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.
Deferred Leasing and Financing Costs
Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized over the terms of the related leases or debt agreements, as applicable. Such capitalized costs include salaries and related costs of personnel directly involved in successful leasing efforts.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recognized once the required sales level is achieved. Rental income may also include payments received in connection with lease termination agreements. In addition, leases typically provide for reimbursement to the Company of common area maintenance costs, real estate taxes and other operating expenses. Operating expense reimbursements are recognized as earned.
Management and other fee income consist of property management fees, leasing fees, property acquisition and disposition fees, development fees and asset management fees. These fees arise from contractual agreements with third parties or with entities in which the Company has a partial non-controlling interest. 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 is recognized to the extent attributable to the unaffiliated interest.
Gains and losses from the sale of depreciated operating property and ground-up development projects are generally recognized using the full accrual method in accordance with SFAS No. 66, Accounting for Sales of Real Estate (“SFAS No. 66”), provided that various criteria relating to the terms of sale and subsequent involvement by the Company with the properties are met.
Gains and losses on transfers of operating properties result from the sale of a partial interest in properties to unconsolidated joint ventures and are recognized using the partial sale provisions of SFAS No. 66.
The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. The Company’s reported net income is directly affected by management’s estimate of the collectability of accounts receivable.
Income Taxes
The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Section 856 through 860 of the Code.
In connection with the RMA, which became effective January 1, 2001, the Company is permitted to participate in certain activities which it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal and state income taxes on the income from these activities.
80
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
Foreign Currency Translation and Transactions
Assets and liabilities of the Company’s foreign operations are translated using year-end exchange rates, and revenues and expenses are translated using exchange rates as determined throughout the year. Gains or losses resulting from translation are included in OCI, as a separate component of the Company’s stockholders’ equity. Gains or losses resulting from foreign currency transactions are translated to local currency at the rates of exchange prevailing at the dates of the transactions. The effect of the transaction’s gain or loss is included in the caption Other income, net in the Consolidated Statements of Income.
Derivative/Financial Instruments
The Company measures its derivative instruments at fair value and records them in the Consolidated Balance Sheet as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract. In addition, the fair value adjustments will be recorded in either stockholders’ equity or earnings in the current period based on the designation of the derivative. The effective portions of changes in fair value of cash flow hedges are reported in OCI and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in the fair value of foreign currency hedges that are designated and effective as net investment hedges are included in the cumulative translation component of OCI to the extent they are economically effective and are subsequently reclassified to earnings when the hedged investments are sold or otherwise disposed of. The changes in fair value of derivative instruments which are not designated as hedging instruments and the ineffective portions of hedges are recorded in earnings for the current period.
The Company utilizes derivative financial instruments to reduce exposure to fluctuations in interest rates, foreign currency exchange rates and market fluctuations on equity securities. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company has not entered, and does not plan to enter, into financial instruments for trading or speculative purposes. Additionally, the Company has a policy of only entering into derivative contracts with major financial institutions. The principal financial instruments used by the Company are interest rate swaps, foreign currency exchange forward contracts, cross-currency swaps and warrant contracts. These derivative instruments were designated and qualified as cash flow, fair value or foreign currency hedges (see Note 16).
Earnings Per Share
On July 21, 2005, the Company’s Board of Directors declared a two-for-one split (the “Stock Split”) of the Company’s common stock which was effected in the form of a stock dividend paid on August 23, 2005, to stockholders of record on August 8, 2005. All share and per share data included in the accompanying Consolidated Financial Statements and Notes thereto have been adjusted to reflect this Stock Split.
The following table sets forth the reconciliation of earnings and the weighted average number of shares used in the calculation of basic and diluted earnings per share (amounts presented in thousands, except per share data):
| | | | | | | | | | | | | |
| | | 2006 | | | 2005 | | | 2004 | |
Computation of Basic Earnings Per Share: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Income from continuing operations | | $ | 342,671 | | | $ | 323,114 | | | $ | 274,110 | |
| |
| Gain on transfer/sale of operating properties, net | | | 2,460 | | | | 2,833 | | | | — | |
| | | | | | | | | | | | | |
| Preferred stock dividends | | | (11,638 | ) | | | (11,638 | ) | | | (11,638 | ) |
| | | | | | | | | | |
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| | | | | | | | | | | | | |
| Income from continuing operations applicable to common shares | | | 333,493 | | | | 314,309 | | | | 262,472 | |
| | | | | | | | | | | | | |
| Income from discontinued operations | | | 83,128 | | | | 37,681 | | | | 23,027 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Net income applicable to common shares | | $ | 416,621 | | | $ | 351,990 | | | $ | 285,499 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Weighted average common shares outstanding | | | 239,552 | | | | 226,641 | | | | 222,859 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Basic Earnings Per Share: | | | | | | | | | | | | |
| Income from continuing operations | | $ | 1.39 | | | $ | 1.39 | | | $ | 1.18 | |
| Income from discontinued operations | | | 0.35 | | | | 0.16 | | | | 0.10 | |
| | | | | | | | | | |
| Net income | | $ | 1.74 | | | $ | 1.55 | | | $ | 1.28 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Computation of Diluted Earnings Per Share: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Income from continuing operations applicable to common shares (a) | | $ | 333,493 | | | $ | 314,309 | | | $ | 262,472 | |
| | | | | | | | | | | | | |
| Income from discontinued operations | | | 83,128 | | | | 37,681 | | | | 23,027 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Net income for diluted earnings per share | | $ | 416,621 | | | $ | 351,990 | | | $ | 285,499 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Weighted average common shares outstanding – Basic | | | 239,552 | | | | 226,641 | | | | 222,859 | |
| | | | | | | | | | | | | |
| Effect of dilutive securities (a): | | | | | | | | | | | | |
| Stock options/deferred stock awards | | | 5,063 | | | | 4,227 | | | | 4,284 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Shares for diluted earnings per share | | | 244,615 | | | | 230,868 | | | | 227,143 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Diluted Earnings Per Share: | | | | | | | | | | | | |
| Income from continuing operations | | $ | 1.36 | | | $ | 1.36 | | | $ | 1.16 | |
| Income from discontinued operations | | | 0.34 | | | | 0.16 | | | | 0.10 | |
| | | | | | | | | | |
| Net income | | $ | 1.70 | | | $ | 1.52 | | | $ | 1.26 | |
| | | | | | | | | | |
| | |
| (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. |
In addition, there were approximately 71,250, 2,195,400 and 1,648,750 stock options that were anti-dilutive as of December 31, 2006, 2005 and 2004, respectively.
Stock Compensation
The Company maintains an equity participation plan (the “Plan”) pursuant to which a maximum of 42,000,000 shares of Common Stock may be issued for qualified and non-qualified options and restricted stock grants. Options granted under the Plan generally vest ratably over a three or five year term, expire ten years from the date of grant and are exercisable at the market price on the date of grant, unless otherwise determined by the Board of Directors at its sole discretion. Restricted stock grants generally vest 100% on the fifth anniversary of the grant. In addition, the Plan provides for the granting of certain options to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.
Prior to January 1, 2003, the Company accounted for the Plan under the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation (an interpretation of APB Opinion No. 25). Effective January 1, 2003, the Company adopted the prospective method provisions of SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure an Amendment of
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
FASB Statement No. 123 (“SFAS No. 148”), which applies the recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”) to all employee awards granted, modified or settled after January 1, 2003.
During December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”), which is a revision of Statement 123. SFAS No. 123(R) supersedes Opinion 25. Generally, the approach in SFAS No. 123(R) is similar to the approach described in Statement 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Pro-forma disclosure is no longer an alternative under SFAS No. 123(R). SFAS No. 123(R) was effective for fiscal years beginning after December 31, 2005. The Company began expensing stock based employee compensation with its adoption of the prospective method provisions of SFAS No. 148, effective January 1, 2003, as a result, the adoption of SFAS No. 123(R) did not have a material impact on the Company’s financial position or results of operations.
The non-cash expense related to stock-based employee compensation included in the determination of net income is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. There was no difference in amounts for the year ended December 31, 2006. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding stock awards in each period (amounts presented in thousands, except per share data):
| | | | | | | | | |
| | | 2005 | | | 2004 | |
| Net income, as reported | | $ | 363,628 | | | $ | 297,137 | |
| Add: Stock based employee compensation expense included in reported net income | | | 4,608 | | | | 1,650 | |
| Deduct: Total stock based employee compensation expense determined under fair value based method for all awards | | | (5,206 | ) | | | (3,316 | ) |
| | | | | | | |
| | | | | | | | | |
| Pro Forma Net Income – Basic | | $ | 363,030 | | | $ | 295,471 | |
| | | | | | | |
| | | | | | | | | |
| Earnings Per Share | | | | | | | | |
| Basic – as reported | | $ | 1.55 | | | $ | 1.28 | |
| | | | | | | |
| Basic – pro forma | | $ | 1.55 | | | $ | 1.27 | |
| | | | | | | |
| | | | | | | | | |
| Net income for diluted earnings per share | | $ | 351,990 | | | $ | 285,499 | |
| | | | | | | | | |
| Add: Stock based employee compensation expense included in reported net income | | | 4,608 | | | | 1,650 | |
| Deduct: Total stock based employee compensation expense determined under fair value based method for all awards | | | (5,206 | ) | | | (3,316 | ) |
| | | | | | | |
| | | | | | | | | |
| Pro Forma Net Income – Diluted | | $ | 351,392 | | | $ | 283,833 | |
| | | | | | | |
| | | | | | | | | |
| Earnings Per Share | | | | | | | | |
| Diluted – as reported | | $ | 1.52 | | | $ | 1.26 | |
| | | | | | | |
| Diluted – pro forma | | $ | 1.52 | | | $ | 1.25 | |
| | | | | | | |
The pro forma adjustments to net income and net income per diluted common share assume fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing formula. The more significant assumptions underlying the determination of such fair values for options granted during the year ended December 2005 and 2004 were as follows:
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| | | | | | | | | |
| | | 2005 | | 2004 |
| Weighted average fair value of options granted | | $ | 3.21 | | | $ | 2.14 | |
| Weighted average risk-free interest rates | | | 4.03 | % | | | 3.30 | % |
| Weighted average expected option lives | | | 4.80 | | | | 3.72 | |
| Weighted average expected volatility | | | 18.01 | % | | | 16.69 | % |
| Weighted average expected dividend yield | | | 5.30 | % | | | 5.59 | % |
New Accounting Pronouncements
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes (“FIN 48”), regarding accounting for and disclosure of uncertain tax positions. This guidance seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the provisions of FIN 48, but does not expect its adoption to have a material impact on the Company’s financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurement. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The impact of adopting SFAS No. 157 is not expected to have a material impact on the Company’s financial position or results of operations.
Additionally in September 2006, the United States Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), which provides interpretive guidance on how registrants should quantify financial statement misstatements. SAB 108 requires registrants to quantify misstatements using both balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relative quantitative and qualitative factors. For transition purposes, the registrants will be permitted to restate prior period financial statements or recognize the cumulative effect of initially applying SAB 108 through an adjustment to beginning retained earnings in the year of adoption. SAB 108 is effective for annual financial statements covering the first fiscal year ending after November 15, 2006. The impact of adopting SAB 108 did not have a material impact on the Company’s financial position or results of operations.
In December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2, Accounting for Registration Payment Arrangements. EITF 00-19-2 addresses and issuer’s accounting for registration payment arrangements and specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. The guidance in EITF 00-19-2 amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, and FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”), to include scope exceptions for registration payment arrangements. EITF 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles (GAAP) without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. EITF 00-19-2 shall be effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to the date of issuance of this EITF, or for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years. The Company does
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
not expect the adoption of EITF 00-19-2 to have a material impact on the Company’s financial position or results of operations.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on the Company’s financial position or results of operations.
2.Real Estate:
The Company’s components of Rental property consist of the following (in thousands):
| | | | | | | | | |
| | | December 31, | |
| | | 2006 | | | 2005 | |
| Land | | $ | 978,819 | | | $ | 686,123 | |
| Buildings and improvements | | | | | | | | |
| Buildings | | | 2,980,369 | | | | 2,696,194 | |
| Building improvements | | | 301,584 | | | | 180,005 | |
| Tenant improvements | | | 528,479 | | | | 334,765 | |
| Fixtures and leasehold improvements | | | 22,216 | | | | 17,088 | |
| Other rental property (1) | | | 151,870 | | | | 35,110 | |
| | | | | | | |
| | | | 4,963,337 | | | | 3,949,285 | |
| Accumulated depreciation and amortization | | | (806,670 | ) | | | (740,127 | ) |
| | | | | | | |
| | | | | | | | | |
| Total | | $ | 4,156,667 | | | $ | 3,209,158 | |
| | | | | | | |
| | |
| (1) | | At December 31, 2006 and 2005, Other rental property consisted of intangible assets including $88,328 and $23,539, respectively, of in-place leases, $15,705 and $7,366, respectively, of tenant relationships, and $47,837 and $4,205, respectively, of above-market leases. |
| | | |
| | | In addition, at December 31, 2006 and 2005, the Company had intangible liabilities relating to below-market leases from property acquisitions of approximately $120.6 million and $50.1 million, respectively. These amounts are included in the caption Other liabilities in the Company’s Consolidated Balance Sheets. |
3.Property Acquisitions, Developments and Other Investments:
Operating Properties
Acquisition of Existing Shopping Centers -
During the years 2006, 2005 and 2004, the Company acquired operating properties, in separate transactions, at aggregate costs of approximately $1.1 billion, $278.0 million and $440.5 million, respectively.
Included in the 2006 acquisitions is the acquisition of interests in seven shopping center properties, located in Caguas, Carolina, Mayaguez, Trujillo Alto, Ponce, Manati, and Bayamon, Puerto Rico, valued at an aggregate $451.9 million. The properties were acquired through the issuance of units from a consolidated subsidiary and consist of approximately $158.6 million of floating and fixed-rate redeemable units, approximately $45.8 million of redeemable units, which are redeemable at the option of the holder, the assumption of approximately $131.2 million of non-recourse mortgage debt encumbering six of the properties and approximately $116.3 million in cash. The Company has the option to settle the redemption of the $45.8 million redeemable units with Common Stock or cash.
The aggregate purchase price of these Puerto Rico properties has been allocated to the tangible and intangible assets and liabilities of the properties in accordance with SFAS No. 141. The total purchase price includes intangible liabilities of approximately $0.6 million for the value attributed to assumed mortgage debt premiums, net, below market rents of approximately $37.4 million and fair value unit adjustments of approximately $28.6 million, including unit premiums of approximately $13.5 million.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Ground-Up Development -
The Company is engaged in ground-up development projects which consists of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiary, KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) U.S. ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment . The ground-up development projects generally have substantial pre-leasing prior to the commencement of construction. As of December 31, 2006, the Company had in progress a total of 45 ground-up development projects including 23 merchant building projects, six domestic ground-up development projects, and 16 ground-up development projects located throughout Mexico. These projects are currently proceeding on schedule and substantially in line with the Company’s budgeted costs of approximately $1.8 billion.
During the years 2006, 2005 and 2004, KDI expended approximately $287.0 million, $363.1 million and $205.2 million, respectively, in connection with the purchase of land and construction costs related to its ground-up development projects.
These merchant building acquisition and development costs have been funded principally through proceeds from sales of completed projects and construction financings.
During 2006, the Company acquired land in Chambersburg, PA and Anchorage, AK, in separate transactions, for an aggregate purchase price of approximately $12.2 million. The properties will be developed into retail centers with approximately 0.7 million square feet of GLA with total estimated project costs of approximately $62.7 million.
During June 2006, the Company acquired, through a newly formed joint venture in which the Company has a non-controlling interest, a 0.1 million square foot development project in Puerta Vallarta, Mexico, for a purchase price of 65.4 million Mexican Pesos (“MXP”) (approximately USD $5.7 million). Total estimated project costs are approximately USD $7.3 million.
During 2006, the Company acquired, in separate transactions, nine parcels of land located in various cities throughout Mexico, for an aggregate purchase price of approximately MXP 1.3 billion (approximately USD $119.3 million). The properties were at various stages of construction at acquisition and will be developed into retail centers aggregating approximately 3.4 million square feet. Total estimated remaining project costs are approximately USD $324.2 million.
During 2005, the Company acquired, in separate transactions, various parcels of land located in Mesa, AZ and Nampa, ID for an aggregate purchase price of approximately $28.7 million. These properties will be developed into retail centers with an aggregate of approximately 2.2 million square feet of GLA with a total estimated aggregate project cost of approximately $190.7 million.
During May and June 2005, the Company acquired, in separate transactions, two parcels of land located in Saltillo and Pachuca, Mexico, for an aggregate purchase price of approximately $14.6 million. The properties will be developed into retail centers with an aggregate total project cost of approximately $34.1 million.
During June 2005, the Company acquired land in Tustin, CA, through a newly formed joint venture in which the Company has a 50% non-controlling interest, for a purchase price of approximately $23.0 million. The property will be developed into a 1.0 million square foot retail center with a total estimated project cost of approximately $176.8 million. The purchase of the land was funded through a new construction loan which bears interest at LIBOR plus 1.70% and is scheduled to mature in October 2007. As of December 31, 2006, this construction loan had an outstanding balance of approximately $103.0 million. During October 2006, the Company sold two parcels, in separate transactions, for an aggregate price of $21.7 million. No gain or loss was recognized on these transactions.
Additionally, during 2005, the Company acquired, in separate transactions, six parcels of land located in various cities throughout Mexico, through newly formed joint ventures in which the Company has non-controlling interests, for an aggregate purchase price of approximately $42.1 million. The properties were at various stages of construction at acquisition and will be developed into retail centers with a projected total aggregate cost of approximately $133.1 million.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Kimsouth -
During November 2002, the Company through its taxable REIT subsidiary, together with Prometheus Southeast Retail Trust, completed the merger and privatization of Konover Property Trust, which has been renamed Kimsouth Realty, Inc. (“Kimsouth”). In connection with the merger, the Company acquired 44.5% of the common stock of Kimsouth, which consisted primarily of 38 retail shopping center properties comprising approximately 4.6 million square feet of GLA. Total acquisition value was approximately $280.9 million including approximately $216.2 million in mortgage debt. The Company’s investment strategy with respect to Kimsouth included re-tenanting, repositioning and disposition of the properties. As of January 1, 2006, Kimsouth consisted of five properties.
During May 2006, the Company acquired an additional 48% interest in Kimsouth for approximately $22.9 million, which increased the Company’s total ownership to 92.5%. As a result of this transaction, the Company became the controlling shareholder and has therefore, commenced consolidation of Kimsouth upon the closing date. The acquisition of the additional 48% ownership interest has been accounted for as a step acquisition with the purchase price being allocated to the identified assets and liabilities of Kimsouth.
As of May 12, 2006, Kimsouth had approximately $133.0 million of net operating loss carry-forwards (“NOLs”), which may be utilized to offset future taxable income of Kimsouth. The Company evaluated the need for a valuation allowance based on projected taxable income and determined that a valuation allowance of approximately $34.2 million was required. As such, a purchase price adjustment of $17.5 million was recorded (see Note 22 for additional information).
During June 2006, Kimsouth contributed approximately $51.0 million, of which $47.2 million or 92.5% was provided by the Company, to fund its 15% non-controlling interest in a newly formed joint venture with an investment group to acquire a portion of Albertson’s Inc. To maximize investment returns, the investment group’s strategy with respect to this joint venture, includes refinancing, selling selected stores and the enhancement of operations at the remaining stores. This investment is included in Other assets in the Consolidated Balance Sheets. During February 2007, this joint venture completed the disposition of certain operating stores and a refinancing of the remaining assets in the joint venture. As a result of these transactions Kimsouth received a cash distribution of approximately $121.3 million.
During July 2006, Kimsouth contributed approximately $3.7 million to fund its 15% non-controlling interest in a newly formed joint venture with an investment group to acquire 50 grocery anchored operating properties. During September 2006, Kimsouth contributed an additional $2.2 million to this joint venture to acquire an operating property in Sacramento, CA, comprising approximately 0.1 million square feet of GLA, for a purchase price of approximately $14.5 million. This joint venture investment is included in Investment and advances in real estate joint ventures in the Consolidated Balance Sheets.
During 2006, Kimsouth sold two properties for an aggregate sales price of approximately $9.8 million and transferred two properties to a joint venture in which the Company has an 18% non-controlling interest for an aggregate price of approximately $54.0 million, which included the repayment of approximately $23.1 million in mortgage debt.
During 2005, Kimsouth disposed of seven shopping center properties, in separate transactions, for an aggregate sales price of approximately $78.9 million, including the assignment of approximately $23.7 million of mortgage debt encumbering two of the properties. During 2005, the Company recognized pre-tax profits from the Kimsouth investment of approximately $4.9 million, which is included in the caption Income from other real estate investments on the Company’s Consolidated Statements of Income.
Selected financial information for Kimsouth prior to consolidation is as follows (in millions):
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| | | | | |
| | | December 31, | |
| | | 2005 | |
| Assets: | | | | |
| Real estate held for sale | | $ | 56.7 | |
| Other assets | | | 6.5 | |
| | | | |
| | | $ | 63.2 | |
| | | | |
| | | | | |
| Liabilities and Stockholders’ Equity: | | | | |
| Mortgages payable | | $ | 29.4 | |
| Other liabilities | | | 0.7 | |
| Stockholders’ equity | | | 33.1 | |
| | | | |
| | | $ | 63.2 | |
| | | | |
| | | | | | | | | | | | | |
| | | January 1 to | | | Year Ended December 31, | |
| | | May 12, 2006 | | | 2005 | | | 2004 | |
| Revenues from rental property | | $ | 1.8 | | | $ | 9.0 | | | $ | 21.8 | |
| | | | | | | | | | | | | |
| Operating expenses | | | (0.8 | ) | | | (6.9 | ) | | | (7.5 | ) |
| Interest | | | (0.8 | ) | | | (3.1 | ) | | | (7.9 | ) |
| Depreciation and amortization | | | — | | | | (0.3 | ) | | | (4.5 | ) |
| Other, net | | | (7.7 | ) | | | (0.5 | ) | | | (0.4 | ) |
| | | | | | | | | | |
| | | | (7.5 | ) | | | (1.8 | ) | | | 1.5 | |
| Gain on disposition of properties | | | 1.9 | | | | 12.6 | | | | 8.7 | |
| | | | | | | | | | | | | |
| Adjustment of property carrying values | | | — | | | | (2.4 | ) | | | (14.3 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Net income/(loss) | | $ | (5.6 | ) | | $ | 8.4 | | | $ | (4.1 | ) |
| �� | | | | | | | | | |
FNC Realty Corporation -
On July 27, 2005, Frank’s Nursery and Crafts, Inc. (“Frank’s”) emerged from bankruptcy protection pursuant to a bankruptcy court approved plan of reorganization as FNC Realty Corporation (“FNC”). Pursuant to the plan of reorganization, the Company received common shares of FNC representing an approximate 27% ownership interest in exchange for its interest in Frank’s. In addition, the Company acquired an additional 24.5% interest in the common shares of FNC for cash of approximately $17.0 million, thereby increasing the Company’s ownership interest to approximately 51%. The Company also acquired approximately $42.0 million of fixed rate 7% convertible senior notes issued by FNC. As a result of the increase in ownership interest from 27% to 51%, the Company became the controlling shareholder and therefore, commenced consolidation of FNC effective July 27, 2005.
As of July 27, 2005, FNC had approximately $154.0 million of NOLs, which may be utilized to offset future taxable income of FNC. As Frank’s had recurring losses and was in bankruptcy, the realization of the NOLs was uncertain. Accordingly a full valuation allowance was previously recorded against the deferred tax asset relating to these NOLs. Of the total amount of available NOLs, the Company has estimated approximately $124.0 million is unrestricted and $30.0 million is restricted (limited to utilization of $1.1 million per year).
The Company has evaluated the level of valuation allowance required and determined, based upon the expected investment strategy for FNC, that approximately $27.0 million of the allowance should be reduced and recorded as an adjustment to the purchase price. (See Note 22 for additional information.)
As of July 27, 2005, FNC held interests in 55 properties with approximately $16.1 million of non-recourse mortgage debt encumbering 16 of the properties. These loans bore interest at fixed rates ranging from 4.00% to 7.75% and maturity dates ranging from June 2012 through June 2022. During December 2005, FNC pre-paid, without penalty, an aggregate $4.8 million of mortgage debt encumbering five of its properties. During 2006, FNC pre-paid, with a pre-payment penalty of approximately $1.2 million, an aggregate $7.0 million of mortgage debt encumbering six of its properties. The mortgage debt bore interest at a 7.75% fixed rate per annum and was scheduled to mature in August of 2014. As of December 31, 2006, FNC had approximately
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
$2.1 million of non-recourse mortgage debt encumbering three properties. These remaining loans bear interest at fixed rates ranging from 7.00% to 7.31% and maturity dates ranging from June 2012 through June 2022.
The Company’s investment strategy with respect to FNC includes re-tenanting, re-developing and disposition of the properties. From July 27, 2005, through December 31, 2005, FNC disposed of nine properties, in separate transactions, for an aggregate sales price of approximately $9.4 million. During 2006, FNC disposed of an additional eight properties and one out-parcel, in separate transactions, for an aggregate sales price of approximately $25.1 million. Additionally during 2006, FNC purchased one operating property adjacent to an existing property for $3.5 million.
JPG Self Storage -
During 2005, the Company acquired ten self-storage facilities through an existing joint venture in which the Company held an approximate 93.5% economic interest, for a purchase price of approximately $39.9 million including the assumption of approximately $7.5 million of non-recourse fixed-rate mortgage debt encumbering three of the properties. Upon completing this purchase, this entity owned 17 self-storage facilities located in various states. The joint venture had cross-collateralized 14 of these properties with approximately $44.0 million of non-recourse floating-rate mortgage debt which was scheduled to mature in November 2007 and had an interest rate of LIBOR plus 2.75%. Based upon the provisions of FIN 46(R), the Company had determined that this entity was a VIE. The Company had further determined that the Company was the primary beneficiary of this VIE and had therefore consolidated this entity for financial reporting purposes. During November and December 2005, this entity disposed of, in separate transactions, four self-storage properties for an aggregate sales price of approximately $18.6 million resulting in an aggregate gain of approximately $5.8 million. Proceeds from these sales were used to pay down approximately $9.8 million of mortgage debt and provided distributions to the partners. As a result of these transactions, the Company’s economic interest had significantly decreased and the entity became subject to the reconsideration provisions of FIN 46(R). Based upon this reconsideration event and the provision of FIN 46(R), the Company determined that this entity was no longer a VIE and therefore deconsolidated this entity and accounts for this investment under the equity method of accounting within the Company’s Preferred Equity program.
These operating property acquisitions, development costs and other investments have been funded principally through the application of proceeds from the Company’s public equity and unsecured debt issuances, proceeds from mortgage and construction financings, availability under the Company’s revolving lines of credit and issuance of various partnership units.
4.Dispositions of Real Estate:
Operating Real Estate -
During 2006, the Company disposed of (i) 28 operating properties and one ground lease for an aggregate sales price of approximately $270.5 million, which resulted in an aggregate net gain of approximately $71.7 million, net of income taxes of $2.8 million relating to the sale of two properties, and (ii) transferred five operating properties, to joint ventures in which the Company has 20% non-controlling interests for an aggregate price of approximately $95.4 million, which resulted in a gain of approximately $1.4 million from one transferred property.
During November 2006, the Company disposed of a vacant land parcel located in Bel Air, MD, for approximately $1.8 million resulting in a $1.6 million gain on sale. This gain is included in Other income, net on the Company’s Consolidated Statements of Income.
During 2005, the Company (i) disposed of, in separate transactions, 20 operating properties for an aggregate sales price of approximately $93.3 million, (ii) transferred three operating properties to KROP, as defined below, for an aggregate price of approximately $49.0 million and (iii) transferred 52 operating properties to various joint ventures in which the Company has non-controlling interests ranging from 15% to 50% for an aggregate price of approximately $183.1 million. For the year ended December 31, 2005, these transactions resulted in gains of approximately $31.9 million and a loss on sale/transfer from four of the properties of approximately $5.2 million.
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During June 2005, the Company disposed of a vacant land parcel located in New Ridge, MD, for approximately $5.6 million resulting in a $4.6 million gain on sale. This gain is included in Other income, net on the Company’s Consolidated Statements of Income.
During 2004, the Company (i) disposed of, in separate transactions, 16 operating properties and one ground lease for an aggregate sales price of approximately $81.1 million, including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 17 operating properties to KROP, as defined below, for an aggregate price of approximately $197.9 million and (iii) transferred 21 operating properties, comprising approximately 3.2 million square feet of GLA, to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $491.2 million.
Merchant Building -
During 2006, KDI sold, in separate transactions, six of its recently completed projects, its partnership interest in one project and 30 out-parcels for approximately $260.0 million. These sales resulted in pre-tax gains of approximately $37.3 million.
During 2005, KDI sold, in separate transactions, six of its recently completed projects, and 41 out-parcels for approximately $264.1 million. These sales resulted in pre-tax gains of approximately $33.6 million.
During 2004, KDI sold, in separate transactions, five of its recently completed projects, three completed phases of projects and 29 out-parcels for approximately $170.2 million. These sales resulted in pre-tax gains of approximately $16.8 million.
5.Adjustment of Property Carrying Values:
As part of the Company’s periodic assessment of its real estate properties with regard to both the extent to which such assets are consistent with the Company’s long-term real estate investment objectives and the performance and prospects of each asset, the Company determined in December 2004 that its investment in an operating property comprised of approximately 0.1 million square feet of GLA, with a book value of approximately $3.8 million, net of accumulated depreciation of approximately $2.6 million, may not be fully recoverable. Based upon management’s assessment of current market conditions and lack of demand for the property, the Company reduced its anticipated holding period for this investment. As a result, the Company determined that its investment in this asset was not fully recoverable and recorded an adjustment of property carrying value of approximately $3.0 million to reflect the property’s estimated fair value. The Company’s determination of estimated fair value was based upon third-party purchase offers less estimated closing costs. This property was subsequently sold during 2005 and this adjustment was included along with the related property operations in the line Income from discontinued operations in the Company’s Consolidated Statements of Income.
6.Discontinued Operations and Assets Held for Sale:
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”) the Company reports as discontinued operations assets held-for-sale (as defined by SFAS No. 144) as of the end of the current period and assets sold subsequent to the adoption of SFAS No. 144. All results of these discontinued operations are included in a separate component of income on the Consolidated Statements of Income under the caption Discontinued operations. This has resulted in certain reclassifications of 2006, 2005 and 2004 financial statement amounts.
The components of Income from discontinued operations for each of the three years in the period ended December 31, 2006, are shown below. These include the results of operations through the date of each respective sale for properties sold during 2006, 2005 and 2004 and a full year of operations for those assets classified as held-for-sale as of December 31, 2006 (in thousands):
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| | | | | | | | | | | | | |
| | | 2006 | | | 2005 | | | 2004 | |
| Discontinued Operations: | | | | | | | | | | | | |
| Revenues from rental property | | $ | 15,318 | | | $ | 27,757 | | | $ | 33,670 | |
| Rental property expenses | | | (2,774 | ) | | | (7,925 | ) | | | (9,369 | ) |
| | | | | | | | | | |
| Income from property operations | | | 12,544 | | | | 19,832 | | | | 24,301 | |
| | | | | | | | | | | | | |
| Depreciation and amortization | | | (3,697 | ) | | | (6,610 | ) | | | (7,473 | ) |
| Interest expense | | | (380 | ) | | | (1,382 | ) | | | (1,779 | ) |
| | | | | | | | | | | | | |
| Income from other real estate investments | | | 3,705 | | | | 1,192 | | | | — | |
| Other income/(expense) | | | 1,832 | | | | 1,305 | | | | (2,300 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Income from discontinued operating properties | | | 14,004 | | | | 14,337 | | | | 12,749 | |
| | | | | | | | | | | | | |
| Provision for income taxes | | | (2,096 | ) | | | — | | | | — | |
| | | | | | | | | | | | | |
| Minority interest in income from discontinued operating properties | | | (1,497 | ) | | | (476 | ) | | | (481 | ) |
| | | | | | | | | | | | | |
| Loss on operating properties held for sale/sold | | | (1,421 | ) | | | (5,098 | ) | | | (5,064 | ) |
| | | | | | | | | | | | | |
| Gain on disposition of operating properties | | | 74,138 | | | | 28,918 | | | | 15,823 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Income from discontinued operations | | $ | 83,128 | | | $ | 37,681 | | | $ | 23,027 | |
| | | | | | | | | | |
During 2006, the Company reclassified as held-for-sale 13 operating properties comprising 0.8 million square feet of GLA. The aggregate book value of these properties was approximately $36.5 million, net of accumulated depreciation of approximately $5.9 million. The book value of one property exceeded its estimated fair value by approximately $0.6 million, and as a result, the Company recorded a loss resulting from an adjustment of property carrying value of approximately $0.6 million. The remaining properties had fair values exceeding their book values, and as a result, no adjustment of property carrying value was recorded. The Company’s determination of the fair value for each of these properties, aggregating approximately $50.0 million, is based primarily upon executed contracts of sale with third parties less estimated selling costs. The Company completed the sale of ten of these operating properties during 2006.
During 2005, the Company reclassified as held-for-sale four operating properties comprising approximately 0.6 million square feet of GLA. The book value of each of these properties, aggregating approximately $42.2 million, net of accumulated depreciation of approximately $9.4 million, did not exceed each of their estimated fair values. As a result, no adjustment of property carrying value was recorded. The Company’s determination of the fair value for each of these properties, aggregating approximately $61.4 million, was based upon executed contracts of sale with third parties less estimated selling costs. The Company completed the sale of these properties during 2005 and 2006.
During December 2004, the Company reclassified as held-for-sale an operating property located in Melbourne, FL, comprising approximately 0.1 million square feet of GLA. The Company completed the sale of this property during 2005.
During 2004, the Company reclassified as held-for-sale two operating properties comprising approximately 0.3 million square feet of GLA. The book value of these properties, aggregating approximately $8.7 million, net of accumulated depreciation of approximately $4.2 million, exceeded their estimated fair value. The Company’s determination of the fair value of these properties, aggregating approximately $4.5 million, was based upon contracts of sale with third parties less estimated selling costs. As a result, the Company had recorded a loss resulting from an adjustment of property carrying values of $4.2 million. During 2004, the Company completed the sale of these properties.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
7.Investment and Advances in Real Estate Joint Ventures:
Kimco Prudential Joint Venture (“KimPru”) -
On July 9, 2006, the Company entered into a definitive merger agreement with Pan Pacific Retail Properties Inc. (“Pan Pacific”). Under the terms of the agreement, the Company agreed to acquire all of the outstanding shares of Pan Pacific for total merger consideration of $70.00 per share. As permitted under the merger agreement, the Company elected to issue $10.00 per share of the total merger consideration in the form of Common Stock to be based upon the average closing price of the Common Stock over ten trading days immediately preceding the closing date.
On September 25, 2006, Pan Pacific stockholders approved the proposed merger and the closing occurred on October 31, 2006. In addition to the merger consideration of $70.00 per share, Pan Pacific stockholders also received $0.2365 per share as a pro-rata portion of Pan Pacific’s regular $0.64 per share dividend for each day between September 26, 2006 and the closing date.
The transaction had a total value of approximately $4.1 billion, including Pan Pacific’s outstanding debt totaling approximately $1.1 billion. As of October 31, 2006, Pan Pacific owned interests in 138 operating properties, which comprised approximately 19.9 million square feet of GLA, located primarily in California, Oregon, Washington and Nevada.
Funding for this transaction was provided by approximately $1.3 billion of new individual non-recourse mortgage loans encumbering 51 properties, a $1.2 billion two-year credit facility, which bears interest at LIBOR plus 0.375% provided by a consortium of banks and guaranteed by the joint venture partners described below and the Company, the issuance of 9,185,847 shares of Common Stock valued at approximately $407.7 million, the assumption of approximately $630.0 million of unsecured bonds and approximately $289.4 million of existing non-recourse mortgage debt encumbering 23 properties and approximately $300.0 million in cash. With respect to the $1.2 billion guarantee by the Company, PREI, as defined below, guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make.
Immediately following the merger, the Company commenced its joint venture agreements with Prudential Real Estate Investors (“PREI”) through three separate accounts managed by PREI. In accordance with the joint venture agreements, all Pan Pacific assets and the respective non-recourse mortgage debt and the $1.2 billion credit facility mentioned above were transferred to the separate accounts. PREI contributed approximately $1.1 billion on behalf of institutional investors in three of its portfolios. The Company holds 15% non-controlling ownership interests in each of these joint ventures, collectively, KimPru, with a total aggregate investment of approximately $194.8 million. In addition, the Company will manage the portfolios and earn acquisition fees, leasing commissions, property management fees and construction management fees.
The above mentioned mortgages bear interest at rates ranging from 4.92% to 8.30% and have maturities ranging from eight months to 119 months.
During November 2006, KimPru sold an operating property for a sales price of $5.3 million. There was no gain or loss recognized in connection with this sale.
Kimco Income REIT (“KIR”) -
The Company has a non-controlling limited partnership interest in KIR and manages the portfolio. Effective July 1, 2006, the Company acquired an additional 1.7% limited partnership interest in KIR, which increased the Company’s total non-controlling interest to approximately 45.0%.
During 2006, KIR disposed of two operating properties and one land parcel, in separate transactions, for an aggregate sales price of approximately $15.2 million. These sales resulted in an aggregate gain of approximately $4.4 million of which the Company’s share was approximately $1.9 million.
During 2005, KIR disposed of two operating properties and one out-parcel, in separate transactions, for an aggregate sale price of approximately $51.2 million. These sales
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
resulted in an aggregate gain of approximately $20.2 million of which the Company’s shares was approximately $8.7 million. In connection with the sale of one of the operating properties, KIR incurred a $2.0 million loan defeasance charge, of which the Company’s share was approximately $0.9 million.
Additionally during 2005, KIR purchased one shopping center property located in Delran, NJ, for approximately $4.6 million.
In April 2005, KIR entered into a three-year $30.0 million unsecured revolving credit facility which bears interest at LIBOR plus 1.40%. As of December 31, 2006, there was an outstanding balance of $14.0 million under this credit facility.
As of December 31, 2006, the KIR portfolio was comprised of 66 shopping center properties aggregating approximately 14.0 million square feet of GLA located in 19 states.
RioCan Investments -
During October 2001, the Company formed a joint venture (the “RioCan Venture”) with RioCan Real Estate Investment Trust (“RioCan”) in which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The acquisition and development projects are to be sourced and managed by RioCan and are subject to review and approval by a joint oversight committee consisting of RioCan management and the Company’s management personnel. Capital contributions will only be required as suitable opportunities arise and are agreed to by the Company and RioCan.
As of December 31, 2006, the RioCan Venture was comprised of 34 operating properties consisting of approximately 8.1 million square feet of GLA.
Kimco / G.E. Joint Venture (“KROP”)
During 2001, the Company formed a joint venture (the “Kimco Retail Opportunity Portfolio” or “KROP”) with GE Capital Real Estate (“GECRE”), in which the Company has a 20% non-controlling interest and manages the portfolio.
During 2006, KROP acquired one operating property from the Company for an aggregate purchase price of approximately $3.5 million.
During 2006, KROP sold three operating properties to a joint venture in which the Company has a 20% non-controlling interest for an aggregate sales price of approximately $62.2 million. These sales resulted in an aggregate gain of approximately $26.7 million. As a result of its continued 20% ownership interest in these properties, the Company has deferred recognition of its share of these gains. In addition, KROP sold one operating property to a joint venture in which the Company has a 19% non-controlling interest for an aggregate sales price of $96.0 million. This sale resulted in a gain of approximately $42.3 million. As a result of its continued 19% ownership interest in this property, the Company recognized 1% of the gain.
Additionally, during 2006, KROP sold nine operating properties, one out-parcel and one land parcel, in separate transactions, for an aggregate sales price of approximately $171.4 million. These sales resulted in an aggregate gain of approximately $49.6 million of which the Company’s share was approximately $9.9 million.
During 2006, KROP obtained one non-recourse, non-cross collateralized variable rate mortgage for $14.0 million on a property previously unencumbered with a rate of LIBOR plus 1.10%.
Additionally during 2006, KROP obtained a one-year $15.0 million unsecured term loan, which bears interest at LIBOR plus 0.5%. This loan is guaranteed by the Company and GECRE has guaranteed reimbursement to the Company of 80% of any guaranty payment the Company is obligated to make.
During 2005, KROP acquired four operating properties and one out-parcel, in separate transactions, for an aggregate purchase price of approximately $74.6 million,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
including the assumption of approximately $26.2 million of individual non-recourse mortgage debt encumbering two of the properties and preferred units of approximately $4.2 million associated with another property.
During 2005, KROP disposed of three unencumbered operating properties and two out-parcels, in separate transactions, for an aggregate sales price of approximately $60.3 million. These sales resulted in an aggregate gain of approximately $18.3 million of which the Company’s share was approximately $3.7 million.
During 2005, KROP obtained ten-year individual non-recourse, non-crossed collateralized fixed-rate mortgages aggregating approximately $21.9 million on two of its previously unencumbered properties with rates ranging from 5.2% to 5.3%.
During 2005, KROP obtained two non-recourse, non-crossed collateralized variable rate mortgages for a total of $25.7 million on two properties with rates of LIBOR plus 1.30% and 1.65% with terms of two and three years, respectively.
As of December 31, 2006, the KROP portfolio was comprised of 25 operating properties aggregating approximately 3.6 million square feet of GLA located in 10 states.
During August 2006, the Company and GECRE agreed to market for sale the remaining properties within the KROP venture.
Kimco/UBS Joint Ventures (“KUBS”) -
The Company has joint venture investments with UBS Wealth Management North American Property Fund Limited (“UBS”) in which the Company has non-controlling interests ranging from 15% to 20%. These joint ventures, (collectively “KUBS”), were established to acquire high quality retail properties primarily financed through the use of individual non-recourse mortgages. Capital contributions are only required as suitable opportunities arise and are agreed to by the Company and UBS. The Company manages the properties.
During 2006, KUBS acquired 15 operating properties for an aggregate purchase price of approximately $447.8 million, which included approximately $136.8 million of non-recourse debt encumbering 13 properties, with maturities ranging from three to ten years and bear interest at rates ranging from 4.74% to 6.20%.
Additionally during 2006, KUBS acquired one operating property from the Company, and five operating properties from joint ventures in which the Company has 15% to 20% non-controlling interests, for an aggregate purchase price of approximately $297.0 million, including the assumption of approximately $93.2 million of non-recourse mortgage debt, encumbering two of the properties, with maturities ranging from six to seven years with interest rates ranging from 5.64% to 5.88%.
During 2005, KUBS acquired two operating properties for an aggregate purchase price of approximately $30.5 million and purchased eight operating properties from the Company for an aggregate purchase price of approximately $213.1 million. KUBS obtained individual non-recourse mortgages on five of the properties acquired from the Company aggregating $56.9 million.
As of December 31, 2006, the KUBS portfolio was comprised of 31 operating properties aggregating approximately 5.0 million square feet of GLA located in 11 states.
PL Retail -
The Company acquired the Price Legacy Corporation through a newly formed joint venture, PL Retail LLC (“PL Retail”), in which the Company has a 15% non-controlling interest and manages the portfolio. In connection with this transaction, PL Retail acquired 33 operating properties aggregating approximately 7.6 million square feet of GLA located in ten states. To partially fund the acquisition, the Company provided PL Retail approximately $30.6 million of secured mezzanine financing. This interest-only loan bore interest at a fixed rate of 7.5% and matured in December 2006. The Company also provided PL Retail a secured short-term promissory note of approximately $8.2 million. This interest only note bore interest at LIBOR plus 4.50% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6.0% and is now payable on demand. As of December 31, 2006, there was no outstanding balances due the Company on the mezzanine financing or promissory note.
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During 2006, PL Retail sold one operating property for a sales price of approximately $42.1 million, which resulted in a gain of approximately $3.9 million of which the Company’s share was approximately $0.6 million.
Additionally during 2006, PL Retail sold one of its operating properties to a newly formed joint venture in which the Company has a 19% non-controlling interest for a sales price of approximately $109.0 million. As a result of the Company’s continued ownership no gain was recognized from this transaction. Proceeds of approximately $17.0 million from these sales were used by PL Retail to repay the remaining balance of mezzanine financing and the promissory note which were previously provided by the Company.
During 2005, PL Retail entered into a $39.5 million unsecured revolving credit facility, which bears interest at LIBOR plus 0.675% and was scheduled to mature in February 2007. During 2007, the loan was extended to February 2008 at a reduced rate of LIBOR plus 0.45%. This facility is guaranteed by the Company and the joint venture partner has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make. As of December 31, 2006, there was $39.5 million outstanding under this facility.
During the year ended December 31, 2005, PL Retail disposed of nine operating properties, in separate transactions, for an aggregate sales price of approximately $81.4 million, which represented the approximate carrying values of the properties. Proceeds of approximately $22.0 million were used to partially repay the mezzanine financing and promissory note that were provided by the Company.
As of December 31, 2006, PL Retail consisted of 23 operating properties aggregating approximately 5.8 million square feet of GLA located in seven states.
Other Real Estate Joint Ventures –
The Company and its subsidiaries have investments in and advances to various other real estate joint ventures. These joint ventures are engaged primarily in the operation and development of shopping centers which are either owned or held under long-term operating leases.
During 2006, the Company acquired, in separate transactions, 36 operating properties and one ground lease, through joint ventures in which the Company has non-controlling interests. These properties were acquired for an aggregate purchase price of approximately $726.7 billion, including approximately $419.5 million of non-recourse mortgage debt encumbering 20 of the properties. The Company’s aggregate investment in these joint ventures was approximately $90.4 million. Details of these transactions are as follows (in thousands):
| | | | | | | | | | | | | |
| | | | | | | Purchase Price | | |
| | | | | Month | | | | | | | | |
| Property Name | | Location | | Acquired | | Cash | | Debt | | Total | | GLA |
| Stabilus | | Saltillo, | | Jan-06 | | $2,600 | | $— | | $2,600 | | 63 |
| Building | | Cahuila, | | | | | | | | | | |
| | | Mexico | | | | | | | | | | |
| | | | | | | | | | | | | |
| American | | Chihuahua & San | | Feb-06 | | 12,200 | | — | | 12,200 | | 224 |
| Industries | | Luis Postosi, | | | | | | | | | | |
| (3 Locations) | | Mexico | | | | | | | | | | |
| | | | | | | | | | | | | |
| Crème de la | | Allen & | | Feb-06 | | 2,409 | | 7,229 | | 9,638 | | 41 |
| Crème | | Colleyville, | | | | | | | | | | |
| (2 Locations) | | TX | | | | | | | | | | |
| | | | | | | | | | | | | |
| Five free-standing | | CO, OR, NM, | | Mar-06 | | 7,000 | | — | | 7,000 | | 162 |
| locations | | NY | | | | | | | | | | |
| | | | | | | | | | | | | |
| Edgewater Commons | | Edgewater, NJ | | Mar-06 | | 44,104 | | 74,250 | | 118,354 | | 424 |
| | | | | | | | | | | | | |
| Long Gate | | Ellicot City, | | Mar-06 | | 36,330 | | 40,200 | | 76,530 | | 433 |
| Shopping Ctr | | MD | | | | | | | | | | |
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| | | | | | | | | | | | | |
| | | | | | | Purchase Price | | |
| | | | | Month | | | | | | | | |
| Property Name | | Location | | Acquired | | Cash | | Debt | | Total | | GLA |
| Clackamas | | Clakamas, OR | | Mar-06 | | 35,240 | | 42,550 | | 77,790 | | 237 |
| Promenade | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Westmont | | Various, | | Mar-06 | | 16,066 | | 69,572 | | 85,638 | | 358 |
| Portfolio | | Canada | | | | | | | | | | |
| (8 Locations) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Crow Portfolio | | FL and TX | | Apr-06 | | 46,698 | | 66,200 | | 112,898 | | 678 |
| (3 Locations) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Great Northeast | | Philadelphia, PA | | Apr-06 | | 36,500 | | — | | 36,500 | | 290 |
| Plaza | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Cessna Building | | Chihuahua, | | Apr-06 | | 2,060 | | — | | 2,060 | | 62 |
| | | Mexico | | | | | | | | | | |
| | | | | | | | | | | | | |
| Crème de la | | Coppell, TX | | Jun-06 | | 1,325 | | 4,275 | | 5,600 | | 20 |
| Crème | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Westmont | | Houston, TX | | Jun-06 | | 14,000 | | 47,200 | | 61,200 | | 460 |
| Portfolio | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Werner II | | Juarez, | | Jun-06 | | 1,800 | | — | | 1,800 | | 200 |
| | | Mexico | | | | | | | | | | |
| | | | | | | | | | | | | |
| Cypress Towne | | Cypress, TX | | Aug-06 | | 13,332 | | 25,650 | | 38,982 | | 196 |
| Center | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Bustleton Dunkin | | Philadelphia, PA | | Aug-06 | | 1,000 | | — | | 1,000 | | 2 |
| Donuts (ground | | | | | | | | | | | | |
| lease) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| American | | Juarez, | | Aug-06 | | 8,000 | | — | | 8,000 | | 187 |
| Industries | | Mexico | | | | | | | | | | |
| | | | | | | | | | | | | |
| American Industries | | Chihuahua, | | Nov-06 | | 3,152 | | — | | 3,152 | | 57 |
| (ITT) | | Mexico | | | | | | | | | | |
| | | | | | | | | | | | | |
| American Industries | | Juarez, | | Nov-06 | | 2,174 | | — | | 2,174 | | 39 |
| (Columbus) | | Mexico | | | | | | | | | | |
| | | | | | | | | | | | | |
| American Industries | | Chihuahua, | | Nov-06 | | 3,100 | | — | | 3,100 | | 80 |
| (Zodiac) | | Mexico | | | | | | | | | | |
| | | | | | | | | | | | | |
| Conroe | | Conroe, TX | | Dec-06 | | 18,150 | | 42,350 | | 60,500 | | 244 |
| Marketplace | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | $307,240 | | $419,476 | | $726,716 | | 4,457 |
| | | | | | | | | | | | | |
During January 2006, the Company transferred 50% of its 60% interest in an operating property in Guadalajara, Mexico, to a joint venture partner for approximately $12.8 million, which approximated its carrying value. As a result of this transaction, the Company now holds a 30% non-controlling interest and continues to account for its investment under the equity method of accounting.
During June 2006, the Company transferred 50% of its 60% interest in a development property located in Tijuana, Baja California, Mexico, to a joint venture partner for approximately $6.4 million, which approximated its carrying value. As a result of this transaction, the Company now holds a 30% non-controlling interest and continues to account for its investment under the equity method of accounting.
During August 2006, the Company sold 50% of its 100% interest in a development property located in Monterrey, Mexico, to a joint venture partner for approximately $9.6
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
million, which approximated its carrying value. The Company accounts for its remaining 50% interest under the equity method of accounting.
During 2006, joint ventures in which the Company has non-controlling interests ranging from 10% to 50%, disposed of, in separate transactions, six properties for an aggregate sales price of approximately $62.4 million. These sales resulted in an aggregate gain of approximately $8.1 million, of which the Company’s share was approximately $2.0 million.
During 2005, the Company acquired, in separate transactions, 69 operating properties through joint ventures in which the Company has non-controlling interests. These properties were acquired for an aggregate purchase price of approximately $641.1 million, including approximately $317.0 million of non-recourse mortgage debt encumbering 57 of the properties. The Company’s aggregate investment in these joint ventures was approximately $124.0 million. Details of these transactions are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | Purchase Price | | |
| | | | | Month | | | | | | | | | | | | | | | |
| Property Name | | Location | | Acquired | | Cash | | Debt | | Total | | GLA |
| Kmart Building | | Hillsborough, NJ | | Apr-05 | | $ | 2,100 | | | $ | 1,900 | (a) | | $ | 4,000 | | | 56 | |
| | | | | | | | | | | | | | | | | | | | |
| Hyatt Regency | | Cancun, | | May-05 | | | 19,700 | | | | — | | | | 19,700 | | | 306 | |
| Cancun | | Mexico | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Fremont Hub | | Freemont, CA | | Jun-05(b) | | | 80,654 | | | | 42,500 | | | | 123,154 | | | 503 | |
| | | | | | | | | | | | | | | | | | | | |
| One City Center | | Houston, TX | | Jul-05 | | | 14,600 | | | | 76,500 | | | | 91,100 | | | 593 | |
| | | | | | | | | | | | | | | | | | | | |
| The Grove at | | Lakeland, FL | | Jul-05 | | | 8,000 | | | | — | | | | 8,000 | | | 105 | |
| Lakeland | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| North Quincy | | Quincy, MA | | Jul-05 | | | 7,204 | | | | 7,796 | | | | 15,000 | | | 81 | |
| | | | | | | | | | | | | | | | | | | | |
| Riverside Center | | St. Augustine, FL | | Aug-05 | | | 5,560 | | | | — | | | | 5,560 | | | 63 | |
| | | | | | | | | | | | | | | | | | | | |
| Greeley S.C. | | Greeley, CO | | Sept-05 | | | 21,000 | | | | — | | | | 21,000 | | | 139 | |
| | | | | | | | | | | | | | | | | | | | |
| American Industries | | Various, | | Oct-05 | | | 110,500 | | | | 167,037 | | | | 277,537 | | | 5,608 | |
| Portfolio | | Mexico | | | | | | | | | | | | | | | | | |
| (57 properties) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Docstone Commons | | Stafford, VA | | Nov-05 | | | 17,525 | | | | — | | | | 17,525 | | | 101 | |
| | | | | | | | | | | | | | | | | | | | |
| MacArthur Towne Center | | Whitehall, PA | | Nov-05 | | | 17,150 | | | | — | | | | 17,150 | | | 151 | |
| | | | | | | | | | | | | | | | | | | | |
| The Center at East | | East | | | | | | | | | | | | | | | | | |
| Northport | | Northport, NY | | Nov-05 | | | 9,000 | | | | — | | | | 9,000 | | | 26 | |
| | | | | | | | | | | | | | | | | | | | |
| Cambridge Crossing | | Troy, MI | | Dec-05 | | | 11,108 | | | | 21,257 | | | | 32,365 | | | 223 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | $ | 324,101 | | | $ | 316,990 | | | $ | 641,091 | | | 7,955 | |
| | | | | | | | | | | | | | | | | |
| | |
| (a) | | This loan is jointly and severally guaranteed by the joint venture partners, including the Company. |
| |
| (b) | | The Company acquired an additional 25% interest in this joint venture. |
During March 2005, the Company transferred 50% of the Company’s 95% interest in a developed property located in Huehuetoca, Mexico, to a joint venture partner for approximately $5.3 million, which approximated its carrying value. As a result of this transaction, the Company now holds a 47.5% non-controlling interest and has deconsolidated the investment. The Company accounts for its investment under the
97
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
equity method of accounting.
During July 2005, the Company transferred a developed property located in Reynosa, Mexico, to a newly formed joint venture in which the Company has a 50% non-controlling interest, for a price of approximately $6.9 million. The Company accounts for this investment under the equity method of accounting.
During September 2005, the Company transferred 45 operating properties, comprising approximately 0.3 million square feet of GLA, located in Virginia and Maryland to a newly formed unconsolidated joint venture in which the Company has a 15% non-controlling interest. The transfer price was approximately $85.3 million including the assignment of approximately $65.0 million of cross-collateralized non-recourse mortgage debt encumbering all of the properties.
During 2005, the Company transferred, in separate transactions, five operating properties comprising approximately 0.7 million square feet of GLA, to newly formed joint ventures in which the Company has 20% non-controlling interests, for an aggregate price of approximately $85.6 million, including the assignment of approximately $40.2 million of mortgage debt encumbering three of the properties.
Summarized financial information for these real estate joint ventures is as follows (in millions):
| | | | | | | | | |
| | | December 31, | |
| | | 2006 | | | 2005 | |
| Assets: | | | | | | | | |
| Real estate, net | | $ | 11,858.0 | | | $ | 6,470.4 | |
| Other assets | | | 418.4 | | | | 308.5 | |
| | | | | | | |
| | | | | | | | | |
| | | $ | 12,276.4 | | | $ | 6,778.9 | |
| | | | | | | |
| | | | | | | | | |
| Liabilities and Partners’ Capital: | | | | | | | | |
| Mortgages payable | | $ | 6,931.5 | | | $ | 4,443.6 | |
| Notes payable | | | 1,388.5 | | | | 58.7 | |
| Construction loans | | | 24.2 | | | | 69.6 | |
| Other liabilities | | | 176.8 | | | | 144.0 | |
| Minority interest | | | 107.1 | | | | 81.9 | |
| Partners’ capital | | | 3,648.3 | | | | 1,981.1 | |
| | | | | | | |
| | | | | | | | | |
| | | $ | 12,276.4 | | | $ | 6,778.9 | |
| | | | | | | |
| | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | 2006 | | | 2005 | | | 2004 | |
| Revenues from rental property | | $ | 1,007.1 | | | $ | 759.0 | | | $ | 545.8 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Operating expenses | | | (287.6 | ) | | | (214.0 | ) | | | (155.6 | ) |
| Interest | | | (323.7 | ) | | | (247.1 | ) | | | (171.0 | ) |
| Depreciation and amortization | | | (223.3 | ) | | | (153.7 | ) | | | (97.1 | ) |
| Other, net | | | (13.1 | ) | | | (8.4 | ) | | | (5.8 | ) |
| | | | | | | | | | |
| | | | (847.7 | ) | | | (623.2 | ) | | | (429.5 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Income from continuing operations | | | 159.4 | | | | 135.8 | | | | 116.3 | |
| | | | | | | | | | | | | |
| Discontinued Operations: | | | | | | | | | | | | |
| Income/(loss) from discontinued operations | | | 8.1 | | | | (1.7 | ) | | | 1.8 | |
| | | | | | | | | | | | | |
| Gain on dispositions of properties | | | 134.6 | | | | 52.5 | | | | 20.2 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Net income | | $ | 302.1 | | | $ | 186.6 | | | $ | 138.3 | |
| | | | | | | | | | |
Other liabilities in the accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling approximately $13.5 million and $13.2 million at December 31, 2006 and 2005, respectively. The Company and its subsidiaries have varying equity interests in these real estate joint ventures, which may differ
98
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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. As of December 31, 2006 and 2005, the Company’s carrying value in these investments approximated $1.1 billion and $735.6 million, respectively.
8.Other Real Estate Investments:
Preferred Equity Capital -
The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties. During 2006 the Company provided, in separate transactions, an aggregate of approximately $223.9 million in investment capital to developers and owners of 101 real estate properties. During 2005, the Company provided, in separate transactions, an aggregate of approximately $84.3 million in investment capital to developers and owners of 79 real estate properties. As of December 31, 2006, the Company’s net investment under the Preferred Equity program was approximately $400.4 million relating to 215 properties. For the years ended December 31, 2006, 2005 and 2004, the Company earned approximately $40.1 million, including $12.2 million of profit participation earned from 16 capital transactions, $32.8 million, including $12.6 million of profit participation earned from six capital transactions, and $11.4 million, including $3.9 million of profit participation earned from four capital transactions, respectively,from these investments.
Summarized financial information relating to the Company’s preferred equity investments is as follows (in millions):
| | | | | | | | | |
| | | December 31, | |
| | | 2006 | | | 2005 | |
| Assets: | | | | | | | | |
| Real estate, net | | $ | 1,683.8 | | | $ | 945.0 | |
| Other assets | | | 113.4 | | | | 65.5 | |
| | | | | | | |
| | | $ | 1,797.2 | | | $ | 1,010.5 | |
| | | | | | | |
| | | | | | | | | |
| Liabilities and Partners’ Capital: | | | | | | | | |
| Notes and mortgages payable | | $ | 1,239.7 | | | $ | 703.3 | |
| Other liabilities | | | 55.2 | | | | 19.7 | |
| Partners’ capital | | | 502.3 | | | | 287.5 | |
| | | | | | | |
| | | $ | 1,797.2 | | | $ | 1,010.5 | |
| | | | | | | |
| | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | 2006 | | | 2005 | | | 2004 | |
| Revenues from Rental Property | | $ | 177.6 | | | $ | 118.5 | | | $ | 61.6 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Operating expenses | | | (58.6 | ) | | | (42.0 | ) | | | (19.4 | ) |
| Interest | | | (61.6 | ) | | | (38.9 | ) | | | (21.2 | ) |
| Depreciation and amortization | | | (34.2 | ) | | | (19.3 | ) | | | (9.6 | ) |
| Other, net | | | (4.4 | ) | | | (1.2 | ) | | | (0.3 | ) |
| | | | | | | | | | |
| | | | (158.8 | ) | | | (101.4 | ) | | | (50.5 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | 18.8 | | | | 17.1 | | | | 11.1 | |
| | | | | | | | | | | | | |
| Gain on disposition of properties | | | 49.4 | | | | 49.8 | | | | 4.4 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Net income | | $ | 68.2 | | | $ | 66.9 | | | $ | 15.5 | |
| | | | | | | | | | |
The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital. As of December 31, 2006 and 2005, the Company’s invested capital in its preferred equity investments approximated $400.4 million and $225.9 million, respectively.
Investment in Retail Store Leases -
The Company has interests in various retail store leases relating to the anchor store
99
premises in neighborhood and community shopping centers. These premises have been sublet to retailers who lease the stores pursuant to net lease agreements. Income from the investment in these retail store leases during the years ended December 31, 2006, 2005 and 2004, was approximately $1.3 million, $9.1 million and $3.9 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2006, 2005 and 2004, of approximately $8.2 million, $17.8 million and $13.3 million, respectively, less related expenses of $5.7 million, $7.4 million and $8.0 million, respectively, and an amount which, in management’s estimate, reasonably provides for the recovery of the investment over a period representing the expected remaining term of the retail store leases. The Company’s future minimum revenues under the terms of all non-cancelable tenant subleases and future minimum obligations through the remaining terms of its retail store leases, assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2007, $7.4 and $4.6; 2008, $6.6 and $4.0; 2009, $5.8 and $3.6; 2010, $5.0 and $3.2; 2011, $4.0 and $2.6; and thereafter, $2.8 and $2.2, respectively.
Leveraged Lease -
During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30 properties. The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the lessee having certain renewal option rights. The Company’s cash equity investment was approximately $4.0 million. This equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting for Leases (as amended).
From 2002 to 2005, 14 of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $27.1 million.
During 2006, an additional two properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $1.2 million. As of December 31, 2006, the remaining 14 properties were encumbered by third-party non-recourse debt of approximately $48.4 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease.
As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease. Accordingly, this obligation has been offset against the related net rental receivable under the lease.
At December 31, 2006 and 2005, the Company’s net investment in the leveraged lease consisted of the following (in millions):
| | | | | | | | | |
| | | 2006 | | | 2005 | |
| Remaining net rentals | | $ | 62.3 | | | $ | 68.9 | |
| Estimated unguaranteed residual value | | | 40.5 | | | | 43.8 | |
| Non-recourse mortgage debt | | | (48.4 | ) | | | (52.8 | ) |
| Unearned and deferred income | | | (50.7 | ) | | | (55.9 | ) |
| | | | | | | |
| Net investment in leveraged lease | | $ | 3.7 | | | $ | 4.0 | |
| | | | | | | |
9.Mortgages and Other Financing Receivables:
During January 2006, the Company provided approximately $16.0 million as its share of a $50.0 million junior participation in a $700.0 million first mortgage loan, in connection with a private investment firm’s acquisition of a retailer. This loan participation bore interest at LIBOR plus 7.75% per annum and had a two-year term with a one-year extension option and was collateralized by certain real estate interests of the retailer. During June 2006, the borrower elected to pre-pay the outstanding loan balance of approximately $16.0 million in full satisfaction of this loan.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Additionally, during January 2006, the Company provided approximately $5.2 million as its share of an $11.5 million term loan to a real estate developer for the acquisition of a 59 acre land parcel located in San Antonio, TX. This loan is interest only at a fixed rate of 11.0% for a term of two years payable monthly and collateralized by a first mortgage on the subject property. As of December 31, 2006, the outstanding balance on this loan was approximately $5.2 million.
During February 2006, the Company committed to provide a one year $17.2 million credit facility at a fixed rate of 8.0% for a term of nine months and 9.0% for the remaining term to a real estate investor for the recapitalization of a discount and entertainment mall that it currently owns. During 2006, this facility was fully paid and was terminated.
During April 2006, the Company provided two separate mortgages aggregating $14.5 million on a property owned by a real estate investor. Proceeds were used to payoff the existing first mortgage, buyout the existing partner and for redevelopment of the property. The mortgages bear interest at 8.0% per annum and mature in 2008 and 2013. These mortgages are collateralized by the subject property. As of December 31, 2006, the aggregate outstanding balance on these mortgages was approximately $15.0 million, including $0.5 million of accrued interest.
During May 2006, the Company provided a CAD $23.5 million collateralized credit facility at a fixed rate of 8.5% per annum for a term of two years to a real estate company for the execution of its property acquisitions program. The credit facility is guaranteed by the real estate company. The Company was issued 9,811 units, valued at approximately USD $0.1 million, and warrants to purchase up to 0.1 million shares of the real estate company as a loan origination fee. During August 2006, the Company increased the credit facility to CAD $45.0 million and received an additional 9,811 units, valued at approximately USD $0.1 million, and warrants to purchase up to 0.1 million shares of the real estate company. As of December 31, 2006, the outstanding balance on this credit facility was approximately CAD $3.6 million (approximately USD $3.1 million).
During September 2005, a newly formed joint venture, in which the Company had an 80% interest, acquired a 90% interest in a $48.4 million mortgage receivable for a purchase price of approximately $34.2 million. This loan bore interest at a rate of three-month LIBOR plus 2.75% per annum and was scheduled to mature on January 12, 2010. A 626-room hotel located in Lake Buena Vista, FL collateralized the loan. The Company had determined that this joint venture entity was a VIE and had further determined that the Company was the primary beneficiary of this VIE and had therefore consolidated it for financial reporting purposes. During March 2006, the joint venture acquired the remaining 10% of this mortgage receivable for a purchase price of approximately $3.8 million. During June 2006, the joint venture accepted a pre-payment of approximately $45.2 million from the borrower as full satisfaction of this loan.
During August 2006, the Company provided $8.8 million as its share of a $13.2 million 12-month term loan to a retailer for general corporate purposes. This loan bears interest at a fixed rate of 12.50% with interest payable monthly and a balloon payment for the principal balance at maturity. The loan is collateralized by the underlying real estate of the retailer. Additionally, the Company funded $13.3 million as its share of a $20.0 million revolving Debtor-in-Possession facility to this retailer. The facility bears interest at LIBOR plus 3.00% and has an unused line fee of 0.375%. This credit facility is collateralized by a first priority lien on all the retailer’s assets. As of December 31, 2006, the Company’s share of the outstanding balance on this loan and credit facility was approximately $7.6 million and $4.9 million, respectively.
During September 2006, the Company provided a MXP 57.3 million (approximately USD $5.3 million) loan to an owner of an operating property in Mexico. The loan, which is collateralized by the property, bears interest at 12.0% per annum and matures in 2016. The Company is entitled to a participation feature of 25% of annual cash flows after debt service and 20% of the gain on sale of the property. As of December 31, 2006, the outstanding balance on this loan was approximately MXP 57.8 million (approximately USD $5.3 million).
During November 2006, the Company committed to provide a MXP 124.8 million (approximately USD $11.5 million) loan to an owner of a land parcel in Acapulco, Mexico. The loan, which is collateralized with an operating property owned by the borrower, bears interest at 10% per annum and matures in 2016. The Company is entitled to a participation feature of 20% of excess cash flows and gains on sale of the property. As of December 31, 2006, the outstanding balance on this loan was MXP 12.8 million (approximately USD $1.2 million).
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During December 2006, the Company provided $5.0 million as its share of a one-year $27.5 million mortgage loan to a real estate developer. The proceeds were used to payoff the existing debt. The loan is collateralized by a parcel of land and bears interest at a fixed rate of 13%, which is payable monthly with any unpaid accrued interest and principal payable at maturity. As of December 31, 2006, the outstanding balance on this loan was $5.0 million.
During May 2002, the Company provided a secured $15 million three-year term loan and a secured $7.5 million revolving credit facility to Frank’s at an interest rate of 10.25% per annum collateralized by 40 real estate interests. Interest was payable quarterly in arrears. During 2003, the revolving credit facility was amended to increase the total borrowing capacity to $17.5 million. During January 2004, the revolving loan was further amended to provide up to $33.75 million of borrowings from the Company. During September 2004, Frank’s filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The Company committed to provide an additional $27.0 million of Debtor-in-Possession financing with a term of one year at an interest rate of Prime plus 1.00% per annum. During July 2005, Frank’s emerged from bankruptcy as FNC and repaid all outstanding amounts owed to the Company under the revolving credit facility and Debtor-in-Possession financing (See Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).
During April 2005, the Company provided a construction loan commitment of up to MXP 53.5 million (approximately USD $5.0 million) to a developer for the construction of a new retail center in Acapulco, Mexico. The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined. This facility is collateralized by the related property and matures in May 2015. As of December 31, 2006, there was approximately MXP 53.5 million (USD $4.9 million) outstanding on this loan.
Additionally, during April 2005, a newly formed joint venture, in which the Company has a 50% non-controlling interest, provided a retailer with a three-year $28.0 million revolving line of credit at a floating interest rate of Prime plus 5.5% per annum. The facility also provides for a 3.0% unused line fee and a 2.50% origination fee. The facility is collateralized by certain real estate interests of the borrower. As of December 31, 2006, the outstanding balance on this facility was $25.5 million of which the Company’s share was $12.8 million.
During May 2005, a newly formed joint venture, in which the Company has a 44.38% non-controlling interest, provided Debtor-in-Possession financing to a healthcare facility that recently filed for protection under the bankruptcy code and is closing its operations. The term of this loan was two years and bore interest at prime plus 2.5%. The loan was collateralized by a hospital building, a six-story commercial building, a 12-story 133-unit apartment complex and various other building structures. During April 2006, the healthcare facility paid the outstanding balance on the loan and the loan was terminated.
Additionally, during May 2005, the Company acquired four mortgage loans collateralized by individual properties with an aggregate face value of approximately $16.6 million for approximately $14.3 million. These performing loans, which provide for monthly payments of principal and interest, bear interest at a fixed-rate of 7.57% and mature on June 1, 2019. As of December 31, 2006, there was an aggregate of approximately $13.8 million outstanding on these loans.
During October 2005, the Company provided a construction loan commitment of up to $38.1 million to a developer for acquisition and redevelopment of a retail center located in Richland Township, PA. The loan is interest only at a rate of LIBOR plus 2.20% and matures in October of 2007. As of December 31, 2006, the outstanding balance on this loan was approximately $12.6 million.
During March 2002, the Company provided a $50.0 million ten-year loan to Shopko Stores, Inc., at an interest rate of 11.0% per annum collateralized by 15 properties. The Company received principal and interest payments on a monthly basis. During January 2003, the Company sold a $37.0 million participation interest in this loan to an unaffiliated third party. The interest rate on the $37.0 million participation interest is a variable rate based on LIBOR plus 3.50%. The Company continued to act as the servicer for the full amount of the loan. During December 2005, Shopko elected to prepay the outstanding loan balance of approximately $46.7 million in full satisfaction of this loan. Shopko, also paid a prepayment penalty to the Company of
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
$14.0 million.
During December 2005, the Company provided a construction loan commitment of up to MXP 39.9 million (approximately USD $3.7 million) to a developer for the construction of a new retail center in Magno Deco, Mexico. The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined. This loan is collateralized by the related property and matures in May 2015. As of December 31, 2006, there was approximately MXP 30.3 million (USD $2.8 million) outstanding on this loan.
During July 2004, the Company provided an $11.0 million five-year term loan to a retailer at a floating interest rate of Prime plus 3.0% per annum or, at the borrower’s election, LIBOR plus 5.5% per annum. The facility was interest only, payable monthly in arrears and was collateralized by certain real estate interests of the borrower. During December 2005, the borrower elected to prepay the outstanding loan balance of $11.0 million in full satisfaction of this loan.
During September 2004, the Company acquired a $3.5 million mortgage receivable for $2.7 million. The interest rate on this mortgage loan was Prime plus 1.0% per annum with principal and interest paid monthly. This loan was scheduled to mature in February 2006 and was collateralized by a shopping center comprising 0.3 million square feet of GLA in Wilkes-Barre, PA. During May 2005, the borrower elected to prepay the outstanding loan balance in full satisfaction of this loan.
10.Marketable Securities:
The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2006 and 2005, are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| | | December 31, 2006 | |
| | | | | | | Gross | | | Gross | | | | |
| | | Amortized | | | Unrealized | | | Unrealized | | | | |
| | | Cost | | | Gains | | | Losses | | | Estimated Fair Value | |
| Available-for-sale: | | | | | | | | | | | | | | | | |
| Equity securities | | $ | 82,910 | | | $ | 38,718 | | | $ | (1,775 | ) | | $ | 119,853 | |
| | | | | | | | | | | | | | | | | |
| Held-to-maturity: | | | | | | | | | | | | | | | | |
| Other debt securities | | | 82,806 | | | | 3,451 | | | | (639 | ) | | | 85,618 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Total marketable securities | | $ | 165,716 | | | $ | 42,169 | | | $ | (2,414 | ) | | $ | 205,471 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | December 31, 2005 | |
| | | | | | | Gross | | | Gross | | | | |
| | | Amortized | | | Unrealized | | | Unrealized | | | | |
| | | Cost | | | Gains | | | Losses | | | Estimated Fair Value | |
| Available-for-sale: | | | | | | | | | | | | | | | | |
| Equity securities | | $ | 85,613 | | | $ | 63,466 | | | $ | (56 | ) | | $ | 149,023 | |
| | | | | | | | | | | | | | | | | |
| Held-to-maturity: | | | | | | | | | | | | | | | | |
| Other debt securities | | | 57,429 | | | | 3,615 | | | | (1,953 | ) | | | 59,091 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Total marketable securities | | $ | 143,042 | | | $ | 67,081 | | | $ | (2,009 | ) | | $ | 208,114 | |
| | | | | | | | | | | | | |
As of December 31, 2006, the contractual maturities of Other debt securities classified as held-to-maturity are as follows: within one year, $1.5 million; after one year through five years, $36.7 million; after five years through 10 years, $27.0 million and after 10 years, $17.6 million. Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.
11.Notes Payable:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company has implemented a medium-term notes (“MTN”) program pursuant to which it may, from time to time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs, and (ii) managing the Company’s debt maturities.
As of December 31, 2006, a total principal amount of approximately $1.4 billion in senior fixed-rate MTNs was outstanding. These fixed-rate notes had maturities ranging from five months to nine years as of December 31, 2006, and bear interest at rates ranging from 3.95% to 7.90%. Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of neighborhood and community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.
During March 2006, the Company issued $300.0 million of fixed rate unsecured senior notes under its MTN program. This fixed rate MTN matures March 15, 2016 and bears interest at 5.783% per annum. The proceeds from this MTN issuance were primarily used to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility and for general corporate purposes.
During June 2006, the Company entered into a third supplemental indenture, under the indenture governing its medium-term notes and senior notes, which amended the (i) total debt test and secured debt test by changing the asset value definition from undepreciated real estate assets to total assets, with total assets being defined as undepreciated real estate assets, plus other assets (but excluding goodwill and amortized debt costs) and (ii) maintenance of unencumbered total asset value covenant by increasing the requirement of the ratio of unencumbered total asset value to outstanding unsecured debt from 1 to 1 to 1.5 to 1. Additionally, the same amended covenants were adopted within the Canadian supplemental indenture, which governs the 4.45% Canadian Debentures due in 2010. In connection with the consent solicitation, the Company incurred costs aggregating approximately $5.8 million, of which $1.8 million was related to costs paid to third parties, which were expensed. The remaining $4.0 million was related to fees paid to note holders, which were capitalized and are being amortized over the remaining term of the notes.
During 2006, the Company repaid its (i) $30.0 million 6.93% fixed rate notes, which matured on July 20, 2006, (ii) $100.0 million floating rate notes, which matured August 1, 2006 and (iii) $55.0 million 7.50% fixed rate notes, which matured on November 5, 2006.
During August 2006, Kimco North Trust III, a wholly-owned entity of the Company, completed the issuance of $200.0 million Canadian denominated senior unsecured notes. The notes bear interest at 5.18% and mature on August 16, 2013. The proceeds were used by Kimco North Trust III, to pay down outstanding indebtedness under the existing Canadian credit facility and to fund long-term investments in Canadian real estate.
In connection with the October 31, 2006 Pan Pacific merger transaction, the Company assumed $650.0 million of unsecured notes payable, including $20.0 million of fair value debt premiums. These notes bear interest at fixed rates ranging from 4.70% to 7.95% per annum and have maturity dates ranging from June 29, 2007 to September 1, 2015.
During February 2005, the Company issued $100.0 million of fixed-rate unsecured senior notes under its MTN program. This fixed-rate MTN matures in February 2015 and bears interest at 4.904% per annum. The proceeds from this MTN issuance were primarily used for the repayment of all $20.0 million of the Company’s fixed-rate notes that matured in April 2005, which bore interest at 7.91%, all $10.25 million of the Company’s fixed-rate notes that matured in May 2005, which bore interest at 7.30%, and partial repayment of the Company’s $100.0 million fixed-rate notes which matured in June 2005, and bore interest at 6.73%.
During June 2005, the Company issued $200.0 million of fixed-rate unsecured senior notes under its MTN program. This fixed-rate MTN matures in June 2014 and bears interest at 4.82% per annum. The proceeds from this issuance were primarily used to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility and for general corporate purposes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During November 2005, the Company issued an aggregate $250.0 million of fixed-rate unsecured senior notes under its MTN program. The Company issued a $150.0 million MTN which matures in November 2015 and bears interest at 5.584% per annum and a $100.0 million MTN which matures in February 2011 and bears interest at 5.304% per annum. Proceeds from these MTN issuances were used for general corporate purposes and to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility. A portion of the outstanding balance related to the repayment of the Company’s $50.0 million 7.68% fixed-rate notes, which matured on November 1, 2005 and repayment of the Company’s $20.0 million 6.83% fixed-rate notes, which matured on November 14, 2005.
During April 2005, Kimco North Trust III completed the issuance of $150.0 million Canadian denominated senior unsecured notes. The notes bear interest at 4.45% and mature on April 21, 2010. The Company has provided a full and unconditional guarantee of the notes. The proceeds were used by Kimco North Trust III to pay down outstanding indebtedness under existing credit facilities, to fund long-term investments in Canadian real estate and for general corporate purposes.
As of December 31, 2006, the Company had a total principal amount of $1.3 billion in fixed-rate unsecured senior notes. These fixed-rate notes had maturities ranging from six months to nine years as of December 31, 2006, and bear interest at rates ranging from 4.45% to 7.95%. Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears.
The scheduled maturities of all unsecured notes payable as of December 31, 2006, were approximately as follows (in millions): 2007, $256.9; 2008, $125.7; 2009, $180.0; 2010, $205.1; 2011, $363.4 and thereafter, $1,617.2.
The Company has an $850.0 million unsecured revolving credit facility (the “Credit Facility”), which is scheduled to expire in July 2008. Under the Credit Facility funds may be borrowed for general corporate purposes, including the funding of (i) property acquisitions, (ii) development and redevelopment costs and (iii) any short-term working capital requirements. Interest on borrowings under the Credit Facility accrue at a spread (currently 0.45%) to LIBOR and fluctuates in accordance with changes in the Company’s senior debt ratings. As part of this Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $425.0 million of its requested borrowings to the bank group. This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread to LIBOR of 0.45%. A facility fee of 0.125% per annum is payable quarterly in arrears. In addition, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is (i) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate debt and minimum unencumbered asset and equity levels and (ii) restricted from paying dividends in amounts that exceed 95% of funds from operations, as defined. As of December 31, 2006, there was no outstanding balance under the Credit Facility.
Additionally, the Company has a CAD $250.0 million unsecured revolving credit facility with a group of banks. This facility originally bore interest at the CDOR Rate, as defined, plus 0.50% and is scheduled to expire in March 2008. During January 2006, the facility was amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Company’s $850.0 million U.S. credit facility. Proceeds from this facility are used for general corporate purposes including the funding of Canadian-denominated investments. As of December 31, 2006, there was no outstanding balance under this facility.
The Company also has a three-year MXP 500.0 million unsecured revolving credit facility. This facility bears interest at the TIIE Rate, as defined, plus 1.00% and is scheduled to expire in May 2008. Proceeds from this facility are used to fund peso-denominated investments. As of December 31, 2006, there was no outstanding balance under this facility.
In accordance with the terms of the Indenture, as amended, pursuant to which the Company’s senior unsecured notes have been issued, the Company is (a) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels and (b) restricted from paying dividends in amounts that exceed by more than $26.0 million the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
12.Mortgages Payable:
During 2006, the Company (i) obtained an aggregate of approximately $52.7 million of individual non-recourse mortgage debt on five operating properties, (ii) assumed approximately $253.6 million of individual non-recourse mortgage debt relating to the acquisition of 19 operating properties, including approximately $2.9 million of fair value debt adjustments, (iii) consolidated approximately $27.1 million of non-recourse mortgage debt relating to the purchase of additional ownership interests in various entities, (iv) paid off approximately $61.9 million of individual non-recourse mortgage debt that encumbered 16 operating properties, and (v) assigned approximately $3.9 million of non-recourse mortgage debt relating to the sale of an operating property.
During 2005, the Company (i) obtained an aggregate of approximately $95.6 million of individual non-recourse mortgage debt on 53 operating properties, (ii) assumed approximately $79.7 million of individual non-recourse mortgage debt relating to the acquisition of 11 operating properties, including approximately $6.3 million of fair value debt adjustments, (iii) consolidated approximately $33.2 million of non-recourse mortgage debt relating to the purchase of additional ownership interest in various entities, (iv) assigned approximately $119.8 million of individual non-recourse mortgage debt relating to the transfer of 49 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30%, (v) paid off approximately $66.9 million of individual non-recourse mortgage debt that encumbered 11 operating properties, (vi) deconsolidated approximately $41.4 million of non-recourse mortgage debt relating to the reduction of the Company’s economic interest in a joint venture and (vii) assigned approximately $7.8 million of non-recourse mortgage debt relating to the sale of an operating property.
Mortgages payable, collateralized by certain shopping center properties and related tenants’ leases, are generally due in monthly installments of principal and/or interest which mature at various dates through 2035. Interest rates range from approximately 4.95% to 10.50% (weighted-average interest rate of 7.0% as of December 31, 2006). The scheduled principal payments of all mortgages payable, excluding unamortized fair value debt adjustments of approximately $14.3 million, as of December 31, 2006, were approximately as follows (in millions): 2007, $45.1; 2008, $95.3; 2009, $56.0; 2010, $29.3; 2011, $38.8 and thereafter, $289.1.
13.Construction Loans Payable:
During 2006, the Company obtained construction financing on three ground-up development projects for an aggregate original loan commitment amount of up to $83.8 million, of which approximately $36.0 million was outstanding at December 31, 2006. The Company assigned a $7.2 million construction loan, which bore interest at LIBOR plus 1.75% and was scheduled to mature in November 2006, in connection with the sale of its partnership interest in one project. As of December 31, 2006, the Company had a total of 13 construction loans with total commitments of up to $330.9 million, of which $271.0 million had been funded. These loans had maturities ranging from two to 31 months and variable interest rates ranging from 6.87% to 7.32% at December 31, 2006. These construction loans are collateralized by the respective projects and associated tenants’ leases. The scheduled maturities of all construction loans payable as of December 31, 2006, were approximately as follows (in millions): 2007, $164.3; 2008, $81.5 and 2009, $25.2.
During 2005, the Company obtained a term loan and construction financing on two ground-up development projects for an aggregate original loan commitment amount of up to $50.5 million, of which approximately $22.4 million was outstanding at December 31, 2005. As of December 31, 2005, the Company had a total of 15 construction loans with total commitments of up to $343.5 million, of which $228.5 million had been funded. These loans had maturities ranging from four to 31 months and variable interest rates ranging from 6.04% to 6.64% at December 31, 2005. These construction loans are
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
collateralized by the respective projects and associated tenants’ leases. The scheduled maturities of all construction loans payable as of December 31, 2005, were approximately as follows (in millions): 2006, $87.7; 2007, $86.3 and 2008, $54.5.
14.Minority Interests:
Minority interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or determined that the Company was the primary beneficiary of variable interest entity in accordance with the provisions and guidance of FIN 46(R).
Minority interests includes approximately $233.0 million of units, including premiums of approximately $13.5 million and a fair market value adjustment of approximately $15.1 million (the “Units”), related to interests acquired in seven shopping center properties located throughout Puerto Rico during 2006. The properties were acquired through the issuance of approximately $158.6 million of non-convertible units, approximately $45.8 million of convertible units, the assumption of approximately $131.2 million of non-recourse debt and $116.3 million in cash. The Company is restricted from disposing of these assets, other than through a tax free transaction, until November 2015.
The Units consist of (i) approximately 81.8 million Preferred A Units par value $1.00 per unit, which pay the holder a return of 7.0% per annum on the Preferred A Par Value and are redeemable for cash by the holder at anytime after one year or callable by the Company any time after six months and contain a promote feature based upon an increase in net operating income of the properties capped at a 10.0% increase, (ii) 2,000 Class A Preferred Units, par value $10,000 per unit, which pay the holder a return equal to LIBOR plus 2.0% per annum on the Class A Preferred Par Value and are redeemable for cash by the holder at anytime after November 30, 2010, (iii) 2,627 Class B-1 Preferred Units, par value $10,000 per unit, which pay the holder a return equal to 7.0% per annum on the Class B-1 Preferred Par Value and are redeemable by the holder at anytime after November 30, 2010, for cash or at the Company’s option, shares of the Company’s common stock, equal to the Cash Redemption Amount, as defined, (iv) 5,673 Class B-2 Preferred Units, par value $10,000 per unit, which pay the holder a return equal to 7.0% per annum on the Class B-2 Preferred par value and are redeemable for cash by the holder at anytime after November 30, 2010 and (v) 640,001 Class C DownReit Units, valued at an issuance price of $30.52 per unit which pay the holder a return at a rate equal to the Company’s common stock dividend and are redeemable by the holder at anytime after November 30, 2010, for cash or at the Company’s option, shares of the Company’s common stock equal to the Class C Cash Amount, as defined.
Also included in Minority interests are approximately $41.6 million, including a discount of $0.3 million and a fair market value adjustment of $3.8 million, in redeemable units (the “Redeemable Units”), issued by the Company related to the acquisition of two shopping center properties located in Bay Shore and Centereach, NY during 2006. The properties were acquired through the issuance of $24.2 million of Redeemable Units, which are redeemable at the option of the holder; approximately $14.0 million of fixed rate Redeemable Units and the assumption of approximately $23.4 million of non-recourse debt. The Redeemable Units consist of (i) 13,963 Class A Units, par value $1,000 per unit, which pay the holder a return of 5% per annum of the Class A par value and are redeemable for cash by the holder at anytime after April 3, 2011 or callable by the Company anytime after April 3, 2016, and (ii) 647,758 Class B Units, valued at an issuance price of $37.24 per unit, which pay the holder a return at a rate equal to the Company’s common stock dividend and are redeemable by the holder at anytime after April 3, 2007 for cash or at the option of the Company for Common Stock at a ratio of 1:1, or callable by the Company anytime after April 3, 2026. The Company is restricted from disposing of these assets, other than through a tax free transaction, until April 2016 and April 2026 for the Centereach, NY, and Bay Shore, NY, assets, respectively.
Minority interests also includes 138,015 convertible units issued during 2006, by the Company, which are valued at approximately $5.3 million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in Albany, NY. These units are redeemable at the option of the holder after one year for cash or at the option of the Company for the Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal to the dividend rate of the Company’s common stock. The Company is restricted from disposing of these assets, other than through a tax free transaction, until January 2017.
Minority interests also includes approximately 4.8 million convertible units (the
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
“Convertible Units”) issued by the Company valued at $80.0 million related to an interest acquired in a shopping center property located in Daly City, CA, in 2002. The Convertible Units are convertible at a ratio of 1:1 into Common Stock and are entitled to a distribution equal to the dividend rate of the Company’s common stock multiplied by 1.1057.
15.Fair Value Disclosure of Financial Instruments:
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are reflected. The valuation method used to estimate fair value for fixed-rate debt and minority interests relating to mandatorily redeemable non-controlling interests associated with finite-lived subsidiaries of the Company is based on discounted cash flow analyses. The fair values for marketable securities are based on published or securities dealers’ estimated market values. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in thousands):
| | | | | | | | | | | | | | | | | |
| | | December 31, |
| | | 2006 | | 2005 |
| | | Carrying | | Estimated | | Carrying | | Estimated |
| | | Amounts | | Fair Value | | Amounts | | Fair Value |
| Marketable Securities | | $ | 202,659 | | | $ | 205,471 | | | $ | 206,452 | | | $ | 208,114 | |
| |
| Notes Payable | | $ | 2,748,345 | | | $ | 2,762,751 | | | $ | 2,147,405 | | | $ | 2,172,031 | |
| |
| Mortgages Payable | | $ | 567,917 | | | $ | 581,846 | | | $ | 315,336 | | | $ | 330,897 | |
| Mandatorily Redeemable Minority Interests (termination dates ranging from 2019 – 2027) | | $ | 1,263 | | | $ | 4,436 | | | $ | 1,782 | | | $ | 4,934 | |
16.Financial Instruments — Derivatives and Hedging:
The Company is exposed to the effect of changes in interest rates, foreign currency exchange rate fluctuations and market value fluctuations of equity securities. The Company limits these risks by following established risk management policies and procedures including the use of derivatives.
The principal financial instruments generally used by the Company are interest rate swaps, foreign currency exchange forward contracts, cross currency swaps and equity warrant contracts. The Company, from time to time, hedges the future cash flows of its floating-rate debt instruments to reduce exposure to interest rate risk principally through interest rate swaps with major financial institutions.
During 2006, the Company entered into two interest rate swaps, with notional amounts of $21.5 million and $6.25 million, respectively. The interest rate swaps are designated as cash flow hedges and mature in 2016 and 2009, respectively. The change in fair value of the interest rate swaps representing unrealized losses recorded in OCI, as of December 31, 2006, was approximately $0.1 million.
As of December 31, 2005, the Company had foreign currency forward contracts designated as net investment hedges of its Canadian investments in real estate aggregating approximately CAD $5.2 million. During 2006, the Company settled its remaining CAD forward contracts. In addition, the Company had a cross currency interest rate swap with an aggregate notional amount of approximately MXP 82.4 million (approximately USD $7.6 million) designated as a hedge of its Mexican real estate investments at December 31, 2006 and 2005, respectively.
The Company has designated these foreign currency agreements as net investment hedges of the foreign currency exposure of its net investment in Canadian and Mexican real
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
estate operations. These agreements are highly effective in reducing the exposure to fluctuations in exchange rates. As such, gains and losses on these net investment hedges were reported in the same manner as a translation adjustment in accordance with SFAS No. 52, Foreign Currency Translation. During 2006 and 2005, respectively, $0.2 million and $0.7 million of unrealized losses and $0.3 and $3.2 million of unrealized gains were included in the cumulative translation adjustment relating to the Company’s net investment hedges of its Canadian and Mexican investments.
During 2001, the Company acquired warrants to purchase 2.5 million shares of common stock of a Canadian REIT. The Company designated the warrants as a cash flow hedge of the variability in expected future cash outflows upon purchasing the common stock. The change in fair value of the warrants representing unrealized gains was recorded in OCI. The net unrealized gains, since inception recorded in OCI as of December 31, 2004, were approximately $12.5 million. The Company exercised its warrants in October of 2004. During 2006, the Company sold 0.53 million shares of common stock of the Canadian REIT (2005: 0.2 million) resulting in a reclassification of $2.1 million of OCI balance to earnings as Other income, net (2005: $0.7 million).
The following tables summarize the notional values and fair values of the Company’s derivative financial instruments as of December 31, 2006 and 2005:
| | | | | | | | | | | | | | | | | |
| | | As of December 31, 2006 |
| | | Notional | | | | | | | | | | Fair Value |
| Hedge Type | | Value | | Rate | | Maturity | | (in millions USD) |
| MXP cross currency swap – net investment | | MXP 82.4 million | | | 7.227 | % | | | 10/07 | | | $ | 0.10 | |
| Interest rate swaps – cash flow | | $6.25 million - $21.5 million | | | 6.455% - 6.669 | % | | | 3/09 - 3/16 | | | $ | (0.10 | ) |
| Interest rate caps – marked to market | | $53.8 million - $150 million | | | 6.500 | % | | | 7/09 - 8/08 | | | $ | 0.03 | |
| | | | | | | | | | | | | | | | | |
| | | As of December 31, 2005 |
| | | Notional | | | | | | | | | | Fair Value |
| Hedge Type | | Value | | Rate | | Maturity | | (in millions USD) |
| Foreign currency forwards – net investment | | CAD $5.2 million | | | 1.4013 | % | | | 7/06 | | | | ($0.80 | ) |
| MXP cross currency swap – net investment | | MXP 82.4 million | | | 7.227 | % | | | 10/07 | | | | ($0.20 | ) |
As of December 31, 2006 and 2005, respectively, these derivative instruments were reported at their fair value as other liabilities of ($0.1) million and ($1.0) million and other assets of $0.1 million and $0.0 million. The Company expects to reclassify to earnings less than $1.0 million of the current OCI balance during the next 12 months.
17.Preferred Stock, Common Stock and Convertible Unit Transactions:
During March 2006, the Company completed a primary public stock offering of 10,000,000 shares of the Company’s common stock. The net proceeds from this sale of Common Stock, totaling approximately $405.5 million (after related transaction costs of $2.5 million) were primarily used to repay the outstanding balance under the Company’s U.S. revolving credit facility, partial repayment of the outstanding balance under the Company’s Canadian denominated credit facility and for general corporate purposes.
During March 2006, the shareholders of Atlantic Realty Trust (“Atlantic Realty”) approved the proposed merger with the Company and the closing occurred on March 31, 2006. As consideration for this transaction, the Company issued Atlantic Realty shareholders 1,274,420 shares of Common Stock, excluding 748,510 shares of Common Stock that were to be received by the Company, at a price of $40.41 per share.
On September 25, 2006, Pan Pacific stockholders approved the proposed merger with the Company and the closing occurred on October 31, 2006. Under the terms of the merger
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
agreement, the Company agreed to acquire all of the outstanding shares of Pan Pacific for total merger consideration of $70.00 per share. As permitted under the merger agreement, the Company elected to issue $10.00 per share of the total merger consideration in the form of Common Stock. As such, the Company issued 9,185,847 shares of Common Stock valued at $407.7 million, which was based upon the average closing price of the Common Stock over the ten trading days immediately preceding the closing date.
During 2006, the Company acquired interests in seven shopping center properties located throughout Puerto Rico. The properties were acquired through the issuance of approximately $158.6 million of non-convertible units, approximately $45.8 million of convertible units, approximately $131.2 million of non-recourse debt and $116.3 million in cash.
The convertible units consist of (i) 2,627 Class B-1 Preferred Units, par value $10,000 per unit and 640,001 Class C DownREIT Units, valued at an issuance price of $30.52 per unit. Both the Class B-1 Units and the Class C DownREIT Units are redeemable by the holder at anytime after November 30, 2010 for cash or at the Company’s option, shares of the Company’s common stock.
The number of shares of Common Stock issued upon conversion of the Class B-1 Preferred Units would be equal to the Class B-1 Cash Redemption Amount, as defined, which ranges from $6,000 to $14,000 per Class B-1 Preferred Unit depending on the Common Stock’s Adjusted Current Trading Price, as defined, divided by the average daily market price for the 20 consecutive trading days immediately preceding the redemption date.
Prior to January 1, 2009, the number of shares of Common Stock issued upon conversion of the Class C DownREIT Units would be equal to the Class C Cash Amount which equals the number of Class C DownREIT Units being redeemed, multiplied by the Adjusted Current Trading Price, as defined. After January 1, 2009, if the Adjusted Current Trading Price is greater than $36.62 then the Class C Cash Amount shall be an amount equal to the Adjusted Current Trading Price per Class C DownREIT Unit. If the Adjusted Current Trading Price is greater than $24.41 but less than $36.62, then the Class C Cash Amount shall be an amount equal to $30.51 per Class C DownREIT Unit; or is less than $24.41, then the Class C Cash Amount shall be an amount per Class C DownREIT Unit equal to the Adjusted Current Trading Price Multiplied by 1.25.
During April 2006, the Company acquired interests in two shopping center properties, located in Bay Shore and Centereach, NY, valued at an aggregate $61.6 million. The properties were acquired through the issuance of units from a consolidated subsidiary and consist of approximately $24.2 million of Redeemable Units, which are redeemable at the option of the holder, approximately $14.0 million of fixed rate Redeemable Units and the assumption of approximately $23.4 million of non-recourse mortgage debt. The Company has the option to settle the redemption of the $24.2 million redeemable units with Common Stock, at a ratio of 1:1, or cash.
During June 2006, the Company acquired an interest in an office property, located in Albany, NY, valued at approximately $39.9 million. The property was acquired through the issuance of approximately $5.0 million of redeemable units from a consolidated subsidiary, which are redeemable at the option of the holder after one year, and the assumption of approximately $34.9 million of non-recourse mortgage debt. The Company has the option to settle the redemption with Common Stock, at a ratio of 1:1, or cash.
During June 2003, the Company issued 7,000,000 Depositary Shares (the “Class F Depositary Shares”), each such Class F Depositary Share representing a one-tenth fractional interest of a share of the Company’s 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share (the “Class F Preferred Stock”). Dividends on the Class F Depositary Shares are cumulative and payable quarterly in arrears at the rate of 6.65% per annum based on the $25.00 per share initial offering price, or $1.6625 per annum. The Class F Depositary Shares are redeemable, in whole or part, for cash on or after June 5, 2008, at the option of the Company, at a redemption price of $25.00 per Depositary Share, plus any accrued and unpaid dividends thereon. The Class F Depositary Shares are not convertible or exchangeable for any other property or securities of the Company.
Voting Rights — As to any matter on which the Class F Preferred Stock, (“Preferred Stock”) may vote, including any action by written consent, each share of Preferred
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Stock shall be entitled to 10 votes, each of which 10 votes may be directed separately by the holder thereof. With respect to each share of Preferred Stock, the holder thereof may designate up to 10 proxies, with each such proxy having the right to vote a whole number of votes (totaling 10 votes per share of Preferred Stock). As a result, each Class F Depositary Share is entitled to one vote.
Liquidation Rights — In the event of any liquidation, dissolution or winding up of the affairs of the Company, the Preferred Stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $250.00 per share ($25.00 per Class F Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the Preferred Stock as to liquidation rights.
During October 2002, the Company acquired an interest in a shopping center property located in Daly City, CA, valued at $80.0 million, through the issuance of approximately 4.8 million Convertible Units which are convertible at a ratio of 1:1 into the Company’s common stock. The unit holder has the right to convert the Convertible Units at any time after one year. In addition, the Company has the right to mandatorily require a conversion after ten years. If at the time of conversion the common stock price for the 20 previous trading days is less than $16.785 per share, the unit holder would be entitled to additional shares; however, the maximum number of additional shares is limited to 503,932 based upon a floor Common Stock price of $15.180. The Company has the option to settle the conversion in cash. Dividends on the Convertible Units are paid quarterly at the rate of the Company’s common stock dividend multiplied by 1.1057.
18.Supplemental Schedule of Non-Cash Investing/Financing Activities:
The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2006, 2005 and 2004 (in thousands):
| | | | | | | | | | | | | |
| | | 2006 | | 2005 | | 2004 |
| Acquisition of real estate interests by issuance of Common Stock and/or assumption of debt | | $ | 1,627,058 | | | $ | 73,400 | | | $ | 151,987 | |
| | | | | | | | | | | | | |
| Acquisition of real estate interest by issuance of redeemable units | | $ | 247,475 | | | $ | — | | | $ | 28,349 | |
| | | | | | | | | | | | | |
| Disposition/transfer of real estate interest by assignment of downREIT units | | $ | — | | | $ | 4,236 | | | $ | 24,114 | |
| | | | | | | | | | | | | |
| Acquisition of real estate interests through proceeds held in escrow | | $ | 140,802 | | | $ | — | | | $ | 69,681 | |
| | | | | | | | | | | | | |
| Disposition/transfer of real estate interests by assignment of mortgage debt | | $ | 293,254 | | | $ | 166,108 | | | $ | 320,120 | |
| | | | | | | | | | | | | |
| Proceeds held in escrow through sale of real estate interest | | $ | 39,210 | | | $ | 19,217 | | | $ | 9,688 | |
| | | | | | | | | | | | | |
| Acquisition of real estate through the issuance of an unsecured obligation | | $ | 10,586 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | |
| Notes received upon disposition of real estate interests | | $ | — | | | $ | — | | | $ | 6,277 | |
| | | | | | | | | | | | | |
| Declaration of dividends paid in succeeding period | | $ | 93,222 | | | $ | 78,169 | | | $ | 71,497 | |
| | | | | | | | | | | | | |
| Consolidation of FNC: | | | | | | | | | | | | |
| Increase in real estate and other assets | | $ | — | | | $ | 57,812 | | | $ | — | |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| | | | | | | | | | | | | |
| | | 2006 | | 2005 | | 2004 |
| Increase in mortgage payable and other liabilities | | $ | — | | | $ | 57,812 | | | $ | — | |
| | | | | | | | | | | | | |
| Consolidation of Kimsouth: | | | | | | | | | | | | |
| Increase in real estate and other assets | | $ | 28,377 | | | $ | — | | | $ | — | |
| Increase in mortgage payable and other liabilities | | $ | 28,377 | | | $ | — | | | $ | — | |
19.Transactions with Related Parties:
The Company, along with its joint venture partner, provided KROP short-term interim financing for all acquisitions by KROP for which a mortgage was not in place at the time of closing. All such financing had maturities of less than one year and bore interest at rates ranging from LIBOR plus 2.0% to LIBOR plus 4.0%. As of December 31, 2006 and 2005, KROP had no outstanding short-term interim financing amounts due to GECRE or the Company. The Company earned approximately $61,000 and $24,000 during 2006 and 2005, respectively, related to such interim financing.
During 2006, the Company, along with its joint venture partner, provided Kimco Retail Opportunity Portfolio II (“KROP II”) short-term interim financing for all acquisitions by KROP II for which a mortgage was not in place at the time of closing. All such financing had maturities of less than one year and bore interest at a rate of LIBOR plus 2.0%. At December 31, 2006, KROP II had a total of approximately $22.2 million of outstanding short-term interim financing due to GECRE and the Company, of which the Company’s share is 50%. The Company earned approximately $248,000 during 2006, related to such interim financing.
The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint ventures in which certain stockholders of the Company have economic interests. Such services are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct costs incurred in connection with management of the centers.
In December 2004, in conjunction with the Price Legacy transaction, the Company, which holds a 15% non-controlling interest, provided the acquiring joint venture approximately $30.6 million of secured mezzanine financing. This interest-only loan bore interest at a fixed rate of 7.5% per annum payable monthly in arrears and was scheduled to mature in December 2006. The Company also provided PL Retail a secured short-term promissory note for approximately $8.2 million. This interest only note bore interest at LIBOR plus 4.5% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6.0% and is payable on demand. During 2006, PL Retail fully repaid the Company the mezzanine financing and the promissory note.
Reference is made to Note 7 for additional information regarding transactions with related parties.
20.Commitments and Contingencies:
The Company and its subsidiaries are primarily engaged in the operation of shopping centers which are either owned or held under long-term leases which expire at various dates through 2087. The Company and its subsidiaries, in turn, lease premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants’ sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels comprised approximately 99% of total revenues from rental property for each of the three years ended December 31, 2006, 2005 and 2004.
The future minimum revenues from rental property under the terms of all non-cancellable tenant leases, assuming no new or renegotiated leases are executed for such premises, for future years are approximately as follows (in millions): 2007, $436.5; 2008, $401.7; 2009, $363.5; 2010, $321.3; 2011, $276.5 and thereafter, $1,461.5.
Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Company’s shopping center portfolio for future years are
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
approximately as follows (in millions): 2007, $14.9; 2008, $14.8; 2009, $14.2; 2010, $12.4; 2011, $10.1 and thereafter, $175.8.
During October 2006, the Company completed the Pan Pacific merger, which had a total value of approximately $4.1 billion. Funding for this transaction was provided by approximately $1.3 billion of new individual non-recourse mortgage debt encumbering 51 properties, a $1.2 billion two year credit facility provided by a consortium of banks and guaranteed by the joint venture partners described below and the Company, the issuance of 9,185,847 shares of Common Stock valued at approximately $407.7 million, which was based upon the average closing price of Common Stock over the ten trading days immediately preceding the closing date, the assumption of approximately $630.0 million of unsecured bonds and approximately $289.4 million of existing non-recourse mortgage debt encumbering 23 properties and approximately $300.0 million in cash. With respect to the $1.2 billion guarantee by the Company, PREI, as defined below, guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make. The Company evaluated this guarantee in connection with the provisions of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others and determined that the impact did not have a material effect on the Company’s financial position or results of operations.
Immediately following the merger, the Company commenced its joint venture agreements with Prudential Real Estate Investors (“PREI”) through three separate accounts managed by PREI. In accordance with the joint venture agreements, all Pan Pacific assets and the respective non-recourse mortgage debt and the $1.2 billion credit facility mentioned above were transferred to the separate accounts. PREI contributed approximately $1.1 billion on behalf of institutional investors in three of its portfolios. The Company holds 15% non-controlling ownership interests in each of these joint ventures, collectively KimPru, with a total aggregate investment of approximately $194.8 million, and will account for these investments under the equity method of accounting. In addition, the Company will manage the portfolios and earn acquisition fees, leasing commissions, property management fees and construction management fees.
During 2006, an entity in which the Company has a preferred equity investment, located in Montreal, Canada, obtained a non-recourse construction loan, which is collateralized by the respective land and project improvements. Additionally, the Company has provided a guaranty to the lender and the developer partner has provided an indemnity to the Company for 25% of all debt. As of December 31, 2006, there was CAD $40.0 million (approximately USD $35.8 million) outstanding on this construction loan.
Additionally, during 2006, KROP obtained a one-year $15.0 million unsecured term loan, which bears interest at LIBOR plus 0.5%. This loan is guaranteed by the Company and GECRE has guaranteed reimbursement to the Company of 80% of any guaranty payment the Company is obligated to make.
The Company has issued letters of credit in connection with completion and repayment guarantees for construction loans encumbering certain of the Company’s ground-up development projects and guaranty of payment related to the Company’s insurance program. These letters of credit aggregate approximately $34.9 million.
In connection with the construction of its development projects and related infrastructure, certain public agencies require performance and surety bonds be posted to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2006, there were approximately $92.5 million bonds outstanding.
Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD $7.0 million (approximately USD $6.0 million) letter of credit facility. This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $3.9 million (approximately USD $3.4 million) outstanding as of December 31, 2006, relating to various development projects.
During 2005, a joint venture entity in which the Company has a non-controlling interest
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
obtained a CAD $22.5 million (approximately USD $19.3 million) credit facility to finance the construction of a 0.1 million square foot shopping center located in Kamloops, B.C. This facility bears interest at the Canadian Prime Rate plus 0.5% per annum and is scheduled to mature in May 2007. The Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million (approximately USD $6.4 million) related to this facility. As of December 31, 2006, there was CAD $21.0 million (approximately USD $18.0 million) outstanding on this facility.
Additionally, during 2005, the Company acquired three operating properties and one land parcel, through joint ventures in which the Company holds 50% non-controlling interests. Subsequent to these acquisitions, the joint ventures obtained four one year term loans aggregating $20.4 million with interest rates ranging from LIBOR plus 0.50% to LIBOR plus 0.55%. During 2006, these term loans were extended for an additional year. These loans are jointly and severally guaranteed by the Company and the joint venture partner.
During 2005, PL Retail entered into a $39.5 million unsecured revolving credit facility, which bears interest at LIBOR plus 0.675% and was scheduled to mature in February 2007. During 2007, the loan was extended to February 2008 at a reduced rate of LIBOR plus 0.45%. This facility is guaranteed by the Company and the joint venture partner has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make. As of December 31, 2006, there was $39.5 million outstanding under this facility.
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.
21.Incentive Plans:
The Company maintains a stock option plan (the “Plan”) pursuant to which a maximum of 42,000,000 shares of the Company’s common stock may be issued for qualified and non-qualified options. Options granted under the Plan generally vest ratably over a three or five-year term, expire ten years from the date of grant and are exercisable at the market price on the date of grant, unless otherwise determined by the Board at its sole discretion. In addition, the Plan provides for the granting of certain options to each of the 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.
During December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”), which is a revision of Statement 123. SFAS No. 123(R) supersedes Opinion 25. Generally, the approach in SFAS No. 123(R) is similar to the approach described in Statement 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Pro-forma disclosure is no longer an alternative under SFAS No. 123(R). SFAS No. 123(R) is effective for fiscal years beginning after December 31, 2005. The Company began expensing stock based employee compensation with its adoption of the prospective method provisions of SFAS No. 148, effective January 1, 2003, as a result, the adoption of SFAS No. 123(R) did not have a material impact on the Company’s financial position or results of operations.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing formula. The more significant assumptions underlying the determination of such fair values for options granted during 2006, 2005 and 2004 were as follows:
| | | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2006 | | 2005 | | 2004 |
| Weighted average fair value of options granted | | $ | 5.55 | | | $ | 3.21 | | | $ | 2.14 | |
| |
| Weighted average risk-free interest rates | | | 4.72 | % | | | 4.03 | % | | | 3.30 | % |
| |
| Weighted average expected option lives (in years) | | | 6.50 | | | | 4.80 | | | | 3.72 | |
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| | | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2006 | | 2005 | | 2004 |
| Weighted average expected volatility | | | 17.70 | % | | | 18.01 | % | | | 16.69 | % |
| Weighted average expected dividend yield | | | 4.39 | % | | | 5.30 | % | | | 5.59 | % |
Information with respect to stock options under the Plan for the years ended December 31, 2006, 2005 and 2004, is as follows:
| | | | | | | | | |
| | | | | | | Weighted-Average |
| | | | | | | Exercise Price |
| | | Shares | | Per Share |
| Options outstanding, January 1, 2004 | | | 15,111,610 | | | $ | 15.62 | |
| Exercised | | | (3,379,748 | ) | | $ | 13.63 | |
| Granted | | | 3,887,500 | | | $ | 27.72 | |
| Forfeited | | | (379,790 | ) | | $ | 19.25 | |
| | | | | | | | | |
| Options outstanding, December 31, 2004 | | | 15,239,572 | | | $ | 19.06 | |
| Exercised | | | (2,963,910 | ) | | $ | 14.23 | |
| Granted | | | 2,515,200 | | | $ | 31.15 | |
| Forfeited | | | (239,566 | ) | | $ | 23.59 | |
| | | | | | | | | |
| Options outstanding, December 31, 2005 | | | 14,551,296 | | | $ | 22.06 | |
| Exercised | | | (2,196,947 | ) | | $ | 17.80 | |
| Granted | | | 2,805,650 | | | $ | 39.91 | |
| Forfeited | | | (366,406 | ) | | $ | 28.13 | |
| | | | | | | | | |
| Options outstanding, December 31, 2006 | | | 14,793,593 | | | $ | 25.93 | |
| | | | | | | | | |
| | | | | | | | | |
| Options exercisable - | | | | | | | | |
| December 31, 2004 | | | 8,135,762 | | | $ | 14.95 | |
| | | | | | | | | |
| December 31, 2005 | | | 8,167,681 | | | $ | 17.63 | |
| | | | | | | | | |
| December 31, 2006 | | | 8,826,881 | | | $ | 20.37 | |
| | | | | | | | | |
The exercise prices for options outstanding as of December 31, 2006, range from $9.46 to $46.88 per share. The weighted-average remaining contractual life for options outstanding as of December 31, 2006, was approximately 7.3 years. Options to purchase 5,969,396, 3,817,066, and 6,332,266 shares of the Company’s common stock were available for issuance under the Plan at December 31, 2006, 2005 and 2004, respectively.
Cash received from options exercised under the Plan was approximately $39.1 million, $42.2 million and $46.1 million for the years ended December 31, 2006, 2005, and 2004, respectively. The total intrinsic value of options exercised during 2006, 2005 and 2004 was approximately $42.2 million, $46.2 million, and $36.2 million, respectively.
The Company recognized stock options expense of $10.2 million, $4.6 million and $1.7 million for the years ended December 31, 2006, 2005, and 2004, respectively. As of December 31, 2006, the Company had $25.6 million of total unrecognized compensation cost related to unvested stock compensation granted under the Company’s Plan. That cost is expected to be recognized over a weighted average period of approximately 2.7 years.
The Company maintains a 401(k) retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation (capped at $170,000), is fully vested and funded as of December 31, 2006. The Company contributions to the plan were approximately $1.3 million, $1.1 million and $1.0 million for the years ended December 31, 2006, 2005 and 2004, respectively.
22.Income Taxes:
The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
subject to corporate federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes.
Reconciliation between GAAP Net Income and Federal Taxable Income:
The following table reconciles GAAP net income to taxable income for the years ended December 31, 2006, 2005 and 2004 (in thousands):
| | | | | | | | | | | | | |
| | | 2006 | | | 2005 | | | 2004 | |
| | | (Estimates) | | | (Actual) | | | (Actual) | |
| GAAP net income | | $ | 427,000 | | | $ | 363,628 | | | $ | 297,137 | |
| Less: GAAP net income of taxable REIT subsidiaries | | | (33,795 | ) | | | (21,666 | ) | | | (19,396 | ) |
| | | | | | | | | | |
| GAAP net income from REIT operations (a) | | | 393,205 | | | | 341,962 | | | | 277,741 | |
| Net book depreciation in excess of tax depreciation | | | 22,563 | | | | 9,865 | | | | 4,716 | |
| Deferred/prepaid/above and below market rents, net | | | (15,438 | ) | | | (7,398 | ) | | | (7,200 | ) |
| | | | | | | | | | | | | |
| Exercise of non-qualified stock options | | | (21,994 | ) | | | (29,144 | ) | | | (28,022 | ) |
| | | | | | | | | | | | | |
| Book/tax differences from investments in real estate joint ventures | | | (8,586 | ) | | | (19,048 | ) | | | (6,350 | ) |
| | | | | | | | | | | | | |
| Book/tax difference on sale of property | | | (50,164 | ) | | | (14,181 | ) | | | (18,799 | ) |
| | | | | | | | | | | | | |
| Valuation adjustment of foreign currency contracts | | | 142 | | | | 2,537 | | | | (21,697 | ) |
| | | | | | | | | | | | | |
| Book adjustment of property carrying values | | | 650 | | | | — | | | | 7,116 | |
| Other book/tax differences, net | | | (11,586 | ) | | | 6,773 | | | | 8,419 | |
| | | | | | | | | | |
| Adjusted taxable income subject to 90% dividend requirements | | $ | 308,792 | | | $ | 291,366 | | | $ | 215,924 | |
| | | | | | | | | | |
Certain amounts in the prior periods have been reclassified to conform to the current year presentation.
(a) — All adjustments to “GAAP net income from REIT operations” are net of amounts attributable to minority interest and taxable REIT subsidiaries.
Reconciliation between Cash Dividends Paid and Dividends Paid Deductions (in thousands):
For the years ended December 31, 2006 and 2004 cash dividends paid exceeded the dividends paid deduction and amounted to $333,111 and $265,254, respectively. For the year ended December 31, 2005, cash dividends paid were equal to the dividend paid deduction and amounted to $293,345.
Characterization of Distributions:
The following characterizes distributions paid for the years ended December 31, 2006, 2005 and 2004, (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2006 | | | | | | | 2005 | | | | | | | 2004 | | | | | |
| Preferred Dividends | | | | | | | | | | | | | | | | | | | | | | | | |
| Ordinary income | | $ | 8,200 | | | | 70 | % | | $ | 10,009 | | | | 86 | % | | $ | 11,638 | | | | 100 | % |
| Capital gain | | | 3,438 | | | | 30 | % | | | 1,629 | | | | 14 | % | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | |
| | | $ | 11,638 | | | | 100 | % | | $ | 11,638 | | | | 100 | % | | $ | 11,638 | | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | |
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2006 | | | | | | | 2005 | | | | | | | 2004 | | | | | |
| Common Dividends | | | | | | | | | | | | | | | | | | | | | | | | |
| Ordinary income | | $ | 211,803 | | | | 66 | % | | $ | 242,268 | | | | 86 | % | | $ | 210,501 | | | | 83 | % |
| Capital gain | | | 89,856 | | | | 28 | % | | | 39,439 | | | | 14 | % | | | — | | | | — | |
| Return of capital | | | 19,255 | | | | 6 | % | | | — | | | | — | | | | 43,115 | | | | 17 | % |
| | | | | | | | | | | | | | | | | | | |
| | | $ | 320,914 | | | | 100 | % | | $ | 281,707 | | | | 100 | % | | $ | 253,616 | | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total dividends distributed | | $ | 332,552 | | | | | | | $ | 293,345 | | | | | | | $ | 265,254 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Taxable REIT Subsidiaries (“TRS”):
The Company is subject to federal, state and local income taxes on the income from its TRS activities, which include Kimco Realty Services (“KRS”), a wholly owned subsidiary of the Company and the consolidated entities of FNC, Kimsouth and Blue Ridge Real Estate Company/Big Boulder Corporation.
Income taxes have been provided for on the asset and liability method as required by SFAS No. 109, Accounting for Income Taxes. Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of the TRS assets and liabilities.
The Company’s taxable income for book purposes and provision for income taxes relating to the Company’s TRS and taxable entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2006, 2005 and 2004, are summarized as follows (in thousands):
| | | | | | | | | | | | | |
| | | 2006 | | | 2005 | | | 2004 | |
| Income before income taxes | | $ | 54,522 | | | $ | 32,920 | | | $ | 27,716 | |
| | | | | | | | | | |
| Less provision for income taxes: | | | | | | | | | | | | |
| Federal | | | 17,581 | | | | 9,446 | | | | 6,939 | |
| State and local | | | 3,146 | | | | 1,808 | | | | 1,381 | |
| | | | | | | | | | |
| Total tax provision | | | 20,727 | | | | 11,254 | | | | 8,320 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| GAAP net income from taxable REIT subsidiaries | | $ | 33,795 | | | $ | 21,666 | | | $ | 19,396 | |
| | | | | | | | | | |
The Company’s deferred tax assets and liabilities at December 31, 2006 and 2005, were as follows (in millions):
| | | | | | | | | |
| | | 2006 | | | 2005 | |
| Deferred tax assets: | | | | | | | | |
| Operating losses | | $ | 97.3 | | | $ | 59.4 | |
| Other | | | 17.3 | | | | 16.3 | |
| Valuation allowance | | | (68.0 | ) | | | (33.8 | ) |
| | | | | | | |
| Total deferred tax assets | | | 46.6 | | | | 41.9 | |
| |
| Deferred tax liabilities | | | (8.6 | ) | | | (12.8 | ) |
| | | | | | | |
| | | | | | | | | |
| Net deferred tax assets | | $ | 38.0 | | | $ | 29.1 | |
| | | | | | | |
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, 2006 and 2005. Operating losses and the valuation allowance are due to the Company’s consolidation of FNC and Kimsouth for accounting and reporting purposes. At December 31, 2006, FNC had approximately $138.4 million of net operating loss carry forwards that expire from 2022 through 2025, with a tax value of approximately $54.0 million. A valuation allowance of $33.8 million has been established for a portion of these deferred tax assets. At December 31, 2006, Kimsouth had approximately $111.1 million of net operating loss carrying forwards that expire from 2021 to 2023, with a tax value of approximately $43.3 million. A valuation allowance for $34.2 million has been established for a portion of these deferred tax assets. Other deferred tax assets and deferred tax liabilities relate primarily to differences in the timing of the recognition of income/(loss) between the GAAP and tax basis of accounting for (i) real estate joint ventures, (ii) other real estate investments and (iii) other deductible temporary differences. The Company believes that, based on its operating strategy and consistent history of profitability, it is more likely than not that the net deferred tax assets of $38.0 million will be realized on future tax
117
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
returns, primarily from the generation of future taxable income.
The income tax provision differs from the amount computed by applying the statutory federal income tax rate to taxable income before income taxes as follows (in thousands):
| | | | | | | | | | | | | |
| | | 2006 | | | 2005 | | | 2004 | |
| Federal provision at statutory tax rate (35%) | | $ | 19,083 | | | $ | 11,522 | | | $ | 9,700 | |
| | | | | | | | | | | | | |
| State and local taxes, net of federal benefit | | | 3,544 | | | | 2,140 | | | | 1,801 | |
| Other | | | (1,900 | ) | | | (2,408 | ) | | | (3,181 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | $ | 20,727 | | | $ | 11,254 | | | $ | 8,320 | |
| | | | | | | | | | |
23.Supplemental Financial Information:
The following represents the results of operations, expressed in thousands except per share amounts, for each quarter during the years 2006 and 2005:
| | | | | | | | | | | | | | | | | |
| | | 2006 (Unaudited) | |
| | | Mar. 31 | | | June 30 | | | Sept. 30 | | | Dec. 31 | |
| Revenues from rental property (1) | | $ | 138,107 | | | $ | 147,847 | | | $ | 150,673 | | | $ | 157,253 | |
| | | | | | | | | | | | | | | | | |
| Net income | | $ | 96,195 | | | $ | 108,738 | | | $ | 91,427 | | | $ | 131,899 | |
| | | | | | | | | | | | | | | | | |
| Net income per common share: | | | | | | | | | | | | | | | | |
| Basic | | $ | .41 | | | $ | .44 | | | $ | .37 | | | $ | .52 | |
| Diluted | | $ | .40 | | | $ | .43 | | | $ | .36 | | | $ | .51 | |
| | | | | | | | | | | | | | | | | |
| | | 2005 (Unaudited) | |
| | | Mar. 31 | | | June 30 | | | Sept. 30 | | | Dec. 31 | |
| Revenues from rental property (1) | | $ | 124,916 | | | $ | 122,443 | | | $ | 125,803 | | | $ | 132,396 | |
| | | | | | | | | | | | | | | | | |
| Net income | | $ | 86,780 | | | $ | 83,837 | | | $ | 85,343 | | | $ | 107,668 | |
| | | | | | | | | | | | | | | | | |
| Net income per common share: | | | | | | | | | | | | | | | | |
| Basic | | $ | .37 | | | $ | .36 | | | $ | .36 | | | $ | .46 | |
| Diluted | | $ | .37 | | | $ | .35 | | | $ | .36 | | | $ | .44 | |
| | |
| (1) | | All periods have been adjusted to reflect the impact of operating properties sold during 2006 and 2005 and properties classified as held for sale as of December 31, 2006, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Income. |
Accounts and notes receivable in the accompanying Consolidated Balance Sheets net of estimated unrecoverable amounts, were approximately $8.5 million at December 31, 2006 and 2005.
24.Pro Forma Financial Information (Unaudited):
As discussed in Notes 3, 4 and 5, the Company and certain of its subsidiaries acquired and disposed of interests in certain operating properties during 2006. 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, 2006 and 2005, adjusted to give effect to these transactions at the beginning of each year.
The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of each year, nor does it purport to represent the results of operations for future periods. (Amounts presented in millions, except per share figures.)
118
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| | | | | | | | | |
| | | Year ended December 31, | |
| | | 2006 | | | 2005 | |
| Revenues from rental property | | $ | 630.5 | | | $ | 601.0 | |
| Net income | | $ | 316.1 | | | $ | 247.6 | |
| | | | | | | | | |
| Net income per common share: | | | | | | | | |
| Basic | | $ | 1.27 | | | $ | 1.04 | |
| | | | | | | |
| Diluted | | $ | 1.24 | | | $ | 1.02 | |
| | | | | | | |
119
KIMCO REALTY CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For Years Ended December 31, 2006, 2005 and 2004
(in thousands)
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Adjustments | | | | | | | | |
| | | Balance at | | | Charged | | | to | | | | | | | | |
| | | beginning of | | | to | | | valuation | | | | | | | Balance at end | |
| | | period | | | expenses | | | accounts | | | Deductions | | | of period | |
| | | |
| Year Ended December 31, 2006 Allowance for uncollectable accounts | | $ | 8,500 | | | $ | 715 | | | $ | — | | | | ($715 | ) | | $ | 8,500 | |
| Allowance for deferred tax asset | | $ | 33,783 | | | $ | — | | | $ | 34,235 | | | $ | — | | | $ | 68,018 | |
| | | |
| | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2005 Allowance for uncollectable accounts | | $ | 8,650 | | | $ | 1,296 | | | $ | — | | | | ($1,446 | ) | | $ | 8,500 | |
| | | | | | | | | | | | | | | | | | | | | |
| Allowance for deferred tax asset | | $ | — | | | $ | — | | | $ | 33,783 | | | $ | — | | | $ | 33,783 | |
| | | |
| Year Ended December 31, 2004 Allowance for uncollectable accounts | | $ | 9,650 | | | $ | 1,335 | | | $ | — | | | | ($2,335 | ) | | $ | 8,650 | |
| | | |
120
KIMCO REALTY CORPORATION AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2006
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | INITIAL COST | | | | | | | | | | | | | | | | | | | | | | | TOTAL COST, | | | | | | | DATE OF | |
| | | | | | | BUILDING AND | | | SUBSEQUENT | | | | | | | BUILDINGS AND | | | | | | | ACCUMULATED | | | NET OF ACCUMULATED | | | | | | | CONSTRUCTION(C) | |
| PROPERTIES | | LAND | | | IMPROVEMENT | | | TO ACQUISITION | | | LAND | | | IMPROVEMENTS | | | TOTAL | | | DEPRECIATION | | | DEPRECIATION | | | ENCUMBRANCES | | | ACQUISITION(A) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KDI-GLENN SQUARE | | | 3,306,779 | | | | — | | | | 14,117,647 | | | | 3,306,779 | | | | 14,117,647 | | | | 17,424,426 | | | | — | | | | 17,424,426 | | | | — | | | | 2006 | (C) |
| HOOVER | | | 279,106 | | | | 7,735,873 | | | | — | | | | 279,106 | | | | 7,735,873 | | | | 8,014,979 | | | | 1,388,649 | | | | 6,626,330 | | | | — | | | | 1999 | (A) |
| KDI-MAIN STREET AT ANTHEM | | | 7,305,430 | | | | — | | | | (7,342,975 | ) | | | — | | | | (37,545 | ) | | | (37,545 | ) | | | — | | | | (37,545 | ) | | | — | | | | 2004 | (C) |
| KDI-CHANDLER AUTO MALLS | | | 9,318,595 | | | | — | | | | (1,353,674 | ) | | | 7,313,506 | | | | 651,415 | | | | 7,964,921 | | | | — | | | | 7,964,921 | | | | — | | | | 2004 | (C) |
| KDI-GILBERT, AZ | | | 13,484,719 | | | | — | | | | 931,862 | | | | 13,484,719 | | | | 931,862 | | | | 14,416,581 | | | | — | | | | 14,416,581 | | | | — | | | | 2006 | (C) |
| KIMCO MESA 679, INC. AZ | | | 2,915,000 | | | | 11,686,291 | | | | 1,648,831 | | | | 2,915,000 | | | | 13,335,122 | | | | 16,250,122 | | | | 2,916,226 | | | | 13,333,897 | | | | — | | | | 1998 | (A) |
| MESA RIVERVIEW | | | 750,000 | | | | — | | | | 71,361,393 | | | | 750,000 | | | | 70,611,393 | | | | 71,361,393 | | | | — | | | | 71,361,393 | | | | — | | | | 2005 | (C) |
| MESA RIVERVIEW (AUTO OFFICE) | | | 14,250,000 | | | | — | | | | 10,147,324 | | | | 6,896,360 | | | | 3,250,964 | | | | 10,147,324 | | | | — | | | | 10,147,324 | | | | — | | | | 2005 | (C) |
| KDI-ANA MARIANA POWER CENTER | | | 30,043,645 | | | | — | | | | 457,016 | | | | 30,043,645 | | | | 457,016 | | | | 30,500,661 | | | | — | | | | 30,500,661 | | | | — | | | | 2006 | (C) |
| METRO SQUARE | | | 4,101,017 | | | | 16,410,632 | | | | 731,478 | | | | 4,101,017 | | | | 17,142,110 | | | | 21,243,127 | | | | 4,490,123 | | | | 16,753,004 | | | | — | | | | 1998 | (A) |
| PEORIA CROSSING | | | 7,212,588 | | | | — | | | | (598,039 | ) | | | 161,583 | | | | 1,320,131 | | | | 1,481,714 | | | | — | | | | 1,481,714 | | | | — | | | | 2000 | (C) |
| HAYDEN PLAZA NORTH | | | 2,015,726 | | | | 4,126,509 | | | | 5,442,501 | | | | 2,015,726 | | | | 9,569,010 | | | | 11,584,736 | | | | 1,680,898 | | | | 9,903,838 | | | | — | | | | 1998 | (A) |
| PHOENIX, COSTCO | | | 5,324,501 | | | | 21,269,943 | | | | 411,556 | | | | 5,324,501 | | | | 21,681,499 | | | | 27,006,000 | | | | 4,664,949 | | | | 22,341,051 | | | | — | | | | 1998 | (A) |
| PHOENIX | | | 2,450,341 | | | | 9,802,046 | | | | 626,141 | | | | 2,450,341 | | | | 10,428,187 | | | | 12,878,528 | | | | 2,504,979 | | | | 10,373,549 | | | | — | | | | 1997 | (A) |
| KDI-ASANTE RETAIL CENTER | | | 8,702,635 | | | | — | | | | 7,379,113 | | | | 15,178,232 | | | | 903,516 | | | | 16,081,748 | | | | — | | | | 16,081,748 | | | | 11,112,252 | | | | 2004 | (C) |
| ALHAMBRA, COSTCO | | | 4,995,639 | | | | 19,982,557 | | | | 23,838 | | | | 4,995,639 | | | | 20,006,395 | | | | 25,002,034 | | | | 4,417,658 | | | | 20,584,376 | | | | — | | | | 1998 | (A) |
| MADISON PLAZA | | | 5,874,396 | | | | 23,476,190 | | | | 121,916 | | | | 5,874,396 | | | | 23,598,106 | | | | 29,472,502 | | | | 5,194,196 | | | | 24,278,306 | | | | — | | | | 1998 | (A) |
| CHULA VISTA, COSTCO | | | 6,460,743 | | | | 25,863,153 | | | | 11,674,917 | | | | 6,460,743 | | | | 37,538,070 | | | | 43,998,813 | | | | 6,153,451 | | | | 37,845,362 | | | | — | | | | 1998 | (A) |
| CORONA HILLS, COSTCO | | | 13,360,965 | | | | 53,373,453 | | | | 938,162 | | | | 13,360,965 | | | | 54,311,615 | | | | 67,672,580 | | | | 11,973,725 | | | | 55,698,855 | | | | — | | | | 1998 | (A) |
| EAST AVENUE MARKET PLACE | | | 1,360,457 | | | | 3,055,127 | | | | — | | | | 1,360,457 | | | | 3,266,687 | | | | 4,627,144 | | | | 847,286 | | | | 3,779,859 | | | | 2,239,861 | | | | 2006 | (A) |
| LABAND VILLAGE SC | | | 5,600,000 | | | | 11,709,367 | | | | 52,368 | | | | 5,600,000 | | | | 13,554,533 | | | | 19,154,533 | | | | 791,416 | | | | 18,363,117 | | | | 9,421,689 | | | | 2005 | (A) |
| CUPERTINO VILLAGE | | | 19,886,099 | | | | 46,534,919 | | | | — | | | | 19,886,099 | | | | 50,777,287 | | | | 70,663,386 | | | | 4,307,483 | | | | 66,355,903 | | | | 37,673,530 | | | | 2006 | (A) |
| ELK GROVE VILLAGE | | | 1,770,000 | | | | 7,470,136 | | | | — | | | | 1,770,000 | | | | 8,037,998 | | | | 9,807,997 | | | | 1,843,427 | | | | 7,964,570 | | | | 2,360,180 | | | | 2006 | (A) |
| WATERMAN PLAZA | | | 784,851 | | | | 1,762,508 | | | | — | | | | 784,851 | | | | 1,884,558 | | | | 2,669,409 | | | | 958,332 | | | | 1,711,076 | | | | 1,610,823 | | | | 2006 | (A) |
| GOLD COUNTRY CENTER | | | 3,272,211 | | | | 7,348,280 | | | | — | | | | 3,272,211 | | | | 7,857,130 | | | | 11,129,341 | | | | 310,640 | | | | 10,818,702 | | | | — | | | | 2006 | (A) |
| LA MIRADA THEATRE CENTER | | | 8,816,741 | | | | 35,259,965 | | | | (7,645,005 | ) | | | 6,888,679 | | | | 29,543,022 | | | | 36,431,701 | | | | 6,121,139 | | | | 30,310,562 | | | | — | | | | 1998 | (A) |
| YOSEMITE NORTH SHOPPING CTR | | | 2,120,247 | | | | 4,761,355 | | | | — | | | | 2,120,247 | | | | 5,099,371 | | | | 7,219,617 | | | | 688,342 | | | | 6,531,275 | | | | — | | | | 2006 | (A) |
| RALEY’S UNION SQUARE | | | 1,185,909 | | | | 2,663,149 | | | | — | | | | 1,185,909 | | | | 2,847,566 | | | | 4,033,476 | | | | 502,090 | | | | 3,531,386 | | | | — | | | | 2006 | (A) |
| SOUTH NAPA MARKET PLACE | | | 1,100,000 | | | | 22,159,086 | | | | — | | | | 1,100,000 | | | | 28,912,086 | | | | 30,012,086 | | | | 1,496,202 | | | | 28,515,883 | | | | — | | | | 2006 | (A) |
| PLAZA DI NORTHRIDGE | | | 12,900,000 | | | | 40,574,842 | | | | 58,946 | | | | 12,900,000 | | | | 47,138,712 | | | | 60,038,712 | | | | 2,913,446 | | | | 57,125,266 | | | | 30,312,269 | | | | 2005 | (A) |
| POWAY CITY CENTRE | | | 5,854,585 | | | | 13,792,470 | | | | 5,848,839 | | | | 7,247,814 | | | | 19,794,075 | | | | 27,041,889 | | | | 1,248,919 | | | | 25,792,969 | | | | — | | | | 2005 | (A) |
| NORTH POINT PLAZA | | | 1,299,733 | | | | 2,918,760 | | | | — | | | | 1,299,733 | | | | 3,125,967 | | | | 4,425,700 | | | | 812,012 | | | | 3,613,689 | | | | — | | | | 2006 | (A) |
| RED BLUFF SHOPPING CTR | | | 1,410,936 | | | | 3,168,485 | | | | — | | | | 1,410,936 | | | | 3,393,421 | | | | 4,804,358 | | | | 599,204 | | | | 4,205,153 | | | | — | | | | 2006 | (A) |
| TYLER STREET | | | 3,039,565 | | | | 7,098,219 | | | | — | | | | 3,039,565 | | | | 7,746,660 | | | | 10,786,226 | | | | 353,766 | | | | 10,432,460 | | | | — | | | | 2006 | (A) |
| THE CENTRE | | | 3,403,724 | | | | 13,625,899 | | | | 229,311 | | | | 3,403,724 | | | | 14,487,961 | | | | 17,891,685 | | | | 2,518,036 | | | | 15,373,649 | | | | 7,188,887 | | | | 1999 | (A) |
| SANTA ANA, HOME DEPOT | | | 4,592,364 | | | | 18,345,257 | | | | — | | | | 4,592,364 | | | | 18,345,257 | | | | 22,937,621 | | | | 4,031,904 | | | | 18,905,717 | | | | — | | | | 1998 | (A) |
| FULTON MARKET PLACE | | | 2,966,018 | | | | 6,920,710 | | | | 13,991 | | | | 2,966,018 | | | | 6,934,701 | | | | 9,900,719 | | | | 471,956 | | | | 9,428,763 | | | | — | | | | 2005 | (A) |
| MARIGOLD SC | | | 15,300,000 | | | | 25,563,978 | | | | 69,179 | | | | 15,300,000 | | | | 29,374,319 | | | | 44,674,319 | | | | 2,315,579 | | | | 42,358,740 | | | | 18,863,389 | | | | 2005 | (A) |
| TRUCKEE CROSSROADS | | | 2,140,000 | | | | 8,255,753 | | | | — | | | | 2,140,000 | | | | 8,614,953 | | | | 10,754,953 | | | | 1,454,887 | | | | 9,300,067 | | | | 4,303,662 | | | | 2006 | (A) |
| WESTLAKE SHOPPING CENTER | | | 16,174,307 | | | | 64,818,562 | | | | 53,540,787 | | | | 16,174,307 | | | | 118,359,350 | | | | 134,533,656 | | | | 7,042,158 | | | | 127,491,498 | | | | — | | | | 2002 | (A) |
| VILLAGE ON THE PARK | | | 2,194,463 | | | | 8,885,987 | | | | 4,831,125 | | | | 2,194,463 | | | | 13,717,112 | | | | 15,911,575 | | | | 2,149,714 | | | | 13,761,861 | | | | — | | | | 1998 | (A) |
| AURORA QUINCY | | | 1,148,317 | | | | 4,608,249 | | | | 212,313 | | | | 1,148,317 | | | | 4,820,562 | | | | 5,968,879 | | | | 1,081,782 | | | | 4,887,097 | | | | — | | | | 1998 | (A) |
| AURORA EAST BANK | | | 1,500,568 | | | | 6,180,103 | | | | 160,719 | | | | 1,500,568 | | | | 6,340,822 | | | | 7,841,390 | | | | 1,440,236 | | | | 6,401,154 | | | | — | | | | 1998 | (A) |
| SPRING CREEK COLORADO | | | 1,423,260 | | | | 5,718,813 | | | | 26,244 | | | | 1,423,260 | | | | 5,745,057 | | | | 7,168,317 | | | | 1,323,412 | | | | 5,844,906 | | | | — | | | | 1998 | (A) |
| DENVER WEST 38TH STREET | | | 161,167 | | | | 646,983 | | | | — | | | | 161,167 | | | | 646,983 | | | | 808,150 | | | | 147,900 | | | | 660,250 | | | | — | | | | 1998 | (A) |
| ENGLEWOOD PHAR MOR | | | 805,837 | | | | 3,232,650 | | | | 137,553 | | | | 805,837 | | | | 3,370,203 | | | | 4,176,040 | | | | 749,509 | | | | 3,426,532 | | | | — | | | | 1998 | (A) |
| FORT COLLINS | | | 1,253,497 | | | | 7,625,278 | | | | 92,777 | | | | 1,253,497 | | | | 7,718,055 | | | | 8,971,552 | | | | 1,336,053 | | | | 7,635,498 | | | | 2,686,974 | | | | 2000 | (A) |
| HERITAGE WEST | | | 1,526,576 | | | | 6,124,074 | | | | 141,245 | | | | 1,526,576 | | | | 6,265,319 | | | | 7,791,895 | | | | 1,418,552 | | | | 6,373,343 | | | | — | | | | 1998 | (A) |
| WEST FARM SHOPPING CENTER | | | 5,805,969 | | | | 23,348,024 | | | | 415,114 | | | | 5,805,969 | | | | 23,763,138 | | | | 29,569,107 | | | | 5,097,758 | | | | 24,471,349 | | | | — | | | | 1998 | (A) |
| FARMINGTON PLAZA | | | 433,713 | | | | 1,211,800 | | | | 1,585,527 | | | | 433,713 | | | | 2,797,327 | | | | 3,231,040 | | | | 37,522 | | | | 3,193,518 | | | | 524,641 | | | | 2005 | (A) |
| N.HAVEN, HOME DEPOT | | | 7,704,968 | | | | 30,797,640 | | | | 319,211 | | | | 7,704,968 | | | | 31,116,851 | | | | 38,821,819 | | | | 6,784,715 | | | | 32,037,104 | | | | — | | | | 1998 | (A) |
| SOUTHINGTON PLAZA | | | 376,256 | | | | 1,055,168 | | | | 298,889 | | | | 376,256 | | | | 1,354,057 | | | | 1,730,312 | | | | 35,637 | | | | 1,694,675 | | | | 524,641 | | | | 2005 | (A) |
| WATERBURY | | | 2,253,078 | | | | 9,017,012 | | | | 288,016 | | | | 2,253,078 | | | | 9,305,028 | | | | 11,558,106 | | | | 3,097,639 | | | | 8,460,466 | | | | — | | | | 1993 | (A) |
| DOVER | | | 122,741 | | | | 66,738 | | | | 4,800,180 | | | | 3,024,375 | | | | 1,965,285 | | | | 4,989,659 | | | | 1,258 | | | | 4,988,402 | | | | — | | | | 2003 | (A) |
| ELSMERE | | | — | | | | 3,185,642 | | | | — | | | | — | | | | 3,185,642 | | | | 3,185,642 | | | | 3,185,641 | | | | 0 | | | | — | | | | 1979 | (C) |
| ALTAMONTE SPRINGS | | | 770,893 | | | | 3,083,574 | | | | 167,155 | | | | 770,893 | | | | 3,250,729 | | | | 4,021,622 | | | | 884,992 | | | | 3,136,630 | | | | — | | | | 1995 | (A) |
| BOCA RATON | | | 573,875 | | | | 2,295,501 | | | | 1,366,142 | | | | 573,875 | | | | 3,661,643 | | | | 4,235,518 | | | | 1,379,695 | | | | 2,855,823 | | | | — | | | | 1992 | (A) |
| BRADENTON | | | 125,000 | | | | 299,253 | | | | 333,571 | | | | 125,000 | | | | 632,824 | | | | 757,824 | | | | 417,506 | | | | 340,317 | | | | — | | | | 1968 | (C) |
| BAYSHORE GARDENS, BRADENTON FL | | | 2,901,000 | | | | 11,738,955 | | | | 460,115 | | | | 2,901,000 | | | | 12,199,070 | | | | 15,100,070 | | | | 2,722,353 | | | | 12,377,717 | | | | — | | | | 1998 | (A) |
| BRADENTON PLAZA | | | 527,026 | | | | 765,252 | | | | 13,879 | | | | 527,026 | | | | 779,132 | | | | 1,306,157 | | | | 29,116 | | | | 1,277,041 | | | | — | | | | 2005 | (A) |
| CORAL SPRINGS | | | 710,000 | | | | 2,842,907 | | | | 3,245,002 | | | | 710,000 | | | | 6,087,909 | | | | 6,797,909 | | | | 1,642,801 | | | | 5,155,108 | | | | — | | | | 1994 | (A) |
121
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | INITIAL COST | | | | | | | | | | | | | | | | | | | | | | | TOTAL COST, | | | | | | | DATE OF | |
| | | | | | | BUILDING AND | | | SUBSEQUENT | | | | | | | BUILDINGS AND | | | | | | | ACCUMULATED | | | NET OF ACCUMULATED | | | | | | | CONSTRUCTION(C) | |
| PROPERTIES | | LAND | | | IMPROVEMENT | | | TO ACQUISITION | | | LAND | | | IMPROVEMENTS | | | TOTAL | | | DEPRECIATION | | | DEPRECIATION | | | ENCUMBRANCES | | | ACQUISITION(A) | |
| CORAL SPRINGS | | | 1,649,000 | | | | 6,626,301 | | | | 219,424 | | | | 1,649,000 | | | | 6,845,725 | | | | 8,494,725 | | | | 1,572,377 | | | | 6,922,348 | | | | — | | | | 1997 | (A) |
| CURLEW CROSSING S.C. | | | 5,315,955 | | | | 12,529,467 | | | | 30,000 | | | | 5,315,955 | | | | 13,693,537 | | | | 19,009,492 | | | | 829,780 | | | | 18,179,712 | | | | — | | | | 2005 | (A) |
| EAST ORLANDO | | | 491,676 | | | | 1,440,000 | | | | 2,930,067 | | | | 1,007,882 | | | | 3,853,861 | | | | 4,861,743 | | | | 2,209,085 | | | | 2,652,658 | | | | — | | | | 1971 | (C) |
| FERN PARK | | | 225,000 | | | | 902,000 | | | | 3,025,821 | | | | 225,000 | | | | 3,927,821 | | | | 4,152,821 | | | | 2,102,649 | | | | 2,050,172 | | | | — | | | | 1968 | (C) |
| REGENCY PLAZA | | | 2,410,000 | | | | 9,671,160 | | | | 388,193 | | | | 2,410,000 | | | | 10,059,353 | | | | 12,469,353 | | | | 1,811,085 | | | | 10,658,267 | | | | — | | | | 1999 | (A) |
| FLINT PLAZA | | | 11,585,549 | | | | 1,355,467 | | | | 5,981,890 | | | | 11,130,783 | | | | 7,792,122 | | | | 18,922,906 | | | | — | | | | 18,922,906 | | | | 14,710,134 | | | | 2005 | (C) |
| SHOPPES AT AMELIA CONCOURSE | | | 7,600,000 | | | | — | | | | 7,053,650 | | | | 1,566,552 | | | | 13,087,098 | | | | 14,653,650 | | | | — | | | | 14,653,650 | | | | — | | | | 2003 | (C) |
| AVENUES WALKS | | | 26,984,546 | | | | — | | | | 5,625,805 | | | | 33,895,717 | | | | 507,842 | | | | 34,403,559 | | | | — | | | | 34,403,559 | | | | — | | | | 2005 | (C) |
| KISSIMMEE | | | 1,328,536 | | | | 5,296,652 | | | | 1,155,116 | | | | 1,328,536 | | | | 6,451,768 | | | | 7,780,304 | | | | 1,935,919 | | | | 5,844,385 | | | | — | | | | 1996 | (A) |
| LAUDERDALE LAKES | | | 342,420 | | | | 2,416,645 | | | | 3,331,150 | | | | 342,420 | | | | 5,747,795 | | | | 6,090,215 | | | | 3,732,030 | | | | 2,358,184 | | | | — | | | | 1968 | (C) |
| MERCHANTS WALK | | | 2,580,816 | | | | 10,366,090 | | | | 650,218 | | | | 2,580,816 | | | | 11,016,308 | | | | 13,597,125 | | | | 1,520,184 | | | | 12,076,941 | | | | — | | | | 2001 | (A) |
| LARGO | | | 293,686 | | | | 792,119 | | | | 1,226,846 | | | | 293,686 | | | | 2,018,965 | | | | 2,312,651 | | | | 1,760,590 | | | | 552,062 | | | | — | | | | 1968 | (C) |
| LEESBURG | | | — | | | | 171,636 | | | | 193,651 | | | | — | | | | 365,287 | | | | 365,287 | | | | 282,773 | | | | 82,514 | | | | — | | | | 1969 | (C) |
| LARGO EAST BAY | | | 2,832,296 | | | | 11,329,185 | | | | 1,312,083 | | | | 2,832,296 | | | | 12,641,268 | | | | 15,473,564 | | | | 5,305,674 | | | | 10,167,891 | | | | — | | | | 1992 | (A) |
| LAUDERHILL | | | 1,002,733 | | | | 2,602,415 | | | | 11,005,853 | | | | 1,774,443 | | | | 12,836,558 | | | | 14,611,001 | | | | 6,988,296 | | | | 7,622,706 | | | | — | | | | 1974 | (C) |
| THE GROVES | | | 2,606,246 | | | | 5,989,072 | | | | — | | | | 2,606,246 | | | | 6,533,981 | | | | 9,140,227 | | | | 262,838 | | | | 8,877,390 | | | | — | | | | 2006 | (A) |
| MELBOURNE | | | — | | | | 1,754,000 | | | | 3,071,347 | | | | — | | | | 4,825,347 | | | | 4,825,347 | | | | 2,338,349 | | | | 2,486,999 | | | | — | | | | 1968 | (C) |
| GROVE GATE | | | 365,893 | | | | 1,049,172 | | | | 1,207,100 | | | | 365,893 | | | | 2,256,272 | | | | 2,622,165 | | | | 1,735,989 | | | | 886,176 | | | | — | | | | 1968 | (C) |
| NORTH MIAMI | | | 732,914 | | | | 4,080,460 | | | | 10,758,731 | | | | 732,914 | | | | 14,839,191 | | | | 15,572,105 | | | | 6,157,482 | | | | 9,414,622 | | | | — | | | | 1985 | (A) |
| MILLER ROAD | | | 1,138,082 | | | | 4,552,327 | | | | 1,795,567 | | | | 1,138,082 | | | | 6,347,894 | | | | 7,485,976 | | | | 5,048,237 | | | | 2,437,739 | | | | — | | | | 1986 | (A) |
| MARGATE | | | 2,948,530 | | | | 11,754,120 | | | | 3,282,235 | | | | 2,948,530 | | | | 15,036,355 | | | | 17,984,885 | | | | 4,666,947 | | | | 13,317,938 | | | | — | | | | 1993 | (A) |
| MT. DORA | | | 1,011,000 | | | | 4,062,890 | | | | 139,971 | | | | 1,011,000 | | | | 4,202,861 | | | | 5,213,861 | | | | 991,026 | | | | 4,222,835 | | | | — | | | | 1997 | (A) |
| PLANTATION CROSSING | | | 7,524,800 | | | | — | | | | 6,723,720 | | | | 7,312,496 | | | | 8,312,082 | | | | 15,624,578 | | | | — | | | | 15,624,578 | | | | — | | | | 2005 | (C) |
| ORLANDO | | | 923,956 | | | | 3,646,904 | | | | 1,903,145 | | | | 1,172,119 | | | | 5,301,886 | | | | 6,474,005 | | | | 1,664,269 | | | | 4,809,736 | | | | — | | | | 1995 | (A) |
| RENAISSANCE CENTER | | | 9,104,379 | | | | 36,540,873 | | | | 4,646,372 | | | | 9,104,379 | | | | 41,187,245 | | | | 50,291,624 | | | | 10,346,020 | | | | 39,945,603 | | | | — | | | | 1998 | (A) |
| SAND LAKE | | | 3,092,706 | | | | 12,370,824 | | | | 1,652,055 | | | | 3,092,706 | | | | 14,022,879 | | | | 17,115,585 | | | | 4,375,027 | | | | 12,740,559 | | | | — | | | | 1994 | (A) |
| ORLANDO | | | 560,800 | | | | 2,268,112 | | | | 3,105,465 | | | | 580,030 | | | | 5,354,347 | | | | 5,934,377 | | | | 1,194,408 | | | | 4,739,969 | | | | — | | | | 1996 | (A) |
| OCALA | | | 1,980,000 | | | | 7,927,484 | | | | 3,646,930 | | | | 1,980,000 | | | | 11,574,414 | | | | 13,554,414 | | | | 2,597,629 | | | | 10,956,785 | | | | — | | | | 1997 | (A) |
| POMPANO BEACH | | | 97,169 | | | | 874,442 | | | | 1,447,922 | | | | 97,169 | | | | 2,322,364 | | | | 2,419,533 | | | | 1,431,352 | | | | 988,181 | | | | — | | | | 1968 | (C) |
| ST. PETERSBURG | | | — | | | | 917,360 | | | | 984,890 | | | | — | | | | 1,902,250 | | | | 1,902,250 | | | | 791,756 | | | | 1,110,494 | | | | — | | | | 1968 | (C) |
| TUTTLE BEE SARASOTA | | | 254,961 | | | | 828,465 | | | | 1,747,305 | | | | 254,961 | | | | 2,575,770 | | | | 2,830,731 | | | | 1,847,936 | | | | 982,795 | | | | — | | | | 1970 | (C) |
| SOUTH EAST SARASOTA | | | 1,283,400 | | | | 5,133,544 | | | | 3,448,652 | | | | 1,440,264 | | | | 8,425,332 | | | | 9,865,596 | | | | 3,372,812 | | | | 6,492,785 | | | | — | | | | 1989 | (A) |
| SANFORD | | | 1,832,732 | | | | 9,523,261 | | | | 5,792,853 | | | | 1,832,732 | | | | 15,316,114 | | | | 17,148,846 | | | | 6,512,738 | | | | 10,636,107 | | | | — | | | | 1989 | (A) |
| STUART | | | 2,109,677 | | | | 8,415,323 | | | | 512,225 | | | | 2,109,677 | | | | 8,927,548 | | | | 11,037,225 | | | | 2,818,396 | | | | 8,218,829 | | | | — | | | | 1994 | (A) |
| SOUTH MIAMI | | | 1,280,440 | | | | 5,133,825 | | | | 2,779,817 | | | | 1,280,440 | | | | 7,913,642 | | | | 9,194,082 | | | | 2,093,093 | | | | 7,100,989 | | | | — | | | | 1995 | (A) |
| TAMPA | | | 5,220,445 | | | | 16,884,228 | | | | 2,056,968 | | | | 5,220,445 | | | | 18,941,196 | | | | 24,161,641 | | | | 3,538,408 | | | | 20,623,232 | | | | — | | | | 1997 | (A) |
| VILLAGE COMMONS S.C. | | | 2,192,331 | | | | 8,774,158 | | | | 570,782 | | | | 2,192,331 | | | | 9,344,940 | | | | 11,537,271 | | | | 1,885,063 | | | | 9,652,207 | | | | — | | | | 1998 | (A) |
| MISSION BELL SHOPPING CENTER | | | 5,056,426 | | | | 11,843,119 | | | | 1,496,650 | | | | 5,067,033 | | | | 14,407,866 | | | | 19,474,899 | | | | 2,812,464 | | | | 16,662,435 | | | | — | | | | 2004 | (A) |
| WEST PALM BEACH | | | 550,896 | | | | 2,298,964 | | | | 875,172 | | | | 550,896 | | | | 3,174,136 | | | | 3,725,032 | | | | 818,773 | | | | 2,906,258 | | | | — | | | | 1995 | (A) |
| THE SHOPS AT WEST MELBOURNE | | | 2,200,000 | | | | 8,829,541 | | | | 3,712,903 | | | | 2,200,000 | | | | 12,542,444 | | | | 14,742,444 | | | | 2,451,766 | | | | 12,290,677 | | | | — | | | | 1998 | (A) |
| AUGUSTA | | | 1,482,564 | | | | 5,928,122 | | | | 2,135,086 | | | | 1,482,564 | | | | 8,063,208 | | | | 9,545,772 | | | | 1,894,670 | | | | 7,651,101 | | | | — | | | | 1995 | (A) |
| SAVANNAH | | | 2,052,270 | | | | 8,232,978 | | | | 1,224,027 | | | | 2,052,270 | | | | 9,457,005 | | | | 11,509,275 | | | | 3,149,729 | | | | 8,359,546 | | | | — | | | | 1993 | (A) |
| SAVANNAH | | | 652,255 | | | | 2,616,522 | | | | 481,673 | | | | 652,255 | | | | 3,098,195 | | | | 3,750,450 | | | | 839,018 | | | | 2,911,431 | | | | — | | | | 1995 | (A) |
| KIHEI CENTER | | | 3,406,707 | | | | 7,663,360 | | | | — | | | | 3,406,707 | | | | 8,206,468 | | | | 11,613,175 | | | | 2,128,350 | | | | 9,484,825 | | | | — | | | | 2006 | (A) |
| CLIVE | | | 500,525 | | | | 2,002,101 | | | | — | | | | 500,525 | | | | 2,002,101 | | | | 2,502,626 | | | | 560,418 | | | | 1,942,208 | | | | — | | | | 1996 | (A) |
| KDI-METRO CROSSING | | | 3,013,647 | | | | — | | | | 1,923,942 | | | | 3,013,647 | | | | 1,923,942 | | | | 4,937,589 | | | | — | | | | 4,937,589 | | | | — | | | | 2006 | (C) |
| SOUTHDALE SHOPPING CENTER | | | 1,720,330 | | | | 6,916,294 | | | | 2,709,610 | | | | 1,720,330 | | | | 9,625,904 | | | | 11,346,234 | | | | 1,536,471 | | | | 9,809,764 | | | | 3,675,843 | | | | 1999 | (A) |
| DES MOINES | | | 500,525 | | | | 2,559,019 | | | | 37,079 | | | | 500,525 | | | | 2,596,098 | | | | 3,096,623 | | | | 706,213 | | | | 2,390,410 | | | | — | | | | 1996 | (A) |
| DUBUQUE | | | — | | | | 2,152,476 | | | | 10,848 | | | | — | | | | 2,163,324 | | | | 2,163,324 | | | | 506,110 | | | | 1,657,214 | | | | — | | | | 1997 | (A) |
| WATERLOO | | | 500,525 | | | | 2,002,101 | | | | 2,869,100 | | | | 500,525 | | | | 4,871,201 | | | | 5,371,726 | | | | 1,008,709 | | | | 4,363,017 | | | | — | | | | 1996 | (A) |
| TREASURE VALLEY MARKETPLACE | | | — | | | | — | | | | 16,539,451 | | | | 2,223,568 | | | | 17,033,923 | | | | 19,257,490 | | | | — | | | | 19,257,490 | | | | — | | | | 2005 | (C) |
| NAMPA (HORSHAM) FUTURE DEV. | | | 6,501,240 | | | | — | | | | 5,092,116 | | | | 11,553,014 | | | | 187,852 | | | | 11,740,866 | | | | — | | | | 11,740,866 | | | | — | | | | 2005 | (C) |
| ALTON, BELTLINE HWY | | | 329,532 | | | | 1,987,981 | | | | 59,934 | | | | 329,532 | | | | 2,047,915 | | | | 2,377,447 | | | | 809,720 | | | | 1,567,727 | | | | — | | | | 1998 | (A) |
| AURORA, N. LAKE | | | 2,059,908 | | | | 9,531,721 | | | | 232,059 | | | | 2,059,908 | | | | 9,763,780 | | | | 11,823,688 | | | | 2,055,934 | | | | 9,767,754 | | | | — | | | | 1998 | (A) |
| KRC ARLINGTON HEIGHT | | | 1,983,517 | | | | 9,178,272 | | | | (5,168,281 | ) | | | 1,983,517 | | | | 4,009,991 | | | | 5,993,508 | | | | 1,665,573 | | | | 4,327,935 | | | | — | | | | 1998 | (A) |
| BLOOMINGTON | | | 805,521 | | | | 2,222,353 | | | | 5,163,864 | | | | 805,521 | | | | 7,386,217 | | | | 8,191,738 | | | | 4,254,545 | | | | 3,937,193 | | | | — | | | | 1972 | (C) |
| BELLEVILLE, WESTFIELD PLAZA | | | — | | | | 5,372,253 | | | | — | | | | — | | | | 5,372,253 | | | | 5,372,253 | | | | 1,159,275 | | | | 4,212,978 | | | | — | | | | 1998 | (A) |
| BRADLEY | | | 500,422 | | | | 2,001,687 | | | | — | | | | 500,422 | | | | 2,001,687 | | | | 2,502,109 | | | | 651,510 | | | | 1,850,599 | | | | — | | | | 1996 | (A) |
| CALUMET CITY | | | 1,479,217 | | | | 8,815,760 | | | | 13,376,133 | | | | 1,479,217 | | | | 22,191,893 | | | | 23,671,110 | | | | 2,322,081 | | | | 21,349,030 | | | | — | | | | 1997 | (A) |
| COUNTRYSIDE | | | — | | | | 4,770,671 | | | | 1,137,295 | | | | 1,101,670 | | | | 4,806,296 | | | | 5,907,966 | | | | 1,094,981 | | | | 4,812,985 | | | | — | | | | 1997 | (A) |
| CARBONDALE | | | — | | | | 500,000 | | | | — | | | | — | | | | 500,000 | | | | 500,000 | | | | 102,564 | | | | 397,436 | | | | — | | | | 1997 | (A) |
| CHICAGO | | | — | | | | 2,687,046 | | | | 633,471 | | | | — | | | | 3,320,517 | | | | 3,320,517 | | | | 701,916 | | | | 2,618,602 | | | | — | | | | 1997 | (A) |
| CHAMPAIGN, NEIL ST. | | | 230,519 | | | | 1,285,460 | | | | 82,606 | | | | 230,519 | | | | 1,368,066 | | | | 1,598,585 | | | | 269,928 | | | | 1,328,657 | | | | — | | | | 1998 | (A) |
| ELSTON | | | 1,010,375 | | | | 5,692,211 | | | | — | | | | 1,010,375 | | | | 5,692,211 | | | | 6,702,586 | | | | 1,216,069 | | | | 5,486,517 | | | | — | | | | 1997 | (A) |
| S. CICERO | | | — | | | | 1,541,560 | | | | 149,203 | | | | — | | | | 1,690,763 | | | | 1,690,763 | | | | 399,526 | | | | 1,291,237 | | | | — | | | | 1997 | (A) |
| CRYSTAL LAKE, NW HWY | | | 179,964 | | | | 1,025,811 | | | | 317,841 | | | | 180,269 | | | | 1,343,347 | | | | 1,523,616 | | | | 263,230 | | | | 1,260,385 | | | | — | | | | 1998 | (A) |
| CRYSTAL LAKE PLAZA | | | 353,768 | | | | — | | | | 156,133 | | | | 353,768 | | | | 1,340,821 | | | | 1,694,589 | | | | 21,572 | | | | 1,673,016 | | | | — | | | | 2005 | (A) |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | INITIAL COST | | | | | | | | | | | | | | | | | | | | | | | TOTAL COST, | | | | | | | DATE OF | |
| | | | | | | BUILDING AND | | | SUBSEQUENT | | | | | | | BUILDINGS AND | | | | | | | ACCUMULATED | | | NET OF ACCUMULATED | | | | | | | CONSTRUCTION(C) | |
| PROPERTIES | | LAND | | | IMPROVEMENT | | | TO ACQUISITION | | | LAND | | | IMPROVEMENTS | | | TOTAL | | | DEPRECIATION | | | DEPRECIATION | | | ENCUMBRANCES | | | ACQUISITION(A) | |
| BUTTERFIELD SQUARE | | | 1,601,960 | | | | 6,637,926 | | | | 299,681 | | | | 1,603,277 | | | | 6,936,290 | | | | 8,539,567 | | | | 1,895,323 | | | | 6,644,245 | | | | — | | | | 1998 | (A) |
| DOWNERS PARK PLAZA | | | 2,510,455 | | | | 10,164,494 | | | | 613,196 | | | | 2,510,455 | | | | 10,777,690 | | | | 13,288,145 | | | | 2,218,478 | | | | 11,069,667 | | | | — | | | | 1999 | (A) |
| DOWNER GROVE | | | 811,778 | | | | 4,322,956 | | | | 1,716,868 | | | | 811,778 | | | | 6,039,824 | | | | 6,851,602 | | | | 1,134,099 | | | | 5,717,503 | | | | — | | | | 1997 | (A) |
| ELGIN | | | 842,555 | | | | 2,108,674 | | | | 2,153,483 | | | | 842,555 | | | | 4,262,157 | | | | 5,104,712 | | | | 2,900,791 | | | | 2,203,921 | | | | — | | | | 1972 | (C) |
| FOREST PARK | | | — | | | | 2,335,884 | | | | — | | | | — | | | | 2,335,884 | | | | 2,335,884 | | | | 554,164 | | | | 1,781,720 | | | | — | | | | 1997 | (A) |
| FAIRVIEW HTS, BELLVILLE RD. | | | — | | | | 11,866,880 | | | | 1,856,567 | | | | — | | | | 13,723,447 | | | | 13,723,447 | | | | 2,748,135 | | | | 10,975,312 | | | | — | | | | 1998 | (A) |
| GENEVA | | | 500,422 | | | | 12,917,712 | | | | 64,567 | | | | 500,422 | | | | 12,982,279 | | | | 13,482,701 | | | | 2,919,208 | | | | 10,563,493 | | | | 9,127,530 | | | | 1996 | (A) |
| LAKE ZURICH PLAZA | | | 233,698 | | | | 1,265,023 | | | | 85,631 | | | | 233,698 | | | | 1,350,654 | | | | 1,584,352 | | | | 22,646 | | | | 1,561,706 | | | | — | | | | 2005 | (A) |
| MATTERSON | | | 950,515 | | | | 6,292,319 | | | | 10,513,842 | | | | 950,515 | | | | 16,806,161 | | | | 17,756,676 | | | | 2,603,909 | | | | 15,152,766 | | | | — | | | | 1997 | (A) |
| MT. PROSPECT | | | 1,017,345 | | | | 6,572,176 | | | | 3,557,866 | | | | 1,017,345 | | | | 10,130,042 | | | | 11,147,387 | | | | 2,016,348 | | | | 9,131,039 | | | | — | | | | 1997 | (A) |
| MUNDELEIN, S. LAKE | | | 1,127,720 | | | | 5,826,129 | | | | 42,333 | | | | 1,129,634 | | | | 5,866,548 | | | | 6,996,182 | | | | 1,259,516 | | | | 5,736,666 | | | | — | | | | 1998 | (A) |
| NORRIDGE | | | — | | | | 2,918,315 | | | | — | | | | — | | | | 2,918,315 | | | | 2,918,315 | | | | 686,670 | | | | 2,231,645 | | | | — | | | | 1997 | (A) |
| NAPERVILLE | | | 669,483 | | | | 4,464,998 | | | | 70,678 | | | | 669,483 | | | | 4,535,676 | | | | 5,205,159 | | | | 1,011,199 | | | | 4,193,960 | | | | — | | | | 1997 | (A) |
| NAPERVILLE PLAZA | | | 239,486 | | | | — | | | | 102,631 | | | | 239,486 | | | | 1,255,084 | | | | 1,494,570 | | | | 19,362 | | | | 1,475,208 | | | | — | | | | 2005 | (A) |
| OTTAWA | | | 137,775 | | | | 784,269 | | | | 506,179 | | | | 137,775 | | | | 1,290,448 | | | | 1,428,223 | | | | 967,991 | | | | 460,231 | | | | — | | | | 1970 | (C) |
| ORLAND PARK, S. HARLEM | | | 476,972 | | | | 2,764,775 | | | | 1,178,170 | | | | 476,972 | | | | 3,942,945 | | | | 4,419,917 | | | | 731,273 | | | | 3,688,644 | | | | — | | | | 1998 | (A) |
| OAK LAWN | | | 1,530,111 | | | | 8,776,631 | | | | 246,192 | | | | 1,530,111 | | | | 9,022,823 | | | | 10,552,934 | | | | 2,044,022 | | | | 8,508,912 | | | | 14,142,584 | | | | 1997 | (A) |
| OAKBROOK TERRACE | | | 1,527,188 | | | | 8,679,108 | | | | 2,972,827 | | | | 1,527,188 | | | | 11,651,935 | | | | 13,179,123 | | | | 2,251,462 | | | | 10,927,661 | | | | — | | | | 1997 | (A) |
| PEORIA | | | — | | | | 5,081,290 | | | | 2,372,084 | | | | — | | | | 7,453,374 | | | | 7,453,374 | | | | 1,425,092 | | | | 6,028,282 | | | | — | | | | 1997 | (A) |
| FREESTATE BOWL | | | 343,723 | | | | 1,129,198 | | | | (311,854 | ) | | | 252,723 | | | | 998,099 | | | | 1,250,822 | | | | 267,229 | | | | 983,593 | | | | — | | | | 2003 | (A) |
| ROUND LAKE BEACH PLAZA | | | 790,129 | | | | 1,634,148 | | | | 230,085 | | | | 790,129 | | | | 1,864,232 | | | | 2,654,361 | | | | 64,060 | | | | 2,590,302 | | | | — | | | | 2005 | (A) |
| SKOKIE | | | — | | | | 2,276,360 | | | | 9,488,383 | | | | 2,628,440 | | | | 9,136,303 | | | | 11,764,743 | | | | 1,344,855 | | | | 10,419,888 | | | | 7,653,438 | | | | 1997 | (A) |
| KRC STREAMWOOD | | | 181,962 | | | | 1,057,740 | | | | 181,885 | | | | 181,962 | | | | 1,239,625 | | | | 1,421,587 | | | | 246,599 | | | | 1,174,988 | | | | — | | | | 1998 | (A) |
| WOODGROVE FESTIVAL | | | 5,049,149 | | | | 20,822,993 | | | | 1,839,352 | | | | 5,049,149 | | | | 22,662,345 | | | | 27,711,494 | | | | 4,876,207 | | | | 22,835,288 | | | | — | | | | 1998 | (A) |
| WAUKEGAN | | | 203,427 | | | | 1,161,847 | | | | 37,012 | | | | 203,772 | | | | 1,198,514 | | | | 1,402,286 | | | | 240,147 | | | | 1,162,139 | | | | — | | | | 1998 | (A) |
| WAUKEGAN PLAZA | | | 349,409 | | | | 883,975 | | | | 137,657 | | | | 349,409 | | | | 1,021,632 | | | | 1,371,041 | | | | 12,609 | | | | 1,358,431 | | | | — | | | | 2005 | (A) |
| PLAZA EAST | | | 1,236,149 | | | | 4,944,597 | | | | 2,820,843 | | | | 1,140,849 | | | | 7,860,740 | | | | 9,001,589 | | | | 1,947,136 | | | | 7,054,453 | | | | — | | | | 1995 | (A) |
| GREENWOOD | | | 423,371 | | | | 1,883,421 | | | | 1,810,529 | | | | 423,371 | | | | 3,693,950 | | | | 4,117,321 | | | | 2,385,117 | | | | 1,732,204 | | | | — | | | | 1970 | (C) |
| GRIFFITH | | | — | | | | 2,495,820 | | | | 981,912 | | | | 1,001,100 | | | | 2,476,632 | | | | 3,477,732 | | | | 593,845 | | | | 2,883,887 | | | | — | | | | 1997 | (A) |
| LAFAYETTE | | | 230,402 | | | | 1,305,943 | | | | 158,525 | | | | 230,402 | | | | 1,464,468 | | | | 1,694,870 | | | | 1,493,542 | | | | 201,328 | | | | — | | | | 1971 | (C) |
| LAFAYETTE | | | 812,810 | | | | 3,252,269 | | | | 3,915,570 | | | | 2,379,198 | | | | 5,601,451 | | | | 7,980,649 | | | | 937,481 | | | | 7,043,168 | | | | — | | | | 1997 | (A) |
| KIMCO LAFAYETTE MARKET PLACE | | | 4,184,000 | | | | 16,752,165 | | | | 243,806 | | | | 4,184,000 | | | | 16,995,971 | | | | 21,179,971 | | | | 3,827,418 | | | | 17,352,553 | | | | — | | | | 1998 | (A) |
| KRC MISHAWAKA 895 | | | 378,088 | | | | 1,999,079 | | | | 642 | | | | 378,730 | | | | 1,999,079 | | | | 2,377,809 | | | | 430,561 | | | | 1,947,248 | | | | — | | | | 1998 | (A) |
| MERRILLVILLE PLAZA | | | 197,415 | | | | 765,630 | | | | 105,180 | | | | 197,415 | | | | 870,810 | | | | 1,068,225 | | | | 13,444 | | | | 1,054,781 | | | | — | | | | 2005 | (A) |
| SOUTH BEND, S. HIGH ST. | | | 183,463 | | | | 1,070,401 | | | | 196,858 | | | | 183,463 | | | | 1,267,259 | | | | 1,450,722 | | | | 249,032 | | | | 1,201,690 | | | | — | | | | 1998 | (A) |
| OVERLAND PARK | | | 1,183,911 | | | | 6,335,308 | | | | 142,374 | | | | 1,185,906 | | | | 6,475,687 | | | | 7,661,593 | | | | 1,352,678 | | | | 6,308,915 | | | | — | | | | 1998 | (A) |
| BELLEVUE | | | 405,217 | | | | 1,743,573 | | | | 138,965 | | | | 405,217 | | | | 1,882,538 | | | | 2,287,755 | | | | 1,788,306 | | | | 499,449 | | | | — | | | | 1976 | (A) |
| FLORENCE PLAZA | | | 176,796 | | | | 678,383 | | | | 61,761 | | | | 176,796 | | | | 740,144 | | | | 916,941 | | | | 15,260 | | | | 901,680 | | | | — | | | | 2005 | (A) |
| LEXINGTON | | | 1,675,031 | | | | 6,848,209 | | | | 5,179,737 | | | | 1,551,079 | | | | 12,151,898 | | | | 13,702,977 | | | | 3,972,287 | | | | 9,730,690 | | | | — | | | | 1993 | (A) |
| PADUCAH MALL, KY | | | — | | | | 1,047,281 | | | | (123,196 | ) | | | — | | | | 924,085 | | | | 924,085 | | | | 287,189 | | | | 636,896 | | | | — | | | | 1998 | (A) |
| HAMMOND AIR PLAZA | | | 3,813,873 | | | | 15,260,609 | | | | 1,700,209 | | | | 3,813,873 | | | | 16,960,818 | | | | 20,774,691 | | | | 4,008,532 | | | | 16,766,159 | | | | — | | | | 1997 | (A) |
| KIMCO HOUMA 274, LLC | | | 1,980,000 | | | | 7,945,784 | | | | 146,784 | | | | 1,980,000 | | | | 8,092,568 | | | | 10,072,568 | | | | 1,483,146 | | | | 8,589,422 | | | | — | | | | 1999 | (A) |
| LAFAYETTE | | | 2,115,000 | | | | 8,508,218 | | | | 9,209,638 | | | | 3,678,274 | | | | 16,154,581 | | | | 19,832,856 | | | | 3,396,792 | | | | 16,436,064 | | | | — | | | | 1997 | (A) |
| GREAT BARRINGTON | | | 642,170 | | | | 2,547,830 | | | | 7,042,117 | | | | 751,124 | | | | 9,480,993 | | | | 10,232,117 | | | | 2,306,238 | | | | 7,925,879 | | | | — | | | | 1994 | (A) |
| SHREWSBURY SHOPPING CENTER | | | 1,284,168 | | | | 5,284,853 | | | | 4,506,918 | | | | 1,284,168 | | | | 9,791,771 | | | | 11,075,939 | | | | 1,426,249 | | | | 9,649,690 | | | | — | | | | 2000 | (A) |
| CLUB CENTRE AT PIKESVILLE | | | 1,630,003 | | | | 5,354,041 | | | | (67,088 | ) | | | 1,626,003 | | | | 5,716,588 | | | | 7,342,591 | | | | 963,013 | | | | 6,379,578 | | | | 4,925,190 | | | | 2003 | (A) |
| WILDE LAKE | | | 1,468,038 | | | | 5,869,862 | | | | 93,315 | | | | 1,468,038 | | | | 5,963,177 | | | | 7,431,214 | | | | 730,641 | | | | 6,700,574 | | | | — | | | | 2002 | (A) |
| LYNX LANE | | | 1,019,035 | | | | 4,091,894 | | | | 85,071 | | | | 1,019,035 | | | | 4,176,965 | | | | 5,196,000 | | | | 530,563 | | | | 4,665,437 | | | | — | | | | 2002 | (A) |
| CLINTON BANK BUILDING | | | 141,964 | | | | 466,369 | | | | (200,070 | ) | | | 82,964 | | | | 362,370 | | | | 445,335 | | | | 145,003 | | | | 300,331 | | | | — | | | | 2003 | (A) |
| CLINTON BOWL | | | 39,779 | | | | 130,716 | | | | (6,141 | ) | | | 38,779 | | | | 135,963 | | | | 174,742 | | | | 62,263 | | | | 112,479 | | | | — | | | | 2003 | (A) |
| VILLAGES AT URBANA | | | 3,190,074 | | | | 6,067 | | | | 8,562,954 | | | | 4,828,774 | | | | 6,930,322 | | | | 11,759,096 | | | | — | | | | 11,759,096 | | | | — | | | | 2003 | (A) |
| GAITHERSBURG | | | 244,890 | | | | 6,787,534 | | | | 264,386 | | | | 244,890 | | | | 7,051,920 | | | | 7,296,810 | | | | 1,263,721 | | | | 6,033,089 | | | | — | | | | 1999 | (A) |
| HAGERSTOWN | | | 541,389 | | | | 2,165,555 | | | | 2,064,346 | | | | 541,389 | | | | 4,229,901 | | | | 4,771,290 | | | | 2,310,698 | | | | 2,460,592 | | | | — | | | | 1973 | (C) |
| SHAWAN PLAZA | | | 4,500,000 | | | | 21,859,285 | | | | (2,815,081 | ) | | | 4,466,000 | | | | 20,764,459 | | | | 25,230,459 | | | | 3,111,073 | | | | 22,119,386 | | | | 12,783,946 | | | | 2003 | (A) |
| LAUREL | | | 349,562 | | | | 1,398,250 | | | | 1,017,085 | | | | 349,562 | | | | 2,415,335 | | | | 2,764,897 | | | | 829,917 | | | | 1,934,980 | | | | — | | | | 1995 | (A) |
| LAUREL | | | 274,580 | | | | 1,100,968 | | | | 283,421 | | | | 274,580 | | | | 1,384,389 | | | | 1,658,969 | | | | 1,238,294 | | | | 420,675 | | | | — | | | | 1972 | (C) |
| SOUTHWEST MIXED USE PROPERTY | | | 403,034 | | | | 1,325,126 | | | | 173,667 | | | | 361,034 | | | | 1,646,035 | | | | 2,007,069 | | | | 648,604 | | | | 1,358,465 | | | | — | | | | 2003 | (A) |
| NORTH EAST STATION | | | — | | | | — | | | | 869,385 | | | | 869,385 | | | | — | | | | 869,385 | | | | — | | | | 869,385 | | | | — | | | | 2003 | (A) |
| OWINGS MILLS PLAZA | | | 303,911 | | | | 1,370,221 | | | | 42,483 | | | | 303,911 | | | | 1,412,704 | | | | 1,716,615 | | | | 33,707 | | | | 1,682,908 | | | | — | | | | 2005 | (A) |
| PERRY HALL | | | 3,733,309 | | | | 12,245,774 | | | | (843,035 | ) | | | 3,339,309 | | | | 11,839,740 | | | | 15,179,048 | | | | 2,002,237 | | | | 13,176,811 | | | | 5,274,165 | | | | 2003 | (A) |
| TIMONIUM SHOPPING CENTER | | | 6,000,000 | | | | 24,282,998 | | | | 6,897,299 | | | | 7,331,195 | | | | 32,185,642 | | | | 39,516,837 | | | | 7,410,134 | | | | 32,106,703 | | | | 9,165,899 | | | | 2003 | (A) |
| WALDORF BOWL | | | 225,099 | | | | 739,362 | | | | 25,548 | | | | 235,099 | | | | 813,688 | | | | 1,048,787 | | | | 151,905 | | | | 896,882 | | | | — | | | | 2003 | (A) |
| WALDORF FIRESTONE | | | 73,127 | | | | 240,625 | | | | (54,099 | ) | | | 57,127 | | | | 221,621 | | | | 278,748 | | | | 42,958 | | | | 235,791 | | | | — | | | | 2003 | (A) |
| BANGOR, ME | | | 403,833 | | | | 1,622,331 | | | | 93,752 | | | | 403,833 | | | | 1,716,083 | | | | 2,119,916 | | | | 219,039 | | | | 1,900,878 | | | | — | | | | 2001 | (A) |
| MALLSIDE PLAZA | | | 6,930,996 | | | | 16,172,325 | | | | — | | | | 6,930,996 | | | | 17,650,938 | | | | 24,581,935 | | | | 476,784 | | | | 24,105,150 | | | | — | | | | 2006 | (A) |
| CLAWSON | | | 1,624,771 | | | | 6,578,142 | | | | 2,788,198 | | | | 1,624,771 | | | | 9,366,340 | | | | 10,991,111 | | | | 2,846,947 | | | | 8,144,164 | | | | — | | | | 1993 | (A) |
| WHITE LAKE | | | 2,300,050 | | | | 9,249,607 | | | | 1,684,082 | | | | 2,300,050 | | | | 10,933,689 | | | | 13,233,739 | | | | 2,915,470 | | | | 10,318,269 | | | | — | | | | 1996 | (A) |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | INITIAL COST | | | | | | | | | | | | | | | | | | | | | | | TOTAL COST, | | | | | | | DATE OF | |
| | | | | | | BUILDING AND | | | SUBSEQUENT | | | | | | | BUILDINGS AND | | | | | | | ACCUMULATED | | | NET OF ACCUMULATED | | | | | | | CONSTRUCTION(C) | |
| PROPERTIES | | LAND | | | IMPROVEMENT | | | TO ACQUISITION | | | LAND | | | IMPROVEMENTS | | | TOTAL | | | DEPRECIATION | | | DEPRECIATION | | | ENCUMBRANCES | | | ACQUISITION(A) | |
| CANTON TWP PLAZA | | | 163,740 | | | | 926,150 | | | | 334,254 | | | | 163,740 | | | | 1,260,403 | | | | 1,424,144 | | | | 19,293 | | | | 1,404,851 | | | | — | | | | 2005 | (A) |
| CLINTON TWP PLAZA | | | 175,515 | | | | 714,279 | | | | 56,952 | | | | 175,515 | | | | 771,231 | | | | 946,746 | | | | 22,230 | | | | 924,516 | | | | — | | | | 2005 | (A) |
| DEARBORN HEIGHTS PLAZA | | | 162,319 | | | | 497,791 | | | | (59,383 | ) | | | 135,889 | | | | 464,839 | | | | 600,728 | | | | 12,450 | | | | 588,278 | | | | — | | | | 2005 | (A) |
| FARMINGTON | | | 1,098,426 | | | | 4,525,723 | | | | 2,889,118 | | | | 1,098,426 | | | | 7,414,841 | | | | 8,513,267 | | | | 2,090,319 | | | | 6,422,948 | | | | — | | | | 1993 | (A) |
| GRAND RAPIDS PLAZA | | | 74,898 | | | | 429,076 | | | | 34,050 | | | | 74,898 | | | | 463,126 | | | | 538,025 | | | | 30,959 | | | | 507,065 | | | | — | | | | 2005 | (A) |
| LIVONIA | | | 178,785 | | | | 925,818 | | | | 812,303 | | | | 178,785 | | | | 1,738,121 | | | | 1,916,906 | | | | 763,546 | | | | 1,153,360 | | | | — | | | | 1968 | (C) |
| LANSING PLAZA | | | 245,014 | | | | 406,349 | | | | 102,534 | | | | 245,014 | | | | 508,883 | | | | 753,897 | | | | 11,032 | | | | 742,865 | | | | — | | | | 2005 | (A) |
| MUSKEGON | | | 391,500 | | | | 958,500 | | | | 825,035 | | | | 391,500 | | | | 1,783,535 | | | | 2,175,035 | | | | 1,488,281 | | | | 686,754 | | | | — | | | | 1985 | (A) |
| OKEMOS PLAZA | | | 166,706 | | | | 591,193 | | | | 134,569 | | | | 166,706 | | | | 725,762 | | | | 892,468 | | | | 10,032 | | | | 882,436 | | | | 1,094,978 | | | | 2005 | (A) |
| TAYLOR | | | 1,451,397 | | | | 5,806,263 | | | | 275,289 | | | | 1,451,397 | | | | 6,081,552 | | | | 7,532,949 | | | | 2,012,126 | | | | 5,520,824 | | | | — | | | | 1993 | (A) |
| WALKER | | | 3,682,478 | | | | 14,730,060 | | | | 1,919,480 | | | | 3,682,478 | | | | 16,649,540 | | | | 20,332,018 | | | | 5,297,052 | | | | 15,034,966 | | | | — | | | | 1993 | (A) |
| EDEN PRAIRIE PLAZA | | | 882,596 | | | | 911,373 | | | | 132,722 | | | | 882,596 | | | | 1,044,094 | | | | 1,926,690 | | | | 23,756 | | | | 1,902,934 | | | | — | | | | 2005 | (A) |
| FOUNTAINS AT ARBOR LAKES | | | 28,585,296 | | | | 66,699,024 | | | | — | | | | 28,585,296 | | | | 72,797,220 | | | | 101,382,516 | | | | — | | | | 101,382,516 | | | | — | | | | 2006 | (A) |
| ROSEVILLE PLAZA | | | 132,842 | | | | 957,340 | | | | 257,487 | | | | 132,842 | | | | 1,214,827 | | | | 1,347,669 | | | | 19,734 | | | | 1,327,936 | | | | — | | | | 2005 | (A) |
| ST. PAUL PLAZA | | | 699,916 | | | | 623,966 | | | | 149,427 | | | | 699,916 | | | | 773,393 | | | | 1,473,310 | | | | 12,469 | | | | 1,460,841 | | | | — | | | | 2005 | (A) |
| BRIDGETON | | | — | | | | 2,196,834 | | | | — | | | | — | | | | 2,196,834 | | | | 2,196,834 | | | | 521,075 | | | | 1,675,759 | | | | — | | | | 1997 | (A) |
| CREVE COEUR, WOODCREST/OLIVE | | | 1,044,598 | | | | 5,475,623 | | | | 615,905 | | | | 960,813 | | | | 6,175,312 | | | | 7,136,126 | | | | 1,306,574 | | | | 5,829,551 | | | | — | | | | 1998 | (A) |
| CRYSTAL CITY, MI | | | — | | | | 234,378 | | | | — | | | | — | | | | 234,378 | | | | 234,378 | | | | 49,199 | | | | 185,179 | | | | — | | | | 1997 | (A) |
| INDEPENDENCE, NOLAND DR. | | | 1,728,367 | | | | 8,951,101 | | | | 106,779 | | | | 1,731,300 | | | | 9,054,947 | | | | 10,786,247 | | | | 1,946,308 | | | | 8,839,939 | | | | — | | | | 1998 | (A) |
| NORTH POINT SHOPPING CENTER | | | 1,935,380 | | | | 7,800,746 | | | | 243,325 | | | | 1,935,380 | | | | 8,044,071 | | | | 9,979,451 | | | | 1,642,062 | | | | 8,337,389 | | | | 6,876,989 | | | | 1998 | (A) |
| KIRKWOOD | | | — | | | | 9,704,005 | | | | 10,644,466 | | | | — | | | | 20,348,471 | | | | 20,348,471 | | | | 4,499,026 | | | | 15,849,445 | | | | — | | | | 1998 | (A) |
| KANSAS CITY | | | 574,777 | | | | 2,971,191 | | | | 246,276 | | | | 574,777 | | | | 3,217,467 | | | | 3,792,244 | | | | 741,642 | | | | 3,050,603 | | | | — | | | | 1997 | (A) |
| LEMAY | | | 125,879 | | | | 503,510 | | | | 3,271,994 | | | | 451,155 | | | | 3,450,228 | | | | 3,901,383 | | | | 642,690 | | | | 3,258,693 | | | | — | | | | 1974 | (C) |
| GRAVOIS | | | 1,032,416 | | | | 4,455,514 | | | | 10,766,773 | | | | 1,032,416 | | | | 15,222,287 | | | | 16,254,703 | | | | 6,011,879 | | | | 10,242,825 | | | | — | | | | 1972 | (C) |
| ST. CHARLES-UNDERDEVELOPED LAND, MO | | | 431,960 | | | | — | | | | 1,190,814 | | | | 863,920 | | | | 758,855 | | | | 1,622,774 | | | | 112,813 | | | | 1,509,961 | | | | — | | | | 1998 | (A) |
| SPRINGFIELD | | | 2,745,595 | | | | 10,985,778 | | | | 5,020,854 | | | | 2,904,022 | | | | 15,848,205 | | | | 18,752,227 | | | | 4,258,397 | | | | 14,493,830 | | | | — | | | | 1994 | (A) |
| KMART PARCEL | | | 905,674 | | | | 3,666,386 | | | | 4,933,942 | | | | 905,674 | | | | 8,600,328 | | | | 9,506,002 | | | | 929,021 | | | | 8,576,981 | | | | 2,711,372 | | | | 2002 | (A) |
| KRC ST. CHARLES | | | — | | | | 550,204 | | | | — | | | | — | | | | 550,204 | | | | 550,204 | | | | 112,862 | | | | 437,341 | | | | — | | | | 1998 | (A) |
| ST. LOUIS, CHRISTY BLVD. | | | 809,087 | | | | 4,430,514 | | | | 1,574,193 | | | | 809,087 | | | | 6,004,707 | | | | 6,813,794 | | | | 1,067,753 | | | | 5,746,041 | | | | — | | | | 1998 | (A) |
| OVERLAND | | | — | | | | 4,928,677 | | | | 723,008 | | | | — | | | | 5,651,685 | | | | 5,651,685 | | | | 1,228,803 | | | | 4,422,882 | | | | — | | | | 1997 | (A) |
| ST. LOUIS | | | — | | | | 5,756,736 | | | | 509,242 | | | | — | | | | 6,265,978 | | | | 6,265,978 | | | | 1,431,399 | | | | 4,834,579 | | | | — | | | | 1997 | (A) |
| ST. LOUIS | | | — | | | | 2,766,644 | | | | 93,298 | | | | — | | | | 2,859,942 | | | | 2,859,942 | | | | 665,321 | | | | 2,194,621 | | | | — | | | | 1997 | (A) |
| ST. PETERS | | | 1,182,194 | | | | 7,423,459 | | | | 6,973,151 | | | | 1,053,694 | | | | 14,525,110 | | | | 15,578,804 | | | | 4,272,381 | | | | 11,306,423 | | | | — | | | | 1997 | (A) |
| SPRINGFIELD,GLENSTONE AVE. | | | — | | | | 608,793 | | | | 1,706,851 | | | | — | | | | 2,315,644 | | | | 2,315,644 | | | | 364,074 | | | | 1,951,570 | | | | — | | | | 1998 | (A) |
| KDI-TURTLE CREEK | | | 11,535,281 | | | | — | | | | 30,998,666 | | | | 9,429,577 | | | | 31,281,970 | | | | 40,711,547 | | | | — | | | | 40,711,547 | | | | 30,866,914 | | | | 2004 | (C) |
| BURLINGTON COMMERCE PARK | | | 1,330,894 | | | | — | | | | (237,042 | ) | | | 1,093,852 | | | | — | | | | 1,093,852 | | | | — | | | | 1,093,852 | | | | — | | | | 2003 | (C) |
| CHARLOTTE | | | 919,251 | | | | 3,570,981 | | | | 1,056,129 | | | | 919,251 | | | | 4,627,110 | | | | 5,546,361 | | | | 1,318,718 | | | | 4,227,642 | | | | — | | | | 1995 | (A) |
| CHARLOTTE | | | 1,783,400 | | | | 7,139,131 | | | | 738,843 | | | | 1,783,400 | | | | 7,877,974 | | | | 9,661,374 | | | | 2,562,894 | | | | 7,098,480 | | | | — | | | | 1993 | (A) |
| TYVOLA RD. | | | — | | | | 4,736,345 | | | | 5,357,991 | | | | — | | | | 10,094,336 | | | | 10,094,336 | | | | 5,526,506 | | | | 4,567,831 | | | | — | | | | 1986 | (A) |
| CROSSROADS PLAZA | | | 767,864 | | | | 3,098,881 | | | | — | | | | 767,864 | | | | 3,098,881 | | | | 3,866,744 | | | | 437,130 | | | | 3,429,615 | | | | — | | | | 2000 | (A) |
| KIMCO CARY 696, INC. | | | 2,180,000 | | | | 8,756,865 | | | | 405,993 | | | | 2,256,799 | | | | 9,086,059 | | | | 11,342,858 | | | | 2,005,422 | | | | 9,337,436 | | | | — | | | | 1998 | (A) |
| DURHAM | | | 1,882,800 | | | | 7,551,576 | | | | 1,318,543 | | | | 1,882,800 | | | | 8,870,119 | | | | 10,752,919 | | | | 2,338,380 | | | | 8,414,539 | | | | — | | | | 1996 | (A) |
| LANDMARK STATION S.C. | | | 1,200,000 | | | | 4,808,785 | | | | 264,027 | | | | 1,200,000 | | | | 5,072,812 | | | | 6,272,812 | | | | 928,968 | | | | 5,343,844 | | | | — | | | | 1999 | (A) |
| HILLSBOROUGH CROSSING | | | 2,750,820 | | | | — | | | | (2,231,425 | ) | | | 519,395 | | | | — | | | | 519,395 | | | | — | | | | 519,395 | | | | — | | | | 2003 | (A) |
| SHOPPES AT MIDWAY PLANTATION | | | 6,681,212 | | | | — | | | | 17,215,720 | | | | 6,393,384 | | | | 24,451,025 | | | | 30,844,409 | | | | — | | | | 30,844,409 | | | | 25,526,045 | | | | 2005 | (C) |
| RALEIGH | | | 5,208,885 | | | | 20,885,792 | | | | 9,177,798 | | | | 5,208,885 | | | | 30,063,590 | | | | 35,272,475 | | | | 7,509,272 | | | | 27,763,203 | | | | — | | | | 1993 | (A) |
| WAKEFIELD COMMONS II | | | 6,506,450 | | | | — | | | | (3,237,167 | ) | | | 2,357,636 | | | | 911,647 | | | | 3,269,283 | | | | — | | | | 3,269,283 | | | | — | | | | 2001 | (C) |
| WAKEFIELD CROSSINGS | | | 3,413,932 | | | | — | | | | (2,655,215 | ) | | | 591,362 | | | | 167,355 | | | | 758,717 | | | | — | | | | 758,717 | | | | — | | | | 2001 | (C) |
| EDGEWATER PLACE | | | 3,150,000 | | | | — | | | | 8,508,755 | | | | 3,062,768 | | | | 8,595,987 | | | | 11,658,755 | | | | — | | | | 11,658,755 | | | | 9,313,298 | | | | 2003 | (C) |
| WINSTON-SALEM | | | 540,667 | | | | 719,655 | | | | 5,064,520 | | | | 540,667 | | | | 5,784,175 | | | | 6,324,842 | | | | 2,330,546 | | | | 3,994,295 | | | | — | | | | 1969 | (C) |
| SORENSON PARK PLAZA | | | 5,104,294 | | | | — | | | | 21,186,765 | | | | 4,484,739 | | | | 32,665,176 | | | | 37,149,915 | | | | — | | | | 37,149,915 | | | | — | | | | 2005 | (C) |
| NEW LONDON CENTER | | | 4,323,827 | | | | 10,088,930 | | | | 85,815 | | | | 4,323,827 | | | | 11,097,161 | | | | 15,420,988 | | | | 443,828 | | | | 14,977,160 | | | | — | | | | 2005 | (A) |
| ROCKINGHAM | | | 2,660,915 | | | | 10,643,660 | | | | 10,368,382 | | | | 2,660,915 | | | | 21,012,042 | | | | 23,672,957 | | | | 5,569,404 | | | | 18,103,553 | | | | — | | | | 1994 | (A) |
| BRIDGEWATER NJ | | | 1,982,481 | | | | (3,666,959 | ) | | | 3,443,995 | | | | 1,982,481 | | | | 5,200,423 | | | | 7,182,904 | | | | 2,168,623 | | | | 5,014,282 | | | | — | | | | 1998 | (C) |
| BAYONNE BROADWAY | | | 1,434,737 | | | | 3,347,719 | | | | — | | | | 1,434,737 | | | | 6,149,103 | | | | 7,583,839 | | | | 383,994 | | | | 7,199,846 | | | | — | | | | 2004 | (A) |
| BRICKTOWN PLAZA | | | 344,884 | | | | 1,008,941 | | | | — | | | | 344,884 | | | | 1,008,941 | | | | 1,353,826 | | | | 29,050 | | | | 1,324,775 | | | | — | | | | 2005 | (A) |
| BRIDGEWATER PLAZA | | | 350,705 | | | | 1,361,524 | | | | 101,306 | | | | 350,705 | | | | 1,462,830 | | | | 1,813,535 | | | | 36,161 | | | | 1,777,374 | | | | — | | | | 2005 | (A) |
| CHERRY HILL | | | 2,417,583 | | | | 6,364,094 | | | | 1,315,749 | | | | 2,417,583 | | | | 7,679,843 | | | | 10,097,426 | | | | 4,628,717 | | | | 5,468,709 | | | | — | | | | 1985 | (C) |
| MARLTON PIKE | | | — | | | | 4,318,534 | | | | — | | | | — | | | | 4,318,534 | | | | 4,318,534 | | | | 1,144,227 | | | | 3,174,307 | | | | — | | | | 1996 | (A) |
| CINNAMINSON | | | 652,123 | | | | 2,608,491 | | | | 2,617,003 | | | | 652,123 | | | | 5,225,494 | | | | 5,877,617 | | | | 1,215,918 | | | | 4,661,699 | | | | — | | | | 1996 | (A) |
| DEBTFORD PLAZA | | | 221,316 | | | | 962,891 | | | | 3,809,954 | | | | 930,785 | | | | 4,063,377 | | | | 4,994,162 | | | | 20,590 | | | | 4,973,572 | | | | — | | | | 2005 | (A) |
| HILLSBOROUGH | | | 11,886,809 | | | | — | | | | (6,880,755 | ) | | | 5,006,054 | | | | — | | | | 5,006,054 | | | | — | | | | 5,006,054 | | | | — | | | | 2001 | (C) |
| HOLMDEL TOWNE CENTER | | | 10,824,624 | | | | 43,301,494 | | | | 920,225 | | | | 10,824,624 | | | | 44,221,719 | | | | 55,046,343 | | | | 4,509,215 | | | | 50,537,128 | | | | — | | | | 2002 | (A) |
| HOLMDEL COMMONS | | | 16,537,556 | | | | 38,759,952 | | | | 173,617 | | | | 16,537,556 | | | | 42,355,514 | | | | 58,893,070 | | | | 4,029,333 | | | | 54,863,737 | | | | — | | | | 2004 | (A) |
| HOWELL PLAZA | | | 311,384 | | | | 1,143,159 | | | | 372,545 | | | | 311,384 | | | | 1,515,704 | | | | 1,827,088 | | | | 32,321 | | | | 1,794,767 | | | | — | | | | 2005 | (A) |
| KENVILLE PLAZA | | | 385,907 | | | | 1,209,864 | | | | 913 | | | | 385,907 | | | | 1,210,777 | | | | 1,596,684 | | | | 47,324 | | | | 1,549,360 | | | | — | | | | 2005 | (A) |
| STRAUSS DISCOUNT AUTO | | | 1,225,294 | | | | 91,203 | | | | 1,528,655 | | | | 1,228,794 | | | | 1,616,358 | | | | 2,845,153 | | | | 138,195 | | | | 2,706,957 | | | | — | | | | 2002 | (A) |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | INITIAL COST | | | | | | | | | | | | | | | | | | | | | | | TOTAL COST, | | | | | | | DATE OF | |
| | | | | | | BUILDING AND | | | SUBSEQUENT | | | | | | | BUILDINGS AND | | | | | | | ACCUMULATED | | | NET OF ACCUMULATED | | | | | | | CONSTRUCTION(C) | |
| PROPERTIES | | LAND | | | IMPROVEMENT | | | TO ACQUISITION | | | LAND | | | IMPROVEMENTS | | | TOTAL | | | DEPRECIATION | | | DEPRECIATION | | | ENCUMBRANCES | | | ACQUISITION(A) | |
| NORTH BRUNSWICK | | | 3,204,978 | | | | 12,819,912 | | | | 13,855,228 | | | | 3,204,978 | | | | 26,675,140 | | | | 29,880,118 | | | | 7,060,995 | | | | 22,819,123 | | | | — | | | | 1994 | (A) |
| PISCATAWAY TOWN CENTER | | | 3,851,839 | | | | 15,410,851 | | | | 304,718 | | | | 3,851,839 | | | | 15,715,569 | | | | 19,567,408 | | | | 3,426,430 | | | | 16,140,978 | | | | — | | | | 1998 | (A) |
| RIDGEWOOD | | | 450,000 | | | | 2,106,566 | | | | 991,591 | | | | 450,000 | | | | 3,098,157 | | | | 3,548,157 | | | | 821,885 | | | | 2,726,272 | | | | — | | | | 1993 | (A) |
| SEA GIRT PLAZA | | | 457,039 | | | | 1,308,010 | | | | 126,595 | | | | 457,039 | | | | 1,434,605 | | | | 1,891,644 | | | | 26,019 | | | | 1,865,624 | | | | — | | | | 2005 | (A) |
| WESTMONT | | | 601,655 | | | | 2,404,604 | | | | 9,714,226 | | | | 601,655 | | | | 12,118,830 | | | | 12,720,485 | | | | 2,895,750 | | | | 9,824,735 | | | | — | | | | 1994 | (A) |
| WEST LONG BRANCH PLAZA | | | 64,976 | | | | 1,700,782 | | | | 134,157 | | | | 64,976 | | | | 1,834,939 | | | | 1,899,915 | | | | 9,021 | | | | 1,890,894 | | | | — | | | | 2005 | (A) |
| SYCAMORE PLAZA | | | 1,404,443 | | | | 5,613,270 | | | | 258,749 | | | | 1,404,443 | | | | 5,872,019 | | | | 7,276,462 | | | | 1,391,821 | | | | 5,884,641 | | | | — | | | | 1998 | (A) |
| PLAZA PASEO DEL-NORTE | | | 4,653,197 | | | | 18,633,584 | | | | 408,760 | | | | 4,653,197 | | | | 19,042,344 | | | | 23,695,541 | | | | 4,193,272 | | | | 19,502,268 | | | | — | | | | 1998 | (A) |
| JUAN TABO, ALBUQUERQUE | | | 1,141,200 | | | | 4,566,817 | | | | 293,273 | | | | 1,141,200 | | | | 4,860,090 | | | | 6,001,290 | | | | 1,033,782 | | | | 4,967,508 | | | | — | | | | 1998 | (A) |
| COMP USA CENTER | | | 2,581,908 | | | | 5,798,092 | | | | — | | | | 2,581,908 | | | | 6,199,596 | | | | 8,781,504 | | | | 1,093,128 | | | | 7,688,376 | | | | 3,625,367 | | | | 2006 | (A) |
| DEL MONTE PLAZA | | | 2,489,429 | | | | 5,590,415 | | | | — | | | | 2,489,429 | | | | 5,609,915 | | | | 8,099,344 | | | | 250,528 | | | | 7,848,817 | | | | 4,780,807 | | | | 2006 | (A) |
| KEY BANK BUILDING | | | 1,500,000 | | | | 40,834,553 | | | | — | | | | 1,500,000 | | | | 40,834,553 | | | | 42,334,553 | | | | 890,898 | | | | 41,443,656 | | | | 34,728,563 | | | | 2006 | (A) |
| BRIDGEHAMPTON | | | 1,811,752 | | | | 3,107,232 | | | | 23,212,279 | | | | 1,811,752 | | | | 26,319,511 | | | | 28,131,263 | | | | 10,736,369 | | | | 17,394,893 | | | | — | | | | 1972 | (C) |
| TWO GUYS AUTO GLASS | | | 105,497 | | | | 436,714 | | | | — | | | | 105,497 | | | | 436,714 | | | | 542,211 | | | | 41,964 | | | | 500,247 | | | | — | | | | 2003 | (A) |
| GENOVESE DRUG STORE | | | 564,097 | | | | 2,268,768 | | | | — | | | | 564,097 | | | | 2,268,768 | | | | 2,832,865 | | | | 218,446 | | | | 2,614,419 | | | | — | | | | 2003 | (A) |
| KINGS HIGHWAY | | | 2,743,820 | | | | 6,811,268 | | | | 91,934 | | | | 2,743,820 | | | | 7,681,681 | | | | 10,425,501 | | | | 639,118 | | | | 9,786,383 | | | | 2,995,114 | | | | 2004 | (A) |
| HOMEPORT-RALPH AVENUE | | | 4,414,466 | | | | 11,339,857 | | | | 29,407 | | | | 4,414,466 | | | | 14,416,868 | | | | 18,831,334 | | | | 910,281 | | | | 17,921,053 | | | | 6,423,450 | | | | 2004 | (A) |
| BAYRIDGE | | | 2,569,768 | | | | 6,251,197 | | | | 7,910 | | | | 2,569,768 | | | | 12,419,230 | | | | 14,988,997 | | | | 740,373 | | | | 14,248,625 | | | | 4,063,657 | | | | 2004 | (A) |
| BELLMORE | | | 1,272,269 | | | | 3,183,547 | | | | — | | | | 1,272,269 | | | | 3,565,350 | | | | 4,837,619 | | | | 268,517 | | | | 4,569,102 | | | | 994,679 | | | | 2004 | (A) |
| STRAUSS CASTLE HILL PLAZA | | | 310,864 | | | | 725,350 | | | | 0 | | | | 310,864 | | | | 967,178 | | | | 1,278,042 | | | | 38,435 | | | | 1,239,607 | | | | — | | | | 2005 | (A) |
| STRAUSS UTICA AVENUE | | | 347,633 | | | | 811,144 | | | | — | | | | 347,633 | | | | 1,081,575 | | | | 1,429,208 | | | | 42,982 | | | | 1,386,226 | | | | — | | | | 2005 | (A) |
| MARKET AT BAY SHORE | | | 12,359,621 | | | | 30,707,802 | | | | — | | | | 12,359,621 | | | | 33,344,521 | | | | 45,704,142 | | | | 1,228,332 | | | | 44,475,810 | | | | 15,743,692 | | | | 2006 | (A) |
| KING KULLEN PLAZA | | | 5,968,082 | | | | 23,243,404 | | | | 872,739 | | | | 5,968,082 | | | | 24,116,143 | | | | 30,084,225 | | | | 5,792,380 | | | | 24,291,846 | | | | — | | | | 1998 | (A) |
| KDI-CENTRAL ISLIP TOWN CENTER | | | 13,733,950 | | | | 1,266,050 | | | | (4,055,273 | ) | | | 5,088,852 | | | | 5,855,875 | | | | 10,944,727 | | | | — | | | | 10,944,727 | | | | 9,380,000 | | | | 2004 | (C) |
| PATHMARK SC | | | 6,714,664 | | | | 17,359,161 | | | | — | | | | 6,714,664 | | | | 18,791,623 | | | | 25,506,287 | | | | 426,342 | | | | 25,079,945 | | | | 7,556,933 | | | | 2006 | (A) |
| ELMONT | | | 3,011,658 | | | | 7,606,066 | | | | 12,500 | | | | 3,011,658 | | | | 9,791,389 | | | | 12,803,047 | | | | 711,448 | | | | 12,091,599 | | | | 3,674,675 | | | | 2004 | (A) |
| ELMONT PLAZA | | | — | | | | 230,118 | | | | 2,097,597 | | | | — | | | | 2,327,715 | | | | 2,327,715 | | | | — | | | | 2,327,715 | | | | — | | | | 2005 | (A) |
| FRANKLIN SQUARE | | | 1,078,541 | | | | 2,516,581 | | | | — | | | | 1,078,541 | | | | 5,148,300 | | | | 6,226,841 | | | | 317,098 | | | | 5,909,742 | | | | — | | | | 2004 | (A) |
| HAMPTON BAYS | | | 1,495,105 | | | | 5,979,320 | | | | 200,028 | | | | 1,495,105 | | | | 6,179,348 | | | | 7,674,453 | | | | 3,295,931 | | | | 4,378,522 | | | | — | | | | 1989 | (A) |
| HICKSVILLE | | | 3,542,739 | | | | 8,266,375 | | | | — | | | | 3,542,739 | | | | 9,346,754 | | | | 12,889,493 | | | | 689,168 | | | | 12,200,325 | | | | — | | | | 2004 | (A) |
| STRAUSS LIBERTY AVENUE | | | 305,969 | | | | 713,927 | | | | — | | | | 305,969 | | | | 952,623 | | | | 1,258,592 | | | | 37,112 | | | | 1,221,479 | | | | — | | | | 2005 | (A) |
| DOUGLASTON SHOPPING CENTER | | | 3,277,254 | | | | 13,161,218 | | | | 54,282 | | | | 3,277,254 | | | | 13,215,500 | | | | 16,492,754 | | | | 1,268,659 | | | | 15,224,095 | | | | — | | | | 2003 | (A) |
| STRAUSS MERRICK BLVD | | | 450,582 | | | | 1,051,359 | | | | — | | | | 450,582 | | | | 1,402,872 | | | | 1,853,454 | | | | 55,750 | | | | 1,797,704 | | | | — | | | | 2005 | (A) |
| MANHASSET VENTURE LLC | | | 4,567,003 | | | | 19,165,808 | | | | 25,643,839 | | | | 4,421,939 | | | | 44,954,711 | | | | 49,376,650 | | | | 6,967,831 | | | | 42,408,819 | | | | — | | | | 1999 | (A) |
| MASPETH QUEENS-DUANE READE | | | 1,872,013 | | | | 4,827,940 | | | | — | | | | 1,872,013 | | | | 5,759,126 | | | | 7,631,139 | | | | 395,421 | | | | 7,235,718 | | | | 2,919,604 | | | | 2004 | (A) |
| MASSAPEQUA | | | 1,880,816 | | | | 4,388,549 | | | | 10,400 | | | | 1,880,816 | | | | 5,340,410 | | | | 7,221,226 | | | | 430,160 | | | | 6,791,066 | | | | — | | | | 2004 | (A) |
| STRAUSS EAST 14TH STREET | | | 1,455,653 | | | | 3,396,523 | | | | — | | | | 1,455,653 | | | | 4,523,534 | | | | 5,979,187 | | | | 176,226 | | | | 5,802,961 | | | | — | | | | 2005 | (A) |
| 367-369 BLEEKER STREET | | | 1,425,000 | | | | 4,958,097 | | | | (1,015,820 | ) | | | 1,051,787 | | | | 4,315,490 | | | | 5,367,277 | | | | 114,105 | | | | 5,253,172 | | | | 1,208,509 | | | | 2004 | (A) |
| 92 PERRY STREET | | | 2,106,250 | | | | 6,318,750 | | | | 1,079,222 | | | | 2,106,250 | | | | 7,397,972 | | | | 9,504,222 | | | | 313,184 | | | | 9,191,038 | | | | 6,850,000 | | | | 2005 | (A) |
| 37 GREENWICH STREET | | | 800,000 | | | | 2,400,000 | | | | 820,652 | | | | 800,000 | | | | 3,220,652 | | | | 4,020,652 | | | | 164,164 | | | | 3,856,488 | | | | 2,208,125 | | | | 2005 | (A) |
| 82 CHRISTOPHER STREET | | | 972,813 | | | | 2,974,676 | | | | 262,894 | | | | 972,813 | | | | 3,237,570 | | | | 4,210,382 | | | | 88,521 | | | | 4,121,861 | | | | 3,080,995 | | | | 2005 | (A) |
| 625 BROADWAY | | | 11,171,756 | | | | 26,107,291 | | | | — | | | | 11,171,756 | | | | 26,107,291 | | | | 37,279,047 | | | | 642,577 | | | | 36,636,470 | | | | 27,750,000 | | | | 2006 | (A) |
| 387 BLEEKER STREET | | | 925,875 | | | | 3,072,608 | | | | — | | | | 925,875 | | | | 3,072,608 | | | | 3,998,483 | | | | 67,252 | | | | 3,931,232 | | | | 2,960,000 | | | | 2006 | (A) |
| 19 GREENWICH STREET | | | 1,262,500 | | | | 3,930,801 | | | | — | | | | 1,262,500 | | | | 3,930,801 | | | | 5,193,301 | | | | 32,287 | | | | 5,161,014 | | | | 4,040,000 | | | | 2006 | (A) |
| PREF. EQUITY 100 VANDAM | | | 5,125,000 | | | | 16,143,321 | | | | — | | | | 5,125,000 | | | | 16,143,321 | | | | 21,268,321 | | | | 70,086 | | | | 21,198,235 | | | | 16,400,000 | | | | 2006 | (A) |
| AMERICAN MUFFLER SHOP | | | 76,056 | | | | 325,567 | | | | — | | | | 76,056 | | | | 325,567 | | | | 401,624 | | | | 31,216 | | | | 370,408 | | | | — | | | | 2003 | (A) |
| PLAINVIEW | | | 263,693 | | | | 584,031 | | | | 9,737,515 | | | | 263,693 | | | | 10,321,546 | | | | 10,585,239 | | | | 3,865,239 | | | | 6,720,000 | | | | — | | | | 1969 | (C) |
| POUGHKEEPSIE | | | 876,548 | | | | 4,695,659 | | | | 12,592,263 | | | | 876,548 | | | | 17,287,922 | | | | 18,164,470 | | | | 6,602,635 | | | | 11,561,835 | | | | — | | | | 1972 | (C) |
| STRAUSS JAMAICA AVENUE | | | 1,109,714 | | | | 2,589,333 | | | | — | | | | 1,109,714 | | | | 3,185,511 | | | | 4,295,225 | | | | 124,032 | | | | 4,171,193 | | | | — | | | | 2005 | (A) |
| SYOSSET, NY | | | 106,655 | | | | 76,197 | | | | 1,572,763 | | | | 106,655 | | | | 1,542,305 | | | | 1,648,960 | | | | 743,561 | | | | 905,398 | | | | — | | | | 1990 | (C) |
| STATEN ISLAND | | | 2,280,000 | | | | 9,027,951 | | | | 5,111,389 | | | | 2,280,000 | | | | 14,139,340 | | | | 16,419,340 | | | | 6,584,158 | | | | 9,835,182 | | | | — | | | | 1989 | (A) |
| STATEN ISLAND | | | 2,940,000 | | | | 11,811,964 | | | | 979,416 | | | | 3,148,424 | | | | 12,582,956 | | | | 15,731,380 | | | | 2,871,010 | | | | 12,860,370 | | | | 1,026,036 | | | | 1997 | (A) |
| STATEN ISLAND PLAZA | | | 5,600,744 | | | | 6,788,460 | | | | 206,870 | | | | 5,600,744 | | | | 6,995,330 | | | | 12,596,073 | | | | 63,076 | | | | 12,532,997 | | | | — | | | | 2005 | (A) |
| HYLAN PLAZA | | | 28,723,536 | | | | 38,232,267 | | | | — | | | | 28,723,536 | | | | 71,565,974 | | | | 100,289,510 | | | | 3,737,195 | | | | 96,552,315 | | | | — | | | | 2006 | (A) |
| STOP N SHOP STATEN ISLAND | | | 4,558,592 | | | | 10,441,408 | | | | — | | | | 4,558,592 | | | | 10,597,256 | | | | 15,155,848 | | | | 761,060 | | | | 14,394,788 | | | | — | | | | 2005 | (A) |
| WEST GATES | | | 1,784,718 | | | | 9,721,970 | | | | (2,043,308 | ) | | | 1,784,718 | | | | 7,678,662 | | | | 9,463,380 | | | | 3,151,151 | | | | 6,312,228 | | | | — | | | | 1993 | (A) |
| WHITE PLAINS | | | 1,777,775 | | | | 4,453,894 | | | | 92,200 | | | | 1,777,775 | | | | 6,461,999 | | | | 8,239,774 | | | | 556,070 | | | | 7,683,704 | | | | 3,660,577 | | | | 2004 | (A) |
| YONKERS | | | 871,977 | | | | 3,487,909 | | | | — | | | | 871,977 | | | | 3,487,909 | | | | 4,359,886 | | | | 1,028,858 | | | | 3,331,028 | | | | — | | | | 1998 | (A) |
| STRAUSS ROMAINE AVENUE | | | 782,459 | | | | 1,825,737 | | | | — | | | | 782,459 | | | | 2,436,158 | | | | 3,218,617 | | | | 96,813 | | | | 3,121,804 | | | | — | | | | 2005 | (A) |
| AKRON WATERLOO | | | 437,277 | | | | 1,912,222 | | | | 4,113,885 | | | | 437,277 | | | | 6,026,107 | | | | 6,463,384 | | | | 2,432,440 | | | | 4,030,944 | | | | — | | | | 1975 | (C) |
| WEST MARKET ST. | | | 560,255 | | | | 3,909,430 | | | | 230,155 | | | | 560,255 | | | | 4,139,585 | | | | 4,699,840 | | | | 2,289,775 | | | | 2,410,065 | | | | — | | | | 1999 | (A) |
| BARBERTON | | | 505,590 | | | | 1,948,135 | | | | 3,326,621 | | | | 505,590 | | | | 5,274,756 | | | | 5,780,346 | | | | 2,226,968 | | | | 3,553,378 | | | | — | | | | 1972 | (C) |
| BRUNSWICK | | | 771,765 | | | | 6,058,560 | | | | 852,717 | | | | 771,765 | | | | 6,911,277 | | | | 7,683,042 | | | | 5,734,804 | | | | 1,948,238 | | | | — | | | | 1975 | (C) |
| BEAVERCREEK | | | 635,228 | | | | 3,024,722 | | | | 3,082,832 | | | | 635,228 | | | | 6,107,554 | | | | 6,742,782 | | | | 4,121,534 | | | | 2,621,249 | | | | — | | | | 1986 | (A) |
| CANTON | | | 792,985 | | | | 1,459,031 | | | | 4,695,392 | | | | 792,985 | | | | 6,154,423 | | | | 6,947,408 | | | | 3,816,062 | | | | 3,131,346 | | | | — | | | | 1972 | (C) |
| CAMBRIDGE | | | — | | | | 1,848,195 | | | | 944,192 | | | | 473,060 | | | | 2,319,327 | | | | 2,792,387 | | | | 1,970,902 | | | | 821,485 | | | | — | | | | 1973 | (C) |
| MORSE RD. | | | 835,386 | | | | 2,097,600 | | | | 2,755,845 | | | | 835,386 | | | | 4,853,445 | | | | 5,688,831 | | | | 2,533,696 | | | | 3,155,135 | | | | — | | | | 1988 | (A) |
125
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | INITIAL COST | | | | | | | | | | | | | | | | | | | | | | | TOTAL COST, | | | | | | | DATE OF | |
| | | | | | | BUILDING AND | | | SUBSEQUENT | | | | | | | BUILDINGS AND | | | | | | | ACCUMULATED | | | NET OF ACCUMULATED | | | | | | | CONSTRUCTION(C) | |
| PROPERTIES | | LAND | | | IMPROVEMENT | | | TO ACQUISITION | | | LAND | | | IMPROVEMENTS | | | TOTAL | | | DEPRECIATION | | | DEPRECIATION | | | ENCUMBRANCES | | | ACQUISITION(A) | |
| HAMILTON RD. | | | 856,178 | | | | 2,195,520 | | | | 3,844,831 | | | | 856,178 | | | | 6,040,351 | | | | 6,896,529 | | | | 2,988,260 | | | | 3,908,269 | | | | — | | | | 1988 | (A) |
| OLENTANGY RIVER RD. | | | 764,517 | | | | 1,833,600 | | | | 2,340,830 | | | | 764,517 | | | | 4,174,430 | | | | 4,938,947 | | | | 2,607,867 | | | | 2,331,080 | | | | — | | | | 1988 | (A) |
| W. BROAD ST. | | | 982,464 | | | | 3,929,856 | | | | 3,177,920 | | | | 969,804 | | | | 7,120,436 | | | | 8,090,240 | | | | 3,472,437 | | | | 4,617,803 | | | | — | | | | 1988 | (A) |
| RIDGE ROAD | | | 1,285,213 | | | | 4,712,358 | | | | 10,596,361 | | | | 1,285,213 | | | | 15,308,719 | | | | 16,593,932 | | | | 3,704,743 | | | | 12,889,189 | | | | — | | | | 1992 | (A) |
| GLENWAY AVE | | | 530,243 | | | | 3,788,189 | | | | 527,010 | | | | 530,243 | | | | 4,315,198 | | | | 4,845,441 | | | | 2,400,385 | | | | 2,445,056 | | | | — | | | | 1999 | (A) |
| SPRINGDALE | | | 3,205,653 | | | | 14,619,732 | | | | 5,281,146 | | | | 3,205,653 | | | | 19,900,878 | | | | 23,106,531 | | | | 8,429,273 | | | | 14,677,258 | | | | — | | | | 1992 | (A) |
| GLENWAY CROSSING | | | 699,359 | | | | 3,112,047 | | | | 1,232,339 | | | | 699,359 | | | | 4,344,386 | | | | 5,043,745 | | | | 606,756 | | | | 4,436,989 | | | | — | | | | 2000 | (A) |
| HIGHLAND RIDGE PLAZA | | | 1,540,000 | | | | 6,178,398 | | | | 141,991 | | | | 1,540,000 | | | | 6,320,389 | | | | 7,860,389 | | | | 1,144,372 | | | | 6,716,017 | | | | — | | | | 1999 | (A) |
| HIGHLAND PLAZA | | | 702,074 | | | | 667,463 | | | | 62,771 | | | | 702,074 | | | | 730,234 | | | | 1,432,308 | | | | 16,045 | | | | 1,416,263 | | | | — | | | | 2005 | (A) |
| MONTGOMERY PLAZA | | | 530,893 | | | | 1,302,656 | | | | 101,300 | | | | 530,893 | | | | 1,403,956 | | | | 1,934,849 | | | | 37,625 | | | | 1,897,224 | | | | — | | | | 2005 | (A) |
| SHILOH SPRING RD. | | | — | | | | 1,735,836 | | | | 2,115,145 | | | | — | | | | 3,850,981 | | | | 3,850,981 | | | | 2,471,209 | | | | 1,379,772 | | | | — | | | | 1969 | (C) |
| OAKCREEK | | | 1,245,870 | | | | 4,339,637 | | | | 4,247,233 | | | | 1,245,870 | | | | 8,586,870 | | | | 9,832,740 | | | | 4,835,711 | | | | 4,997,029 | | | | — | | | | 1984 | (A) |
| SALEM AVE. | | | 665,314 | | | | 347,818 | | | | 5,427,664 | | | | 665,314 | | | | 5,775,482 | | | | 6,440,796 | | | | 2,775,623 | | | | 3,665,173 | | | | — | | | | 1988 | (A) |
| KETTERING | | | 1,190,496 | | | | 4,761,984 | | | | 681,244 | | | | 1,190,496 | | | | 5,443,228 | | | | 6,633,724 | | | | 2,961,406 | | | | 3,672,318 | | | | — | | | | 1988 | (A) |
| KENT, OH | | | 6,254 | | | | 3,028,914 | | | | — | | | | 6,254 | | | | 3,028,914 | | | | 3,035,168 | | | | 1,382,403 | | | | 1,652,766 | | | | — | | | | 1999 | (A) |
| KENT | | | 2,261,530 | | | | — | | | | — | | | | 2,261,530 | | | | — | | | | 2,261,530 | | | | — | | | | 2,261,530 | | | | — | | | | 1995 | (A) |
| MENTOR | | | 503,981 | | | | 2,455,926 | | | | 2,141,841 | | | | 480,945 | | | | 4,620,804 | | | | 5,101,748 | | | | 2,115,976 | | | | 2,985,773 | | | | — | | | | 1987 | (A) |
| MIDDLEBURG HEIGHTS | | | 639,542 | | | | 3,783,096 | | | | 1,794,990 | | | | 639,542 | | | | 5,578,085 | | | | 6,217,627 | | | | 2,339,453 | | | | 3,878,174 | | | | — | | | | 1999 | (A) |
| MENTOR ERIE COMMONS. | | | 2,234,474 | | | | 9,648,000 | | | | 5,226,308 | | | | 2,234,474 | | | | 14,874,308 | | | | 17,108,782 | | | | 6,185,190 | | | | 10,923,593 | | | | — | | | | 1988 | (A) |
| MALLWOODS CENTER | | | 294,232 | | | | — | | | | (496,786 | ) | | | 294,232 | | | | 1,184,543 | | | | 1,478,775 | | | | 126,755 | | | | 1,352,020 | | | | — | | | | 1999 | (C) |
| NORTH OLMSTED | | | 626,818 | | | | 3,712,045 | | | | 35,000 | | | | 626,818 | | | | 3,747,045 | | | | 4,373,862 | | | | 1,941,540 | | | | 2,432,323 | | | | — | | | | 1999 | (A) |
| ORANGE OHIO | | | 3,783,875 | | | | — | | | | (2,494,268 | ) | | | 921,704 | | | | 367,904 | | | | 1,289,608 | | | | — | | | | 1,289,608 | | | | — | | | | 2001 | (C) |
| UPPER ARLINGTON | | | 504,256 | | | | 2,198,476 | | | | 8,858,290 | | | | 1,255,544 | | | | 10,305,478 | | | | 11,561,022 | | | | 6,069,265 | | | | 5,491,757 | | | | — | | | | 1969 | (C) |
| WICKLIFFE | | | 610,991 | | | | 2,471,965 | | | | 1,412,913 | | | | 610,991 | | | | 3,884,878 | | | | 4,495,869 | | | | 1,069,035 | | | | 3,426,834 | | | | — | | | | 1995 | (A) |
| CHARDON ROAD | | | 481,167 | | | | 5,947,751 | | | | 2,116,096 | | | | 481,167 | | | | 8,063,846 | | | | 8,545,014 | | | | 2,891,592 | | | | 5,653,422 | | | | — | | | | 1999 | (A) |
| WESTERVILLE | | | 1,050,431 | | | | 4,201,616 | | | | 7,674,134 | | | | 1,050,431 | | | | 11,875,750 | | | | 12,926,181 | | | | 4,357,398 | | | | 8,568,783 | | | | — | | | | 1988 | (A) |
| EDMOND | | | 477,036 | | | | 3,591,493 | | | | 8,900 | | | | 477,036 | | | | 3,600,393 | | | | 4,077,429 | | | | 819,267 | | | | 3,258,162 | | | | — | | | | 1997 | (A) |
| CENTENNIAL PLAZA | | | 4,650,634 | | | | 18,604,307 | | | | 1,195,555 | | | | 4,650,634 | | | | 19,799,862 | | | | 24,450,496 | | | | 4,473,623 | | | | 19,976,873 | | | | — | | | | 1998 | (A) |
| TULSA | | | 20,038 | | | | 80,101 | | | | 11,500 | | | | 20,038 | | | | 91,601 | | | | 111,639 | | | | 31,540 | | | | 80,099 | | | | — | | | | 1996 | (A) |
| KDI-MCMINNVILLE | | | 4,062,327 | | | | — | | | | 15,575 | | | | 4,062,327 | | | | 15,575 | | | | 4,077,902 | | | | — | | | | 4,077,902 | | | | — | | | | 2006 | (C) |
| ALLEGHENY | | | — | | | | 30,061,177 | | | | 59,094 | | | | — | | | | 30,120,271 | | | | 30,120,271 | | | | 1,787,030 | | | | 28,333,241 | | | | — | | | | 2004 | (A) |
| CHIPPEWA | | | 2,881,525 | | | | 11,526,101 | | | | 153,289 | | | | 2,881,525 | | | | 11,679,390 | | | | 14,560,916 | | | | 2,076,287 | | | | 12,484,629 | | | | 10,133,416 | | | | 2000 | (A) |
| BROOKHAVEN PLAZA | | | 254,694 | | | | 973,318 | | | | 95,158 | | | | 254,694 | | | | 1,068,476 | | | | 1,323,170 | | | | 20,978 | | | | 1,302,192 | | | | — | | | | 2005 | (A) |
| CARNEGIE | | | — | | | | 3,298,908 | | | | 17,747 | | | | — | | | | 3,316,655 | | | | 3,316,655 | | | | 595,297 | | | | 2,721,358 | | | | — | | | | 1999 | (A) |
| CENTER SQUARE | | | 731,888 | | | | 2,927,551 | | | | 1,105,299 | | | | 731,888 | | | | 4,032,850 | | | | 4,764,738 | | | | 1,103,925 | | | | 3,660,813 | | | | — | | | | 1996 | (A) |
| CHAMBERSBURG CROSSING | | | 9,090,288 | | | | — | | | | 12,228,092 | | | | 9,090,288 | | | | 12,228,092 | | | | 21,318,381 | | | | — | | | | 21,318,381 | | | | — | | | | 2006 | (C) |
| WEST MIFFLIN | | | 475,815 | | | | 1,903,231 | | | | 724,416 | | | | 475,815 | | | | 2,627,647 | | | | 3,103,462 | | | | 822,617 | | | | 2,280,845 | | | | — | | | | 1993 | (A) |
| EAST STROUDSBURG | | | 1,050,000 | | | | 2,372,628 | | | | 1,130,354 | | | | 1,050,000 | | | | 3,502,982 | | | | 4,552,982 | | | | 2,778,903 | | | | 1,774,079 | | | | — | | | | 1973 | (C) |
| EXTON | | | 176,666 | | | | 4,895,360 | | | | — | | | | 176,666 | | | | 4,895,360 | | | | 5,072,026 | | | | 878,655 | | | | 4,193,372 | | | | — | | | | 1999 | (A) |
| EXTON | | | 731,888 | | | | 2,927,551 | | | | — | | | | 731,888 | | | | 2,927,551 | | | | 3,659,439 | | | | 775,677 | | | | 2,883,762 | | | | — | | | | 1996 | (A) |
| EASTWICK | | | 889,001 | | | | 2,762,888 | | | | 3,074,728 | | | | 889,001 | | | | 6,228,275 | | | | 7,117,276 | | | | 1,485,463 | | | | 5,631,813 | | | | 4,424,640 | | | | 1997 | (A) |
| EXTON PLAZA | | | 294,378 | | | | 1,404,778 | | | | 543,604 | | | | 294,378 | | | | 1,948,382 | | | | 2,242,761 | | | | 22,247 | | | | 2,220,513 | | | | — | | | | 2005 | (A) |
| FEASTERVILLE | | | 520,521 | | | | 2,082,083 | | | | 38,692 | | | | 520,521 | | | | 2,120,775 | | | | 2,641,296 | | | | 549,352 | | | | 2,091,944 | | | | — | | | | 1996 | (A) |
| GETTYSBURG | | | 74,626 | | | | 671,630 | | | | 101,519 | | | | 74,626 | | | | 773,149 | | | | 847,775 | | | | 745,069 | | | | 102,706 | | | | — | | | | 1986 | (A) |
| HARRISBURG, PA | | | 452,888 | | | | 6,665,238 | | | | 3,929,363 | | | | 452,888 | | | | 10,594,600 | | | | 11,047,488 | | | | 4,940,524 | | | | 6,106,964 | | | | — | | | | 2002 | (A) |
| HAMBURG | | | 439,232 | | | | — | | | | 2,023,428 | | | | 494,982 | | | | 1,967,677 | | | | 2,462,660 | | | | 239,992 | | | | 2,222,667 | | | | 2,468,267 | | | | 2000 | (C) |
| HAVERTOWN | | | 731,888 | | | | 2,927,551 | | | | 73,609 | | | | 731,888 | | | | 3,001,160 | | | | 3,733,048 | | | | 775,677 | | | | 2,957,371 | | | | — | | | | 1996 | (A) |
| NORRISTOWN | | | 686,134 | | | | 2,664,535 | | | | 3,417,876 | | | | 774,084 | | | | 5,994,461 | | | | 6,768,545 | | | | 3,625,355 | | | | 3,143,190 | | | | — | | | | 1984 | (A) |
| NEW KENSINGTON | | | 521,945 | | | | 2,548,322 | | | | 676,040 | | | | 521,945 | | | | 3,224,362 | | | | 3,746,307 | | | | 2,800,815 | | | | 945,492 | | | | — | | | | 1986 | (A) |
| PHILADELPHIA | | | 731,888 | | | | 2,927,551 | | | | — | | | | 731,888 | | | | 2,927,551 | | | | 3,659,439 | | | | 775,677 | | | | 2,883,762 | | | | — | | | | 1996 | (A) |
| GALLERY, PHILADELPHIA PA | | | — | | | | — | | | | 258,931 | | | | — | | | | 258,931 | | | | 258,931 | | | | 9,154 | | | | 249,777 | | | | — | | | | 1996 | (A) |
| PHILADELPHIA PLAZA | | | 209,197 | | | | 1,373,843 | | | | 66,856 | | | | 209,197 | | | | 1,440,699 | | | | 1,649,896 | | | | 40,827 | | | | 1,609,068 | | | | — | | | | 2005 | (A) |
| STRAUSS WASHINGTON AVENUE | | | 424,659 | | | | 990,872 | | | | — | | | | 424,659 | | | | 1,459,693 | | | | 1,884,352 | | | | 58,068 | | | | 1,826,285 | | | | — | | | | 2005 | (A) |
| RICHBORO | | | 788,761 | | | | 3,155,044 | | | | 11,865,661 | | | | 976,439 | | | | 14,833,027 | | | | 15,809,466 | | | | 6,775,418 | | | | 9,034,047 | | | | — | | | | 1986 | (A) |
| SPRINGFIELD | | | 919,998 | | | | 4,981,589 | | | | 1,736,014 | | | | 919,998 | | | | 6,717,603 | | | | 7,637,601 | | | | 4,684,638 | | | | 2,952,964 | | | | — | | | | 1983 | (A) |
| UPPER DARBY | | | 231,821 | | | | 927,286 | | | | 4,859,638 | | | | 231,821 | | | | 5,715,674 | | | | 5,947,495 | | | | 1,344,901 | | | | 4,602,594 | | | | 3,476,502 | | | | 1996 | (A) |
| WEST MIFFLIN | | | 1,468,341 | | | | — | | | | — | | | | 1,468,341 | | | | — | | | | 1,468,341 | | | | — | | | | 1,468,341 | | | | — | | | | 1986 | (A) |
| WHITEHALL | | | — | | | | 5,195,577 | | | | 9,231 | | | | — | | | | 5,204,808 | | | | 5,204,808 | | | | 1,376,607 | | | | 3,828,201 | | | | — | | | | 1996 | (A) |
| E. PROSPECT ST. | | | 604,826 | | | | 2,755,314 | | | | 317,917 | | | | 604,826 | | | | 3,073,231 | | | | 3,678,057 | | | | 2,880,268 | | | | 797,789 | | | | — | | | | 1986 | (A) |
| W. MARKET ST. | | | 188,562 | | | | 1,158,307 | | | | — | | | | 188,562 | | | | 1,158,307 | | | | 1,346,869 | | | | 1,158,307 | | | | 188,562 | | | | — | | | | 1986 | (A) |
| REXVILLE TOWN CENTER | | | 24,872,982.01 | | | | 48,688,161 | | | | — | | | | 24,872,982 | | | | 53,998,328 | | | | 78,871,310 | | | | 377,877 | | | | 78,493,433 | | | | 42,451,136 | | | | 2006 | (A) |
| PLAZA CENTRO — COSTCO | | | 3,627,973.00 | | | | 10,752,213 | | | | — | | | | 3,627,973 | | | | 11,974,834 | | | | 15,602,807 | | | | 795,800 | | | | 14,807,006 | | | | — | | | | 2006 | (A) |
| PLAZA CENTRO — MALL | | | 19,873,263.00 | | | | 58,719,179 | | | | — | | | | 19,873,263 | | | | 65,414,868 | | | | 85,288,131 | | | | 4,358,182 | | | | 80,929,949 | | | | — | | | | 2006 | (A) |
| PLAZA CENTRO — RETAIL | | | 5,935,566.00 | | | | 16,509,748 | | | | — | | | | 5,935,566 | | | | 18,384,355 | | | | 24,319,921 | | | | 1,220,763 | | | | 23,099,158 | | | | — | | | | 2006 | (A) |
| PLAZA CENTRO — SAM’S CLUB | | | 6,643,224.27 | | | | 20,224,758 | | | | — | | | | 6,643,224 | | | | 20,224,758 | | | | 26,867,982 | | | | 1,262,925 | | | | 25,605,057 | | | | — | | | | 2006 | (A) |
| LOS COLOBOS — BUILDERS SQUARE | | | 4,404,593.26 | | | | 9,627,903 | | | | — | | | | 4,404,593 | | | | 9,627,903 | | | | 14,032,497 | | | | 363,367 | | | | 13,669,130 | | | | 7,304,699 | | | | 2006 | (A) |
| LOS COLOBOS — KMART | | | 4,594,943.60 | | | | 10,120,147 | | | | — | | | | 4,594,944 | | | | 12,644,125 | | | | 17,239,069 | | | | 379,270 | | | | 16,859,799 | | | | 7,315,466 | | | | 2006 | (A) |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | INITIAL COST | | | | | | | | | | | | | | | | | | | | | | | TOTAL COST, | | | | | | | DATE OF | |
| | | | | | | BUILDING AND | | | SUBSEQUENT | | | | | | | BUILDINGS AND | | | | | | | ACCUMULATED | | | NET OF ACCUMULATED | | | | | | | CONSTRUCTION(C) | |
| PROPERTIES | | LAND | | | IMPROVEMENT | | | TO ACQUISITION | | | LAND | | | IMPROVEMENTS | | | TOTAL | | | DEPRECIATION | | | DEPRECIATION | | | ENCUMBRANCES | | | ACQUISITION(A) | |
| LOS COLOBOS I | | | 12,890,882.27 | | | | 26,046,669 | | | | — | | | | 12,890,882 | | | | 26,046,669 | | | | 38,937,551 | | | | 1,640,275 | | | | 37,297,276 | | | | — | | | | 2006 | (A) |
| LOS COLOBOS II | | | 14,893,698.00 | | | | 30,680,556 | | | | — | | | | 14,893,698 | | | | 33,704,508 | | | | 48,598,206 | | | | 2,204,131 | | | | 46,394,075 | | | | — | | | | 2006 | (A) |
| WESTERN PLAZA — MAYAQUEZ ONE | | | 10,857,773.27 | | | | 12,252,522 | | | | — | | | | 10,857,773 | | | | 12,252,522 | | | | 23,110,295 | | | | 338,166 | | | | 22,772,129 | | | | 9,678,724 | | | | 2006 | (A) |
| WESTERN PLAZA — MAYAGUEZ TWO | | | 16,874,344.73 | | | | 19,911,045 | | | | — | | | | 16,874,345 | | | | 19,911,045 | | | | 36,785,390 | | | | 945,733 | | | | 35,839,657 | | | | 18,953,139 | | | | 2006 | (A) |
| MANATI VILLA MARIA SC | | | 2,781,446.91 | | | | 5,673,119 | | | | — | | | | 2,781,447 | | | | 6,276,755 | | | | 9,058,202 | | | | 315,766 | | | | 8,742,436 | | | | 5,213,411 | | | | 2006 | (A) |
| PONCE TOWN CENTER | | | 14,432,778.36 | | | | 28,448,754 | | | | — | | | | 14,432,778 | | | | 31,550,757 | | | | 45,983,535 | | | | 257,627 | | | | 45,725,908 | | | | 24,760,654 | | | | 2006 | (A) |
| TRUJILLO ALTO PLAZA | | | 12,053,673.25 | | | | 24,445,858 | | | | — | | | | 12,053,673 | | | | 24,445,858 | | | | 36,499,532 | | | | 786,770 | | | | 35,712,762 | | | | 15,058,522 | | | | 2006 | (A) |
| MARSHALL PLAZA, CRANSTON RI | | | 1,886,600 | | | | 7,575,302 | | | | 1,159,684 | | | | 1,886,600 | | | | 8,734,986 | | | | 10,621,586 | | | | 1,952,235 | | | | 8,669,351 | | | | — | | | | 1998 | (A) |
| CHARLESTON | | | 730,164 | | | | 3,132,092 | | | | 5,200,440 | | | | 730,164 | | | | 8,332,532 | | | | 9,062,696 | | | | 3,238,723 | | | | 5,823,973 | | | | — | | | | 1978 | (C) |
| CHARLESTON | | | 1,744,430 | | | | 6,986,094 | | | | 4,200,489 | | | | 1,744,430 | | | | 11,186,583 | | | | 12,931,013 | | | | 2,832,039 | | | | 10,098,974 | | | | — | | | | 1995 | (A) |
| FLORENCE | | | 1,465,661 | | | | 6,011,013 | | | | 124,757 | | | | 1,465,661 | | | | 6,135,770 | | | | 7,601,431 | | | | 1,456,806 | | | | 6,144,625 | | | | — | | | | 1997 | (A) |
| GREENVILLE | | | 2,209,812 | | | | 8,850,864 | | | | 2,728,910 | | | | 2,209,812 | | | | 11,579,774 | | | | 13,789,586 | | | | 2,095,501 | | | | 11,694,084 | | | | — | | | | 1997 | (A) |
| NORTH CHARLESTON | | | 744,093 | | | | 2,974,990 | | | | 96,365 | | | | 744,093 | | | | 3,071,355 | | | | 3,815,448 | | | | 508,558 | | | | 3,306,890 | | | | 1,805,315 | | | | 2000 | (A) |
| N. CHARLESTON | | | 2,965,748 | | | | 11,895,294 | | | | 1,106,031 | | | | 2,965,748 | | | | 13,001,325 | | | | 15,967,073 | | | | 2,771,980 | | | | 13,195,093 | | | | — | | | | 1997 | (A) |
| KDI-HARPETH VILLAGE SC | | | 4,119,997 | | | | — | | | | 7,854,978 | | | | 4,119,997 | | | | 7,854,978 | | | | 11,974,975 | | | | — | | | | 11,974,975 | | | | 10,822,492 | | | | 2006 | (C) |
| MADISON | | | — | | | | 4,133,904 | | | | 2,740,302 | | | | — | | | | 6,874,206 | | | | 6,874,206 | | | | 4,649,731 | | | | 2,224,475 | | | | — | | | | 1978 | (C) |
| HICKORY RIDGE COMMONS | | | 596,347 | | | | 2,545,033 | | | | 7,624 | | | | 596,347 | | | | 2,552,656 | | | | 3,149,004 | | | | 423,641 | | | | 2,725,362 | | | | — | | | | 2000 | (A) |
| TROLLEY STATION | | | 3,303,682 | | | | 13,218,740 | | | | 56,327 | | | | 3,303,682 | | | | 13,275,067 | | | | 16,578,749 | | | | 2,800,969 | | | | 13,777,780 | | | | 10,058,782 | | | | 1998 | (A) |
| RIVERGATE STATION | | | 7,135,070 | | | | 19,091,078 | | | | 479,413 | | | | 7,135,070 | | | | 21,086,144 | | | | 28,221,214 | | | | 2,952,468 | | | | 25,268,746 | | | | 15,763,373 | | | | 2004 | (A) |
| MARKET PLACE AT RIVERGATE | | | 2,574,635 | | | | 10,339,449 | | | | 723,016 | | | | 2,574,635 | | | | 11,062,465 | | | | 13,637,100 | | | | 2,404,392 | | | | 11,232,708 | | | | — | | | | 1998 | (A) |
| RIVERGATE, TN | | | 3,038,561 | | | | 12,157,408 | | | | 2,990,848 | | | | 3,038,561 | | | | 15,148,256 | | | | 18,186,817 | | | | 2,942,825 | | | | 15,243,992 | | | | — | | | | 1998 | (A) |
| CENTER OF THE HILLS, TX | | | 2,923,585 | | | | 11,706,145 | | | | 643,559 | | | | 2,923,585 | | | | 12,349,704 | | | | 15,273,289 | | | | 2,643,970 | | | | 12,629,319 | | | | — | | | | 1998 | (A) |
| ARLINGTON | | | 3,160,203 | | | | 2,285,377 | | | | — | | | | 3,160,203 | | | | 2,285,377 | | | | 5,445,580 | | | | 536,234 | | | | 4,909,346 | | | | — | | | | 1997 | (A) |
| DOWLEN CENTER | | | 2,244,581 | | | | — | | | | (1,147,870 | ) | | | 484,828 | | | | 611,883 | | | | 1,096,711 | | | | — | | | | 1,096,711 | | | | 1,000 | | | | 2002 | (C) |
| BURLESON | | | 9,974,390 | | | | 810,314 | | | | 1,202,906 | | | | 4,035,540 | | | | 7,952,071 | | | | 11,987,611 | | | | — | | | | 11,987,611 | | | | — | | | | 2000 | (C) |
| BAYTOWN | | | 500,422 | | | | 2,431,651 | | | | 437,342 | | | | 500,422 | | | | 2,868,993 | | | | 3,369,415 | | | | 689,091 | | | | 2,680,323 | | | | — | | | | 1996 | (A) |
| LAS TIENDAS PLAZA | | | 8,678,107 | | | | — | | | | 12,845,144 | | | | 8,678,107 | | | | 16,055,029 | | | | 24,733,136 | | | | — | | | | 24,733,136 | | | | — | | | | 2005 | (C) |
| CORPUS CHRISTI, TX | | | — | | | | 944,562 | | | | 3,207,999 | | | | — | | | | 4,152,561 | | | | 4,152,561 | | | | 574,225 | | | | 3,578,336 | | | | — | | | | 1997 | (A) |
| DALLAS | | | 1,299,632 | | | | 5,168,727 | | | | 6,458,500 | | | | 1,299,632 | | | | 11,627,227 | | | | 12,926,859 | | | | 9,177,177 | | | | 3,749,682 | | | | — | | | | 1969 | (C) |
| MONTGOMERY PLAZA | | | 6,203,205 | | | | — | | | | 55,352,474 | | | | 6,203,205 | | | | 55,352,474 | | | | 61,555,679 | | | | — | | | | 61,555,679 | | | | 46,617,703 | | | | 2003 | (C) |
| PRESTON LEBANON CROSSING | | | 13,552,180 | | | | — | | | | 1,248,546 | | | | 13,552,180 | | | | 1,248,546 | | | | 14,800,726 | | | | — | | | | 14,800,726 | | | | — | | | | 2006 | (C) |
| KDI-LAKE PRAIRIE TOWN CROSSING | | | 7,897,491 | | | | — | | | | 8,700,164 | | | | 7,897,491 | | | | 8,700,164 | | | | 16,597,655 | | | | — | | | | 16,597,655 | | | | 10,547,333 | | | | 2006 | (C) |
| CENTER AT BAYBROOK | | | 6,941,017 | | | | 27,727,491 | | | | 3,733,191 | | | | 7,063,186 | | | | 31,338,513 | | | | 38,401,699 | | | | 6,126,072 | | | | 32,275,627 | | | | — | | | | 1998 | (A) |
| HARRIS COUNTY | | | 1,843,000 | | | | 7,372,420 | | | | 986,803 | | | | 2,003,260 | | | | 8,198,963 | | | | 10,202,223 | | | | 1,914,254 | | | | 8,287,969 | | | | — | | | | 1997 | (A) |
| SHARPSTOWN COURT | | | 1,560,010 | | | | 6,245,807 | | | | 238,807 | | | | 1,560,010 | | | | 6,484,613 | | | | 8,044,623 | | | | 1,292,762 | | | | 6,751,861 | | | | 5,550,073 | | | | 1999 | (A) |
| CYPRESS TOWNE CENTER | | | 6,033,932 | | | | — | | | | 1,018,165 | | | | 2,609,606 | | | | 4,442,490 | | | | 7,052,097 | | | | — | | | | 7,052,097 | | | | — | | | | 2003 | (C) |
| SHOPS AT VISTA RIDGE | | | 3,257,199 | | | | 13,029,416 | | | | 145,900 | | | | 3,257,199 | | | | 13,175,316 | | | | 16,432,515 | | | | 2,904,274 | | | | 13,528,241 | | | | 17,050,406 | | | | 1998 | (A) |
| VISTA RIDGE PLAZA | | | 2,926,495 | | | | 11,716,483 | | | | 1,959,391 | | | | 2,926,495 | | | | 13,675,874 | | | | 16,602,369 | | | | 2,850,781 | | | | 13,751,588 | | | | — | | | | 1998 | (A) |
| VISTA RIDGE PHASE II | | | 2,276,575 | | | | 9,106,300 | | | | 55,435 | | | | 2,276,575 | | | | 9,161,735 | | | | 11,438,310 | | | | 1,911,471 | | | | 9,526,839 | | | | — | | | | 1998 | (A) |
| SOUTH PLAINES PLAZA, TX | | | 1,890,000 | | | | 7,577,145 | | | | (34,040 | ) | | | 1,890,000 | | | | 7,543,105 | | | | 9,433,105 | | | | 1,725,914 | | | | 7,707,191 | | | | — | | | | 1998 | (A) |
| LAKE WORTH TOWNE CROSSING | | | 8,000,000 | | | | — | | | | (8,065,668 | ) | | | 200,000 | | | | (265,668 | ) | | | (65,668 | ) | | | — | | | | (65,668 | ) | | | — | | | | 2003 | (C) |
| MESQUITE | | | 520,340 | | | | 2,081,356 | | | | 752,043 | | | | 520,340 | | | | 2,833,399 | | | | 3,353,739 | | | | 815,589 | | | | 2,538,151 | | | | — | | | | 1995 | (A) |
| MESQUITE TOWN CENTER | | | 3,757,324 | | | | 15,061,644 | | | | 1,510,446 | | | | 3,757,324 | | | | 16,572,090 | | | | 20,329,414 | | | | 3,580,098 | | | | 16,749,315 | | | | — | | | | 1998 | (A) |
| NEW BRAUNSFELS | | | 840,000 | | | | 3,360,000 | | | | — | | | | 840,000 | | | | 3,360,000 | | | | 4,200,000 | | | | 302,099 | | | | 3,897,901 | | | | — | | | | 2003 | (A) |
| FORUM AT OLYMPIA PARKWAY-DEV | | | 668,781 | | | | — | | | | (8,488,052 | ) | | | — | | | | (195,000 | ) | | | (195,000 | ) | | | — | | | | (195,000 | ) | | | — | | | | 1999 | (C) |
| PARKER PLAZA | | | 7,846,946 | | | | — | | | | — | | | | 7,846,946 | | | | — | | | | 7,846,946 | | | | — | | | | 7,846,946 | | | | — | | | | 2005 | (C) |
| PLANO | | | 500,414 | | | | 2,830,835 | | | | — | | | | 500,414 | | | | 2,830,835 | | | | 3,331,249 | | | | 738,437 | | | | 2,592,812 | | | | — | | | | 1996 | (A) |
| WEST OAKS | | | 500,422 | | | | 2,001,687 | | | | 26,291 | | | | 500,422 | | | | 2,027,978 | | | | 2,528,400 | | | | 562,435 | | | | 1,965,966 | | | | — | | | | 1996 | (A) |
| MARKET STREET AT WOODLANDS | | | 10,920,168 | | | | — | | | | 95,312,000 | | | | 10,920,168 | | | | 95,312,000 | | | | 106,232,168 | | | | — | | | | 106,232,168 | | | | 72,750,000 | | | | 2002 | (C) |
| OGDEN | | | 213,818 | | | | 855,275 | | | | 3,642,126 | | | | 874,898 | | | | 4,497,401 | | | | 5,372,299 | | | | 1,442,037 | | | | 3,930,263 | | | | — | | | | 1967 | (C) |
| COLONIAL HEIGHTS | | | 125,376 | | | | 3,476,073 | | | | 32,420 | | | | 125,376 | | | | 3,508,493 | | | | 3,633,869 | | | | 631,045 | | | | 3,002,824 | | | | — | | | | 1999 | (A) |
| MANASSAS | | | 1,788,750 | | | | 7,162,661 | | | | 328,193 | | | | 1,788,750 | | | | 7,490,854 | | | | 9,279,604 | | | | 1,770,537 | | | | 7,509,067 | | | | — | | | | 1997 | (A) |
| RICHMOND | | | 82,544 | | | | 2,289,288 | | | | 280,600 | | | | 82,544 | | | | 2,569,889 | | | | 2,652,432 | | | | 301,113 | | | | 2,351,319 | | | | — | | | | 1999 | (A) |
| RICHMOND | | | 670,500 | | | | 2,751,375 | | | | — | | | | 670,500 | | | | 2,751,375 | | | | 3,421,875 | | | | 634,132 | | | | 2,787,743 | | | | — | | | | 1995 | (A) |
| VALLEY VIEW SHOPPING CENTER | | | 3,440,018 | | | | 8,054,004 | | | | — | | | | 3,440,018 | | | | 8,787,875 | | | | 12,227,893 | | | | 652,215 | | | | 11,575,678 | | | | — | | | | 2004 | (A) |
| MANCHESTER SHOPPING CENTER | | | 2,722,461 | | | | 6,403,866 | | | | (3,694 | ) | | | 2,722,461 | | | | 6,980,964 | | | | 9,703,425 | | | | 948,172 | | | | 8,755,253 | | | | — | | | | 2004 | (A) |
| HAZEL DELL TOWNE CENTER | | | 9,340,819 | | | | — | | | | 31,982,471 | | | | 9,248,310 | | | | 32,074,981 | | | | 41,323,290 | | | | — | | | | 41,323,290 | | | | 28,851,573 | | | | 2003 | (C) |
| CHARLES TOWN | | | 602,000 | | | | 3,725,871 | | | | 10,528,897 | | | | 602,000 | | | | 14,254,768 | | | | 14,856,768 | | | | 6,591,442 | | | | 8,265,325 | | | | — | | | | 1985 | (A) |
| MARTINSBURG | | | 242,634 | | | | 1,273,828 | | | | 628,937 | | | | 242,634 | | | | 1,902,765 | | | | 2,145,399 | | | | 1,684,421 | | | | 460,978 | | | | — | | | | 1986 | (A) |
| RIVERWALK PLAZA | | | 2,708,290 | | | | 10,841,674 | | | | 132,299 | | | | 2,708,290 | | | | 10,973,973 | | | | 13,682,263 | | | | 2,217,703 | | | | 11,464,560 | | | | — | | | | 1999 | (A) |
| BLUE RIDGE | | | 12,346,900 | | | | 71,529,796 | | | | (2,182,806 | ) | | | 8,722,990 | | | | 72,970,900 | | | | 81,693,890 | | | | 10,022,052 | | | | 71,671,838 | | | | 15,099,760 | | | | 2005 | (A) |
| MEXICO-MEXICALI-BAJA WALMART | | | 12,332,348 | | | | — | | | | 295,722 | | | | 12,332,348 | | | | 295,722 | | | | 12,628,069 | | | | — | | | | 12,628,069 | | | | — | | | | 2006 | (C) |
| MEXICO- MOTOROLA | | | 47,272,528 | | | | — | | | | 948,703 | | | | 47,272,528 | | | | 948,703 | | | | 48,221,231 | | | | — | | | | 48,221,231 | | | | — | | | | 2006 | (C) |
| MEXICO-WAL-MART JUAREZ II | | | 8,895,242 | | | | — | | | | — | | | | 8,895,242 | | | | — | | | | 8,895,242 | | | | — | | | | 8,895,242 | | | | — | | | | 2006 | (C) |
| MEXICO-LINDAVISTA | | | 19,352,453 | | | | — | | | | 3,816,316 | | | | 19,352,453 | | | | 3,816,316 | | | | 23,168,769 | | | | — | | | | 23,168,769 | | | | — | | | | 2006 | (C) |
| MEXICO- SAN PEDRO | | | 3,309,654 | | | | 13,238,616 | | | | — | | | | 3,309,654 | | | | 13,238,616 | | | | 16,548,270 | | | | — | | | | 16,548,270 | | | | — | | | | 2006 | (A) |
| MEXICO-CUAUTLA | | | 7,570,049 | | | | — | | | | — | | | | 7,570,049 | | | | — | | | | 7,570,049 | | | | — | | | | 7,570,049 | | | | — | | | | 2006 | (C) |
127
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | INITIAL COST | | | | | | | | | | | | | | | | | | | | | | | TOTAL COST, | | | | | | | DATE OF | |
| | | | | | | BUILDING AND | | | SUBSEQUENT | | | | | | | BUILDINGS AND | | | | | | | ACCUMULATED | | | NET OF ACCUMULATED | | | | | | | CONSTRUCTION(C) | |
| PROPERTIES | | LAND | | | IMPROVEMENT | | | TO ACQUISITION | | | LAND | | | IMPROVEMENTS | | | TOTAL | | | DEPRECIATION | | | DEPRECIATION | | | ENCUMBRANCES | | | ACQUISITION(A) | |
| MEXICO-NUEVO LAREDO | | | 10,627,540 | | | | — | | | | — | | | | 10,627,540 | | | | — | | | | 10,627,540 | | | | — | | | | 10,627,540 | | | | — | | | | 2006 | (C) |
| MEXICO — PACHUCA WAL-MART | | | 3,621,985 | | | | — | | | | 6,727,594 | | | | 3,870,291 | | | | 6,479,288 | | | | 10,349,579 | | | | 256,057 | | | | 10,093,522 | | | | — | | | | 2005 | (C) |
| MEXICO-SAN LUIS POTOSI | | | 5,787,073 | | | | 6,860,642 | | | | 378,729 | | | | 6,152,067 | | | | 6,874,377 | | | | 13,026,444 | | | | 627,546 | | | | 12,398,898 | | | | — | | | | 2004 | (A) |
| MEXICO- SALTILLO II | | | 11,150,023 | | | | — | | | | 20,328,926 | | | | 11,365,226 | | | | 20,113,723 | | | | 31,478,949 | | | | 158,906 | | | | 31,320,043 | | | | — | | | | 2005 | (C) |
| MEXICO-PLAZA SAN JUAN | | | 9,631,035 | | | | — | | | | 859,123 | | | | 9,631,035 | | | | 859,123 | | | | 10,490,158 | | | | — | | | | 10,490,158 | | | | — | | | | 2006 | (C) |
| MEXICO- TECAMAC II | | | 9,472,195 | | | | — | | | | 743,765 | | | | 9,472,195 | | | | 743,765 | | | | 10,215,960 | | | | — | | | | 10,215,960 | | | | — | | | | 2006 | (C) |
| BALANCE OF PORTFOLIO | | | 99,452,005 | | | | 4,492,127 | | | | 84,271,579 | | | | 101,652,305 | | | | 58,819,925 | | | | 160,472,230 | | | | 18,994,560 | | | | 141,477,670 | | | | — | | | VARIOUS |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | $ | 1,460,714,635 | | | $ | 4,540,604,390 | | | $ | 6,001,319,025 | | | $ | 806,670,237 | | | $ | 5,194,648,788 | | | $ | 838,898,291 | | | | | |
| | | | | | | | | | | | | | | | | | | |
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows:
Buildings 15 to 50 years
Fixtures, building and leasehold improvements Terms of leases or useful lives, whichever is shorter
(including certain identified intangible assets)
The aggregate cost for Federal income tax purposes was approximately $ 5.3 billion at December 31, 2006.
The changes in total real estate assets for the years ended December 31, 2006, 2005, and 2004 are as follows:
| | | | | | | | | | | | | |
| | | 2006 | | | 2005 | | | 2004 | |
| | | |
| Balance, beginning of period | | $ | 4,560,405,547 | | | $ | 4,092,222,479 | | | $ | 4,174,664,893 | |
| Acquisitions | | | 2,719,840,791 | | | | 490,125,913 | | | | 672,421,546 | |
| Improvements | | | 505,353,494 | | | | 410,280,045 | | | | 195,580,447 | |
| Transfers from (to) unconsolidated joint ventures | | | (1,358,078,215 | ) | | | (103,573,817 | ) | | | (748,974,957 | ) |
| Sales | | | (421,493,264 | ) | | | (299,944,373 | ) | | | (193,948,762 | ) |
| Assets held for sale | | | (4,709,328 | ) | | | (28,704,700 | ) | | | (4,555,688 | ) |
| Adjustment of property carrying values | | | — | | | | — | | | | (2,965,000 | ) |
| | | |
| Balance, end of period | | $ | 6,001,319,025 | | | $ | 4,560,405,547 | | | $ | 4,092,222,479 | |
| | | |
The changes in accumulated depreciation for the years ended December 31, 2006, 2005, and 2004 are as follows:
| | | | | | | | | | | | | |
| | | 2006 | | | 2005 | | | 2004 | |
| | | |
| Balance, beginning of period | | $ | 740,127,307 | | | $ | 634,641,781 | | | $ | 568,988,445 | |
| Depreciation for year | | | 138,279,032 | | | | 98,591,658 | | | | 96,584,738 | |
| Transfers from (to) unconsolidated joint ventures | | | (331,447 | ) | | | 27,812,350 | | | | (14,133,515 | ) |
| Sales | | | (69,627,527 | ) | | | (19,903,904 | ) | | | (15,909,487 | ) |
| Assets held for sale | | | (1,777,128 | ) | | | (1,014,578 | ) | | | (888,400 | ) |
| | | |
| Balance, end of period | | $ | 806,670,237 | | | $ | 740,127,307 | | | $ | 634,641,781 | |
| | | |
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