Annual Reports

  • 10-K (Feb 26, 2014)
  • 10-K (Feb 27, 2013)
  • 10-K (Feb 28, 2011)
  • 10-K (Aug 17, 2010)
  • 10-K (Mar 2, 2010)
  • 10-K (Mar 1, 2010)

 
Quarterly Reports

 
8-K

 
Other

Kimco Realty 10-K 2011
KIMCO 10-K 12-31-10



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

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

For the fiscal year ended December 31, 2010

OR

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

For the transition period from __________ to __________

Commission file number 1-10899

Kimco Realty Corporation

(Exact name of registrant as specified in its charter)


Maryland

 

13-2744380

(State or other jurisdiction of incorporation or organization)

 

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


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

(Address of principal executive offices     Zip Code)

(516) 869-9000

(Registrant’s telephone number, including area code)


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

Title of each class

 

Name of each exchange on
which registered

 

 

 

Common Stock, par value $.01 per share.

 

New York Stock Exchange

 

 

 

Depositary Shares, each representing one-tenth of a share of 6.65% Class F Cumulative Redeemable

Preferred Stock, par value $1.00 per share.

 

New York Stock Exchange

 

 

 

Depositary Shares, each representing one-hundredth of a share of 7.75% Class G Cumulative Redeemable

Preferred Stock, par value $1.00 per share.

 

New York Stock Exchange

 

 

 

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

Preferred Stock, par value $1.00 per share.

 

New York Stock Exchange


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

None


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


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


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


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


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


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


Large accelerated filer

þ

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

(Do not check if a small reporting company.)

 



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


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


 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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


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


DOCUMENTS INCORPORATED BY REFERENCE


Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on May 4, 2011.


Index to Exhibits begins on page 37.


Page 1 of 195





TABLE OF CONTENTS



Item No.

 

Form 10-K
Report
Page

 

PART I

 

 

 

 

   1.

Business

3

 

 

 

   1A.

Risk Factors

5

 

 

 

   1B.

Unresolved Staff Comments

11

 

 

 

   2.

Properties

11

 

 

 

   3.

Legal Proceedings

12

 

 

 

   4.

(Removed and Reserved)

12

 

 

 

 

 

 

 

PART II

 

 

 

 

   5.

Market for Registrant's Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities

13

 

 

 

   6.

Selected Financial Data

14

 

 

 

   7.

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

16

 

 

 

   7A.

Quantitative and Qualitative Disclosures About Market Risk

32

 

 

 

   8.

Financial Statements and Supplementary Data

33

 

 

 

   9.

Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

33

 

 

 

   9A.

Controls and Procedures

34

 

 

 

   9B.

Other Information

34

 

 

 

 

 

 

 

PART III

 

 

 

 

   10.

Directors, Executive Officers and Corporate Governance

35

 

 

 

   11.

Executive Compensation

35

 

 

 

   12.

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

35

 

 

 

   13.

Certain Relationships and Related Transactions, and Director Independence

35

 

 

 

   14.

Principal Accounting Fees and Services

35

 

 

 

 

 

 

 

PART IV

 

 

 

 

   15.

Exhibits Financial Statement Schedules

36




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FORWARD-LOOKING STATEMENTS


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


PART I


Item 1.  Business


Background


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


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


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


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

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


3



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


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


 

2010

2009

2008

Revenues (consolidated):

 

 

 

Mexico

$35.4

$23.4

$20.3

South America

$  3.8

$  1.5

$  0.4

 

 

 

 

Equity in income (unconsolidated joint ventures):

 

 

 

Canada

$26.5

$25.1

$41.8

Mexico

$12.0

$  7.0

$17.1

South America

$  0.1

$  0.4

$  0.2


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


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


Operating and Investment Strategy


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


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


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


4



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


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


Item 1A. Risk Factors


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


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


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


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


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


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

·

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

·

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

·

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

·

we would not be required to make distributions to stockholders.


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


5



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


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


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


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


·

changes in the national, regional and local economic climate;

·

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

·

the attractiveness of our properties to tenants;

·

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

·

tenants who may declare bankruptcy and/or close stores;

·

competition from other available properties to attract and retain tenants;

·

changes in market rental rates;

·

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

·

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

·

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

·

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


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


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


·

weakness in the national, regional and local economies;

·

the adverse financial condition of some large retailing companies;

·

ongoing consolidation in the retail sector; and

·

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


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


6



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


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


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


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


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


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


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


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


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


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


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


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


We have invested in some cases as a co-venturer or partner in properties instead of owning directly.  In these investments, we do not have exclusive control over the development, financing, leasing, management and other aspects of these investments. As a result, the co-venturer or partner might have interests or goals that are inconsistent with ours, take action contrary to our interests or


7



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


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


·

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

·

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

·

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

·

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

·

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

·

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


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


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


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


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


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


·

currency risks, including currency fluctuations;

·

unexpected changes in legislative and regulatory requirements;

·

potential adverse tax burdens;

·

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

·

obstacles to the repatriation of earnings and cash;

·

regional, national and local political uncertainty;

·

economic slowdown and/or downturn in foreign markets;

·

difficulties in staffing and managing international operations;

·

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

·

reduced protection for intellectual property in some countries.


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


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


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


8




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


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


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


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


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


·

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

·

our liquidity could be adversely affected;

·

we may be unable to repay or refinance our indebtedness;

·

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

·

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


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


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


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


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


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


·

the extent of institutional investor interest in us;

·

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

·

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

·

our financial condition and performance;

·

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

·

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

·

general economic and financial market conditions.


9



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


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


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


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


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


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


·

limited liquidity in the secondary trading market;

·

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

·

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

·

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

·

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


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


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


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


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


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


10



Item 1B. Unresolved Staff Comments

None


Item 2.  Properties


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


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


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


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


Approximately 20.2% of the Company's leases also contain provisions requiring the payment of additional rent calculated as a percentage of tenants’ gross sales above predetermined thresholds.  Percentage rents accounted for less than 1% of the Company's revenues from rental property for the year ended December 31, 2010.  Additionally, a majority of the Company’s leases have provisions requiring contractual rent increases as well as escalation clauses.  Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices.


Minimum base rental revenues and operating expense reimbursements accounted for approximately 99% of the Company's total revenues from rental property for the year ended December 31, 2010.  The Company's management believes that the base rent per leased square foot for many of the Company's existing leases is generally lower than the prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for future growth.


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


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


Ground-Leased Properties.  The Company has interests in 48 consolidated shopping center properties and interests in 21 shopping center properties in unconsolidated joint ventures that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center.  The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements.  At the end of these long-term leases, unless extended, the land together with all improvements revert to the landowner.


11




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


Item 3.  Legal Proceedings


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


Item 4.  (Removed and Reserved)



12



PART II


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


Market Information  The following sets forth the common stock offerings completed by the Company during the three-year period ended December 31, 2010.  The Company’s common stock  was sold for cash at the following offering price per share:


Offering Date

 

Offering Price

September 2008

$

37.10

April 2009

$

7.10

December 2009

$

12.50


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


 

Stock Price

 

Period

High

Low

Dividends

2009:

 

 

 

First Quarter

$20.90

$ 6.33

$0.44

Second Quarter

$12.98

$ 7.03

$0.06

Third Quarter

$15.87

$ 8.16

$0.06

Fourth Quarter

$14.22

$11.54

$0.16 (a)

 

 

 

 

2010:

 

 

 

First Quarter

$16.44

$ 12.40

$0.16

Second Quarter

$16.72

$ 13.03

$0.16

Third Quarter

$17.05

$ 12.51

$0.16

Fourth Quarter

$18.41

$15.61

$0.18 (b)


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

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


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


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


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


In addition to its common stock offerings, the Company has capitalized the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock.  Borrowings under the Company's revolving credit facilities have also been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements.  The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company with regard to dividends, voting, liquidation and other preferential rights available to the holders of such instruments.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Notes 13, 14, 15 and 19 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.


13



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


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


Total Stockholder Return Performance  The following performance chart compares, over the five years ended December 31, 2010, the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the S&P 500 Index and the cumulative total return of the NAREIT Equity REIT Total Return Index (the "NAREIT Equity Index") prepared and published by the National Association of Real Estate Investment Trusts ("NAREIT").  Equity real estate investment trusts are defined as those which derive more than 75% of their income from equity investments in real estate assets.  The NAREIT Equity Index includes all tax qualified equity real estate investment trusts listed on the New York Stock Exchange, American Stock Exchange or the NASDAQ National Market System.  Stockholder return performance, presented quarterly for the five years ended December 31, 2010, is not necessarily indicative of future results.  All stockholder return performance assumes the reinvestment of dividends.  The information in this paragraph and the following performance chart are deemed to be furnished, not filed.

 [image001.jpg]


Item 6.  Selected Financial Data


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


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



14




 

 

Year ended December 31,   (2)

 

 

2010

 

2009

 

2008

 

2007

 

2006

 

 

(in thousands, except per share information)

Operating Data:

 

 

 

 

 

 

 

 

 

 

Revenues from rental property (1)

$

849,549 

$

773,423 

$

751,196

$

667,996 

$

574,701 

Interest expense (3)

$

226,388 

$

208,018 

$

212,198

$

212,436 

$

169,189 

Early extinguishment of debt charges

$

10,811 

$

$

-

$

-

$

-

Depreciation and amortization (3)

$

238,474 

$

226,608 

$

204,809

$

188,861 

$

139,708 

Gain on sale of development properties

$

2,130 

$

5,751 

$

36,565

$

40,099 

$

37,276 

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

$

2,377 

$

3,867 

$

1,782

$

2,708 

$

2,460 

Benefit for income taxes (4)

$

$

 30,144

$

11,645

$

20,242 

$

Provision for income taxes (5)

$

3,415 

$

$

$

$

17,441 

Impairment charges (6)

$

33,910 

$

161,787 

$

147,529

$

13,796 

$

Income from continuing operations (7)

$

130,418

$

4,633 

$

225,048

$

350,924

$

365,533 

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

 

 

 

 

 

 

 

 

 

 

Basic

$

0.19

$

(0.12) 

$

0.69

$

1.31 

$

1.48 

Diluted

$

0.19

$

(0.12) 

$

0.69

$

1.29 

$

1.45 

Weighted average number of shares of common stock:

 

 

 

 

 

 

 

 

 

 

Basic

 

405,827 

 

350,077 

 

257,811

 

252,129 

 

239,552 

Diluted

 

406,201 

 

350,077 

 

258,843

 

257,058 

 

244,615 

Cash dividends declared per common share

$

0.66 

$

0.72 

$

1.68

$

1.52 

$

1.38 


 

 

December 31,

 

 

2010

 

2009

 

2008

 

2007

 

2006

 

 

(in thousands)

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

Real estate, before accumulated depreciation

$

8,592,760 

$

8,882,341 

$

7,818,916

$

7,325,035 

$

6,001,319 

Total assets

$

9,833,075 

$

10,183,079

$

9,397,147

$

9,097,816 

$

7,869,280 

Total debt

$

4,058,987 

$

4,434,383 

$

4,556,646

$

4,216,415 

$

3,587,243 

Total stockholders' equity

$

4,935,842 

$

4,852,973 

$

3,983,698

$

3,894,225 

$

3,366,826 

 

 

 

 

 

 

 

 

 

 

 

Cash flow provided by operations

$

479,935  

$

403,582 

$

567,599

$

665,989 

$

455,569 

Cash flow provided by (used for) investing activities

$

37,904  

$

(343,236)

$

(781,350)

$

(1,507,611)

$

(246,221)

Cash flow (used for) provided by financing activities

$

(514,743)

$

(74,465) 

$

262,429

$

584,056 

$

59,444 


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

(2)   All years have been adjusted to reflect the impact of operating properties sold during the years ended December 31, 2010, 2009, 2008, 2007 and 2006 and properties classified as held for sale as of December 31, 2010, which are reflected in discontinued operations in the Consolidated Statements of Operations.

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

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

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

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

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


15



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


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


Executive Summary


Kimco Realty Corporation is one of the nation’s largest publicly-traded owners and operators of neighborhood and community shopping centers. As of December 31, 2010, the Company had interests in 951 shopping center properties (the “Combined Shopping Center Portfolio”) aggregating 138.0 million square feet of gross leasable area (“GLA”) and 906 other property interests, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 34.4 million square feet of GLA, for a grand total of 1,857 properties aggregating 172.4 million square feet of GLA, located in 44 states, Puerto Rico, Canada, Mexico, Chile, Brazil and Peru.


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


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


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


Portfolio Information:


·

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

·

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

·

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


Acquisition Activity:


·

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

·

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


Disposition Activity:


·

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

·

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

·

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



16




·

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

·

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


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


·

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

·

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

·

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

·

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

·

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


Impairments:


·

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

·

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


Critical Accounting Policies


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


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


17



Revenue Recognition and Accounts Receivable


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


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


Real Estate


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


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

 

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


Buildings and building improvements

 

15 to 50 years

Fixtures, leasehold and tenant improvements

 

Terms of leases or useful

(including certain identified intangible assets)

 

lives, whichever is shorter


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


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


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


18



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


Investments in Unconsolidated Joint Ventures


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


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


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


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


Marketable Securities


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


All debt securities are generally classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity.  Held-to-maturity securities are stated at amortized cost, adjusted for any amortization of premiums and accretion of discounts to maturity.  Debt securities which contain conversion features are generally classified as available-for-sale.  These securities are carried at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of OCI.


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


Realizability of Deferred Tax Assets and Uncertain Tax Positions


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


19



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


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


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


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


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


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


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


Results of Operations


Comparison 2010 to 2009


 

 

2010

 

2009

 

Increase

 

% change

 

 

(all amounts in millions)

 

 

 

 

 

 

 

Revenues from rental property (1)

$

849.5

$

773.4

$

76.1

 

9.8%

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

14.1

$

13.9

$

0.2

 

1.4%

Real estate taxes

 

116.3

 

110.4

 

5.9

 

5.3%

Operating and maintenance

 

122.6

 

108.5

 

14.1

 

13.0%

 

$

253.0

$

232.8

$

20.2

 

8.7%

Depreciation and amortization (3)

$

238.5

$

226.6

$

11.9

 

5.3%


(1)

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


20



(2)

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


(3)

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


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


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


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


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


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


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


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


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


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


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


21



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


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


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


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


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


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


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


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


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


22



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


Comparison 2009 to 2008


 

 

2009

 

2008

 

Increase

 

% change

 

 

(all amounts in millions)

 

 

 

 

 

 

 

 

 

 

 

Revenues from rental property (1)

$

773.4

$

 751.2

$

22.2

 

 3.0%

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

13.9

$

13.1

$

0.8

 

6.1%

Real estate taxes

 

110.4

 

96.9

 

13.5

 

13.9%

Operating and maintenance

 

108.5

 

103.8

 

4.7

 

4.5%

 

$

232.8

$

213.8

$

19.0

 

8.9%

Depreciation and amortization (3)

$

226.6

$

204.8

$

21.8

 

10.6%


(1)

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


(2)

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


(3)

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


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


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


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


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


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


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


23




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


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


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


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


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


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


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


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


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


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


24



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


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


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


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


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


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


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


Liquidity and Capital Resources


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


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


 

Year Ended December 31,

 

2010

2009

2008

Net cash flow provided by operating activities

$  479.9

$  403.6

$  567.6

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

$    37.9

$ (343.2)

$ (781.4)

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

$ (514.7)

$   (74.5)

$  262.4


Operating Activities


The Company anticipates that cash on hand, borrowings under its revolving credit facilities, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company.  Net cash flow provided by operating activities for the year ended December 31, 2010, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2010 and 2009, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) distributions from the Company’s joint venture programs.


25



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


Investing Activities


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


Acquisitions of and Improvements to Operating Real Estate


During the year ended December 31, 2010, the Company expended approximately $182.5 million towards acquisition of and improvements to operating real estate including $74.5 million expended in connection with redevelopments and re-tenanting projects as described below.  (See Note 4 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)


The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace.  The Company anticipates its capital commitment toward these and other redevelopment projects during 2011 will be approximately $15.0 million to $25.0 million.  The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving lines of credit.


Investments and Advances to Real Estate Joint Ventures


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


Acquisitions of and Improvements to Real Estate Under Development


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


During the year ended December 31, 2010, the Company expended approximately $42.0 million in connection with construction costs related to ground-up development projects. The Company anticipates its capital commitment during 2011 toward these and other development projects will be approximately $25.0 million to $35.0 million.  The proceeds from construction loans and availability under the Company’s revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements.


Dispositions and Transfers


During the year ended December 31, 2010, the Company received net proceeds of approximately $246.6 million relating to the sale of various operating properties and ground-up development projects.  (See Notes 5 and 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)


Financing Activities


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


26



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


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


Debt maturities for 2011 consist of:  $112.5 million of consolidated debt; $685.2 million of unconsolidated joint venture debt; and $276.4 million of preferred equity debt, assuming the utilization of extension options where available.  The 2011 consolidated debt maturities are anticipated to be repaid with operating cash flows, borrowings from the Company’s credit facilities, which at December 31, 2010, the Company had approximately $1.6 billion available under these credit facilities, and debt refinancings.  The 2011 unconsolidated joint venture and preferred equity debt maturities are anticipated to be repaid through debt refinancing and partner capital contributions, as deemed appropriate.


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


Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $7.9 billion.  Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments.  These markets have experienced extreme volatility but have more recently stabilized.  As available, the Company will continue to access these markets. The Company was added to the S&P 500 Index in March 2006, an index containing the stock of 500 Large Cap corporations, most of which are U.S. corporations.


The Company has a $1.5 billion unsecured U.S. revolving credit facility (the "U.S. Credit Facility") with a group of banks, which was scheduled to expire in October 2011.   During October 2010, the Company exercised its one-year extension option and the U.S. Credit Facility is now scheduled to expire in October 2012. The U.S. Credit Facility has made available funds to finance general corporate purposes, including (i) property acquisitions, (ii) investments in the Company’s institutional real estate management programs, (iii) development and redevelopment costs and (iv) any short-term working capital requirements, including managing the Company’s debt maturities. Interest on borrowings under the U.S. Credit Facility accrues at LIBOR plus 0.425% and fluctuates in accordance with changes in the Company’s senior debt ratings.  As part of this U.S. Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $750.0 million of its requested borrowings to the bank group.  This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread.  A facility fee of 0.15% per annum is payable quarterly in arrears.  As part of the U.S. Credit Facility, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros.  As of December 31, 2010, the U.S. Credit Facility had a balance of $123.2 million outstanding and approximately $23.7 million appropriated for letters of credit. Pursuant to the terms of the U.S. Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The Company is currently not in violation of these covenants.  The financial covenants for the U.S. Credit Facility are as follows:


Covenant

 

Must Be

 

As of 12/31/10

Total Indebtedness to Gross Asset Value (“GAV”)

 

<60%

 

44%

Total Priority Indebtedness to GAV

 

<35%

 

11%

Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense

 

>1.75x

 

2.98x

Fixed Charge Total Adjusted EBITDA to Total Debt Service

 

>1.50x

 

2.18x

Limitation of Investments, Loans and Advances

 

<30% of GAV

 

19% of GAV


27



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


The Company also has a Canadian denominated (“CAD”)  $250.0 million unsecured credit facility with a group of banks.  This facility bears interest at a rate of CDOR plus 0.425%, subject to change in accordance with the Company’s senior debt ratings and was scheduled to mature March 2011.  During September 2010, the Company exercised its one-year extension option and the credit facility is now scheduled to expire in March 2012.  A facility fee of 0.15% per annum is payable quarterly in arrears.  This facility also permits U.S. dollar denominated borrowings.  Proceeds from this facility are used for general corporate purposes, including the funding of Canadian denominated investments.  As of December 31, 2010, there was no outstanding balance under this credit facility.  The Canadian facility covenants are the same as the U.S. Credit Facility covenants described above.


During March 2008, the Company obtained a MXP 1.0 billion term loan, which bears interest at a rate of 8.58%, subject to change in accordance with the Company’s senior debt ratings, and is scheduled to mature in March 2013.  The Company utilized proceeds from this term loan to fully repay the outstanding balance of a MXP 500.0 million unsecured revolving credit facility, which was terminated by the Company.  Remaining proceeds from this term loan were used for funding MXP denominated investments. As of December 31, 2010, the outstanding balance on this term loan was MXP 1.0 billion (approximately USD $80.9 million).  The Mexican term loan covenants are the same as the U.S. and Canadian Credit Facilities covenants described above.


The Company has a Medium Term Notes (“MTNs”) program pursuant to which it may, from time-to-time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt maturities.  (See Note 13 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)


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


Covenant

 

Must Be

 

As of 12/31/10

Consolidated Indebtedness to Total Assets

 

<60%

 

38%

Consolidated Secured Indebtedness to Total Assets

 

<40%

 

9%

Consolidated Income Available for Debt Service to Maximum Annual Service Charge

 

>1.50x

 

3.4x

Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness

 

>1.50x

 

2.9x


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


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


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


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


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


28



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


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


In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of its ground-up development projects.  As of December 31, 2010, the Company had over 430 unencumbered property interests in its portfolio.  


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


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


Contractual Obligations and Other Commitments


The Company has debt obligations relating to its revolving credit facilities, MTNs, senior notes, mortgages and construction loans with maturities ranging from less than one year to 25 years.  As of December 31, 2010, the Company’s total debt had a weighted average term to maturity of approximately 5.2 years.  In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio.  As of December 31, 2010, the Company has 48 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company to construct and/or operate a shopping center.  In addition, the Company has 14 non-cancelable operating leases pertaining to its retail store lease portfolio.  The following table summarizes the Company’s debt maturities (excluding extension options and fair market value of debt adjustments aggregating approximately $3.2 million) and obligations under non-cancelable operating leases as of December 31, 2010 (in millions):


 

 

2011

 

2012

 

2013

 

2014

 

2015

 

Thereafter

 

Total

Long-Term Debt-Principal(1)

$

147.4

$

565.8

$

651.7

$

521.4

$

410.6

$

1,758.9

$

4,055.8

Long-Term Debt-Interest(2)

$

225.7

$

215.8

$

182.7

$

141.4

$

123.5

$

233.0

$

1,122.1

Operating Leases

$

 

$

 

$

 

$

 

$

 

$

 

$

 

  Ground Leases

$

11.9

$

11.1

$

10.6

$

10.2

$

9.2

$

167.7

$

220.7

  Retail Store Leases

$

3.4

$

2.6

$

2.3

$

1.7

$

1.3

$

1.6

$

12.9


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

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


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



29



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


The Company has issued letters of credit in connection with completion and repayment guarantees for construction loans encumbering certain of the Company’s ground-up development projects and guarantee of payment related to the Company’s insurance program. These letters of credit aggregate approximately $23.7 million.


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


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


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


Name of Joint Venture

Amount of Guarantee

Interest rate

Maturity, with extensions

Terms

Type of debt

InTown Suites Management, Inc.

$147.5

LIBOR plus 0.375% (1)

2012

25% partner back-stop

Unsecured credit facility

Willowick

$  24.5

LIBOR plus 1.50%

2012

15% partner back-stop

Unsecured credit facility

Factoria Mall

$  52.3

LIBOR plus 4.00%

2012

Jointly and severally with partner

Mortgage loan

RioCan

$    4.4

Prime plus 2.25%

2011

Jointly with 50% partner

Letter of credit facility

Cherokee

$  45.1

Floating Prime plus 1.9%

2011

50% partner back-stop

Construction loan

Towson

$  10.0

LIBOR plus 3.50%

2014

Jointly and severally with partner

Mortgage loan

Hillsborough

$    3.1

LIBOR plus 1.50%

2012

Jointly and severally with partner

Promissory note

Derby (2)

$  11.0

LIBOR plus 2.75%

2011

Jointly and severally with partner

Promissory note

Sequoia

$    5.8

LIBOR plus 0.75%

2012

Jointly and severally with partner

Promissory note

East Northport

$    3.2

LIBOR plus 1.50%

2012

Jointly and severally with partner

Promissory note


(1)   The joint venture obtained an interest rate swap at 5.37% on $128.0 million of this debt.  The swap is designated as a cash flow hedge and is deemed highly effective; as such, adjustments to the swaps fair value are recorded at the joint venture level in other comprehensive income.

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


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


Off-Balance Sheet Arrangements


Unconsolidated Real Estate Joint Ventures


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



30




Venture

Kimco Ownership

Interest

Number of

Properties

Total GLA

(in thousands)

Non-Recourse Mortgage Payable

(in millions)

Recourse Notes Payable

(in millions)

Number of Encumbered

Properties

Average Interest

Rate

Weighted Average Term

(months)

 

 

 

 

 

 

 

 

 

KimPru (c)

15.0% (a)

65

11,339

$1,388.00

$     -

59

5.56%

59.8

 

 

 

 

 

 

 

 

 

RioCan Venture (k)

50.00%

45

9,287

$968.50

$     -

45

5.84%

52.0

 

 

 

 

 

 

 

 

 

KIR (d)

45.00%

59

12,593

$954.70

$     -

50

6.54%

53.1

 

 

 

 

 

 

 

 

 

KUBS (e)

17.9%(a)

43

6,260

$733.60

$     -

43

5.70%

54.8

 

 

 

 

 

 

 

 

 

InTown Suites (j)

(l)

138

   N/A

$480.50

$  147.5(b)

135

5.19%

46.8

 

 

 

 

 

 

 

 

 

BIG Shopping Centers (f)

36.50%

22

3,508

$407.20

$     -

17

5.47%

72.5

 

 

 

 

 

 

 

 

 

SEB Immobilien (h)

15.00%

11

1,473

$193.50

$     -

10

5.67%

71.4

 

 

 

 

 

 

 

 

 

CPP (g)

55.00%

5

2,137

$168.70

$     -

3

4.45%

39.3

 

 

 

 

 

 

 

 

 

Kimco Income Fund (i)

15.20%

12

1,534

$167.80

$     -

12

5.45%

44.7


(a)

Ownership % is a blended rate.

(b)

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

(c)

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

(d)

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

(e)

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

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

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

(h)

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

(i)

Represents the Kimco Income Fund, formed in 2004.

(j)

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

(k)

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

(l)

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


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


Other Real Estate Investments


The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. The Company accounts for its preferred equity investments under the equity method of accounting.  As of December 31, 2010, the Company’s net investment under the Preferred Equity Program was approximately $275.4 million relating to 171 properties. As of December 31, 2010, these preferred equity investment properties had individual non-recourse mortgage loans aggregating approximately $1.2 billion. Due to the Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital.


Additionally, during July 2007, the Company invested approximately $81.7 million of preferred equity capital in a portfolio comprised of 403 net leased properties which are divided into 30 master leased pools with each pool leased to individual corporate operators.  These properties consist of a diverse array of free-standing restaurants, fast food restaurants, convenience and auto parts stores.  As of December 31, 2010, these properties were encumbered by third party loans aggregating approximately $403.2 million with interest rates ranging from 5.08% to 10.47% with a weighted average interest rate of 9.3% and maturities ranging from one year to 11 years.


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


31




As of December 31, 2010, 18 of these leveraged lease properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $31.2 million.  As of December 31, 2010, the remaining 12 properties were encumbered by third-party non-recourse debt of approximately $33.4 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease. As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease.  Accordingly, this debt has been offset against the related net rental receivable under the lease.


Effects of Inflation


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


Market and Economic Conditions; Real Estate and Retail Shopping Sector


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


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


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


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


New Accounting Pronouncements


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


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk


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


32



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


 

2011

2012

2013

2014

2015

Thereafter

Total

Fair Value

U.S. Dollar Denominated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  8.3

$  125.2

$  79.9

$  199.0

$  62.4

$  457.1

$  931.9

$  1,000.5

Average Interest Rate

6.56%

6.25%

6.19%

6.44%

4.91%

6.46%

6.30%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$  27.0

$  75.5

$  2.9

$  20.9

$  5.9

$  -

$  132.2

$  138.2

Average Interest Rate

3.09%

3.94%

5.00%

2.17%

0.26%

0.00%

3.35%

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  88.0

$  215.9

$  275.8

$  295.2

$  350.0

$  1,190.9

$  2,415.8

$  2,571.1

Average Interest Rate

4.82%

6.00%

5.41%

5.22%

5.29%

5.66%

5.53%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$  2.6

$ 132.4

$  -

$  -

$  -

$  -

$  135.0

$  134.5

Average Interest Rate

5.25%

1.02%

0.00%

0.00%

0.00%

0.00%

1.10%

 


CAD Denominated

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  -

$  -

$  200.4

$  -

$  -

$  150.3

$  350.7

$  375.3

Average Interest Rate

0.00%

0.00%

5.18%

0.00%

0.00%

5.99%

5.53%

 

 

 

 

 

 

 

 

 

 

MXP Denominated

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  -

$  -

$  80.9

$  -

$  -

$  -

$  80.9

$  81.3

Average Interest Rate

0.00%

0.00%

8.58%

0.00%

0.00%

0.00%

8.58%

 

 

 

 

 

 

 

 

 

 

CLP Denominated

 

 

 

 

 

 

 

 

Secured Debt

 

 

 

 

 

 

 

 

Variable Rate

$  -

$  -

$  -

$  -

$  -

$   12.5

$  12.5

$  14.3

Average Interest Rate

0.00%

0.00%

0.00%

0.00%

0.00%

5.79%

5.79%

 


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


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


Foreign Investment (in millions)

Country

 

Local Currency

 

US Dollars

Mexican real estate investments (MXP)

 

8,715.0

$

705.7

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

 

391.6

$

392.5

Australian marketable securities investments (Australian Dollar)

 

196.0

$

182.3

Chilean real estate investments (CLP)

 

18,178.1

$

27.7

Brazilian real estate investments (Brazilian Real)

 

55.7

$

33.4

Peruvian real estate investments (Peruvian Nuevo Sol)

 

7.1

$

  2.5


The foreign currency exchange risk has been partially mitigated, but not eliminated, through the use of local currency denominated debt.  The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.  As of December 31, 2010, the Company has no other material exposure to market risk.


Item 8.  Financial Statements and Supplementary Data


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


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


None.


33




Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


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


Changes in Internal Control Over Financial Reporting


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


Management’s Report on Internal Control Over Financial Reporting


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


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


Item 9B. Other Information


None.



34



PART III


Item 10.  Directors, Executive Officers and Corporate Governance


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


Item 11.  Executive Compensation


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


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


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


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


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


Item 14. Principal Accounting Fees and Services


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



35



PART IV


Item 15.

Exhibits and Financial Statement Schedules

 

 

 

 

 

 

1.

Financial Statements  –

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

Form10-K
Report
Page

 

 

 

 

 

 

Report of Independent Registered  Public Accounting Firm

41

 

 

 

 

 

 

Consolidated Financial Statements

 

 

 

 

 

 

 

Consolidated Balance Sheets as of  December 31, 2010 and 2009

42

 

 

 

 

 

 

Consolidated Statements of Operations for the years ended

December 31, 2010, 2009 and 2008

43

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income

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

44

 

 

 

 

 

 

Consolidated Statements of Changes in Equity

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

45

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the years ended

December 31, 2010, 2009 and 2008

46

 

 

 

 

 

 

Notes to Consolidated Financial Statements

47

 

 

 

 

 

 

2.

Financial Statement Schedules -

 

 

 

 

 

 

 

Schedule II -

Valuation and Qualifying Accounts

95

 

 

Schedule III -

Real Estate and Accumulated Depreciation

96

 

 

Schedule IV -

Mortgage Loans on Real Estate

112

 

 

 

 

 

 

All other schedules are omitted since the required information is not present

or is not present in amounts sufficient to require submission of the schedule.

 

 

 

 

 

 

 

3.

Exhibits -

 

 

 

 

 

 

 

The exhibits listed on the accompanying Index to Exhibits are filed as part of this report.

37





36



INDEX TO EXHIBITS


 

 

Incorporated by Reference

 

 

Exhibit

Number

Exhibit Description

Form

File No.

Date of

Filing

Exhibit

Number

Filed

Herewith

Page

Number

3.1(a)

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

X

113

3.1(b)

Articles Supplementary of the Company dated November 8, 2010

X

156

3.2

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

10-K

1-10899

02/27/09

3.2

 

 

4.1

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

S-11

333-42588

09/11/91

4.1

 

 

4.2

Form of Certificate of Designations for the Preferred Stock

S-3

333-67552

09/10/93

4(d)

 

 

4.3

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

S-3

333-67552

09/10/93

4(a)

 

 

4.4

First Supplemental Indenture, dated as of August 4, 1994

10-K

1-10899

03/28/96

4.6

 

 

4.5

Second Supplemental Indenture, dated as of April 7, 1995

8-K

1-10899

04/07/95

4(a)

 

 

4.6

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

8-K

1-10899

04/25/05

4.1

 

 

4.7

Third Supplemental Indenture, dated as of June 2, 2006

8-K

1-10899

06/05/06

4.1

 

 

4.8

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

8-K

1-10899

11/03/06

4.1

 

 

4.9

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

8-K

1-10899

11/03/06

4.2

 

 

4.10

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

10-K

1-10899

02/28/07

4.12

 

 

4.11

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

10-K

1-10899

02/28/07

4.13

 

 

4.12

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

8-K

1-10899

09/24/09

4.1

 

 

10.1

Amended and Restated Stock Option Plan

10-K

1-10899

03/28/95

10.3

 

 

10.2

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

10-K/A

1-10899

08/17/10

10.6

 

 

10.3

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

8-K

1-10899

03/21/07

10.1

 

 

10.4

CAD $250,000,000 Amended and Restated Credit Facility, dated January 11, 2008, with Royal Bank of Canada as issuing lender and administrative agent and various lenders

10-K

1-10899

02/28/08

10.25

 

 

10.5

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

10-K

1-10899

02/27/09

10.9

 

 

10.6

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

8-K

1-10899

11/10/08

10.1

 

 

10.7

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

8-K

1-10899

01/07/09

10.1

 

 

10.8

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

8-K

1-10899

01/07/09

10.2

 

 

10.9

Form of Indemnification Agreement

10-K

1-10899

02/27/09

10.16

 

 

10.10

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

10-K

1-10899

02/27/09

10.17

 

 




37




 

 

Incorporated by Reference

 

 

Exhibit

Number

Exhibit Description

Form

File No.

Date of

Filing

Exhibit

Number

Filed

Herewith

Page

Number

10.11

$650 Million Credit Agreement, dated as of August 26, 2008, among PK Sale LLC, as borrower, PRK Holdings I LLC, PRK Holdings II LLC and PK Holdings III LLC, as guarantors, Kimco Realty Corporation as guarantor and each of the parties named therein

10-K/A

1-10899

08/17/10

10.17

 

 

10.12

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

10-K/A

1-10899

08/17/10

10.18

 

 

10.13

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

8-K

1-10899

03/19/10

10.1

 

 

10.14

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

8-K

1-10899

03/19/10

10.3

 

 

10.15

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

8-K

1-10899

03/19/10

10.4

 

 

10.16

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

8-K

1-10899

03/19/10

10.5

 

 

10.17

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

8-K

1-10899

03/19/10

10.6

 

 

10.18

Kimco Realty Corporation 2010 Equity Participation Plan

8-K

1-10899

03/19/10

10.7

 

 

10.19

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

8-K

1-10899

03/19/10

10.8

 

 

10.20

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

10-Q

1-10899

05/07/10

99.1

 

 

10.21

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

10-Q

1-10899

05/07/10

99.2

 

 

10.22

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

10-K/A

1-10899

08/17/10

10.19

 

 

10.23

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

8-K

1-10899

08/24/10

1.1

 

 

12.1

Computation of Ratio of Earnings to Fixed Charges

X

158

12.2

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

X

159

21.1

Subsidiaries of the Company

X

160

23.1

Consent of PricewaterhouseCoopers LLP

X

168

31.1

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

X

169

31.2

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

X

170

32.1

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

X

171

99.1

Property Chart

X

172

101.INS

XBRL Instance Document

X

 

101.SCH

XBRL Taxonomy Extension Schema

X

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

X

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase

X

 

101.LAB

XBRL Taxonomy Extension Label Linkbase

X

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

X

 




38




SIGNATURES


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



KIMCO REALTY CORPORATION


By:

/s/ David B. Henry

David B. Henry

Chief Executive Officer


Dated:   February 25, 2011


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


Signature

 

Title

Date

 

 

 

 

/s/  Milton Cooper

 

Executive Chairman of the Board of Directors

February 25, 2011

Milton Cooper

 

 

 

 

 

 

 

/s/  David B. Henry

 

Chief Executive Officer and Vice Chairman of

February 25, 2011

David B. Henry

 

the Board of Directors

 

 

 

 

 

/s/  Richard G. Dooley

 

Director

February 25, 2011

Richard G. Dooley

 

 

 

 

 

 

 

/s/  Joe Grills

 

Director

February 25, 2011

Joe Grills

 

 

 

 

 

 

 

/s/  F. Patrick Hughes

 

Director

February 25, 2011

F. Patrick Hughes

 

 

 

 

 

 

 

/s/  Frank Lourenso

 

Director

February 25, 2011

Frank Lourenso

 

 

 

 

 

 

 

/s/  Richard Saltzman

 

Director

February 25, 2011

Richard Saltzman

 

 

 

 

 

 

 

/s/  Philip Coviello

 

Director

February 25, 2011

Philip Coviello

 

 

 

 

 

 

 

/s/  Michael V. Pappagallo

 

Executive Vice President -

February 25, 2011

Michael V. Pappagallo

 

Chief Operating Officer

 

 

 

 

 

/s/  Glenn G. Cohen

 

Executive Vice President -

February 25, 2011

Glenn G. Cohen

 

Chief Financial Officer and

 

 

 

Treasurer

 


39



ANNUAL REPORT ON FORM 10-K

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

INDEX TO FINANCIAL STATEMENTS

AND

FINANCIAL STATEMENT SCHEDULES


 

 

 

Form10-K
Page

 

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES

 

 

 

Report of Independent Registered Public Accounting Firm

41

 

 

Consolidated Financial Statements and Financial Statement Schedules:

 

 

 

Consolidated Balance Sheets as of December 31, 2010 and 2009

42

 

 

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

43

 

 

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

44

 

 

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

45

 

 

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

46

 

 

Notes to Consolidated Financial Statements

47

 

 

Financial Statement Schedules:

 

 

 

II.

Valuation and Qualifying Accounts

95

III.

Real Estate and Accumulated Depreciation

96

IV.

Mortgage Loans on Real Estate

112




40



Report of Independent Registered Public Accounting Firm



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


In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Kimco Realty Corporation and its subsidiaries (collectively, the "Company") at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting under Item 9A.  Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


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


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





/s/ PricewaterhouseCoopers LLP

New York, New York

February 28, 2011



41



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)


 

 

 

December 31,

 

December 31,

 

 

 

2010

 

2009

Assets:

 

 

 

 

Real Estate

 

 

 

 

 

Rental property

 

 

 

 

 

Land

$

1,837,348 

$

1,937,428 

 

Building and improvements

 

6,420,405 

 

6,479,128 

 

 

 

8,257,753 

 

8,416,556 

 

Less, accumulated depreciation and amortization

 

(1,549,380)

 

(1,343,148)

 

 

 

6,708,373 

 

7,073,408 

 

Real estate under development

 

335,007 

 

465,785 

 

Real estate, net

 

7,043,380 

 

7,539,193 

 

Investments and advances in real estate joint ventures

 

1,382,749 

 

1,103,625 

 

Other real estate investments

 

418,564 

 

553,244 

 

Mortgages and other financing receivables

 

108,493 

 

131,332 

 

Cash and cash equivalents

 

125,154 

 

122,058 

 

Marketable securities

 

223,991 

 

209,593 

 

Accounts and notes receivable

 

130,536 

 

113,610 

 

Deferred charges and prepaid expenses

 

147,048 

 

160,995 

 

Other assets

 

253,960 

 

249,429 

Total assets

$

9,833,875 

$

10,183,079 

 

 

 

 

 

Liabilities & Stockholders' Equity:

 

 

 

 

 

Notes payable

$

2,982,421 

$

3,000,303 

 

Mortgages payable

 

1,046,313 

 

1,388,259 

 

Construction loans payable

 

30,253 

 

45,821 

 

Accounts payable and accrued expenses

 

154,482 

 

142,670 

 

Dividends payable

 

89,037 

 

76,707 

 

Other liabilities

 

275,023 

 

311,037 

Total liabilities

 

4,577,529 

 

4,964,797 

 

Redeemable noncontrolling interests

 

95,060 

 

100,304 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

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

 

 

 

 

 

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

Issued and outstanding 700,000 shares

Aggregate liquidation preference $175,000

 

700 

 

700 

 

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

Issued and outstanding 184,000 shares

Aggregate liquidation preference $460,000

 

184 

 

184 

 

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

Issued and outstanding 70,000 shares

Aggregate liquidation preference $175,000

 

70 

 

 

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

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

 

4,064 

 

4,055 

 

Paid-in capital

 

5,469,841 

 

5,283,204 

 

Cumulative distributions in excess of net income

 

(515,164)

 

(338,738)

 

 

 

4,959,695 

 

4,949,405 

 

Accumulated other comprehensive income

 

(23,853)

 

(96,432)

Total stockholders' equity

 

4,935,842 

 

4,852,973 

 

Noncontrolling interests

 

225,444 

 

265,005 

Total equity

 

5,161,286 

 

5,117,978 

Total liabilities and equity

$

9,833,875 

$

10,183,079 


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


42



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


 

 

Year Ended December 31,

 

 

2010

 

2009

 

2008

Revenues from rental property

$

849,549 

$

773,423 

$

751,196 

Rental property expenses:

 

 

 

 

 

 

 

Rent

 

(14,076)

 

(13,874)

 

(13,147)

 

Real estate taxes

 

(116,288)

 

(110,432)

 

(96,856)

 

Operating and maintenance

 

(122,584)

 

(108,518)

 

(103,761)

Impairment of property carrying values

 

(3,502)

 

(36,700)

 

Mortgage and other financing income

 

9,405 

 

14,956 

 

18,333 

Management and other fee income

 

39,922 

 

42,452 

 

47,627 

Depreciation and amortization

 

(238,474)

 

(226,608)

 

(204,809)

General and administrative expenses

 

(109,201)

 

(108,043)

 

(114,941)

Interest, dividends and other investment income

 

21,256 

 

33,098 

 

56,119 

Other (expense)/income, net

 

(4,277)

 

5,577 

 

389 

Interest expense

 

(226,388)

 

(208,018)

 

(212,198)

Early extinguishment of debt charges

 

(10,811)

 

 

Income from other real estate investments

 

43,345 

 

36,180 

 

87,621 

Gain on sale of development properties

 

2,130 

 

5,751 

 

36,565 

Impairments:

 

 

 

 

 

 

 

Real estate under development

 

(11,700)

 

(2,100)

 

(13,613)

 

Investments in other real estate investments

 

(13,442)

 

(49,279)

 

 

Marketable securities and other investments

 

(5,266)

 

(30,050)

 

(118,416)

 

Investments in real estate joint ventures

 

 

(43,658)

 

(15,500)

 

Income/(loss) from continuing operations before income taxes

and equity in income of joint ventures

 

89,598 

 

(25,843)

 

104,609 

(Provision)/benefit for income taxes, net

 

(3,415)

 

30,144 

 

11,645 

Equity in income of joint ventures, net

 

55,705 

 

6,309 

 

132,208 

 

Income from continuing operations

 

141,888 

 

10,610 

 

248,462 

Discontinued operations:

 

 

 

 

 

 

 

Income from discontinued operating properties, net of tax

 

20,379 

 

4,604 

 

6,740 

 

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

 

(4,925)

 

(13,441)

 

(598)

 

Gain on disposition of operating properties, net of tax

 

1,932 

 

421 

 

20,018 

 

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

 

17,386 

 

(8,416)

 

26,160 

(Loss)/gain on transfer of operating properties

 

(57)

 

26 

 

1,195 

Gain on sale of operating properties

 

2,434 

 

3,841 

 

587 

 

Total net gain on transfer or sale of operating properties

 

2,377 

 

3,867 

 

1,782 

 

Net income

 

161,651 

 

6,061 

 

276,404 

 

Net income attributable to noncontrolling interests

 

(18,783)

 

(10,003)

 

(26,502)

 

Net income/(loss) attributable to the Company

 

142,868 

 

(3,942)

 

249,902 

 

Preferred stock dividends

 

(51,346)

 

(47,288)

 

(47,288)

 

Net income/(loss) available to common shareholders

$

91,522 

$

(51,230)

$

202,614 

Per common share:

 

 

 

 

 

 

 

Income/(loss) from continuing operations:

 

 

 

 

 

 

 

-Basic

$

0.19 

$

(0.12)

$

0.69 

 

-Diluted

$

0.19 

$

(0.12)

$

0.69 

 

Net income/(loss) attributable to the Company:

 

 

 

 

 

 

 

-Basic

$

0.22 

$

(0.15)

$

0.79 

 

-Diluted

$

0.22 

$

(0.15)

$

0.78 

Weighted average shares:

 

 

 

 

 

 

 

-Basic

 

405,827 

 

350,077 

 

257,811 

 

-Diluted

 

406,201 

 

350,077 

 

258,843 

Amounts attributable to the Company's common shareholders:

 

 

 

 

 

 

 

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

$

79,072 

$

(42,655)

$

177,760 

 

Income/(loss) from discontinued operations

 

12,450 

 

(8,575)

 

24,854 

 

Net Income/(loss)

$

91,522 

$

(51,230)

$

202,614 


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


43



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


 

 

Year Ended December 31,

 

 

2010

 

2009

 

2008

 

 

 

 

 

 

 

Net income

$

161,651 

$

6,061 

$

276,404 

Other comprehensive income:

 

 

 

 

 

 

Change in unrealized gain/(loss) on marketable securities

 

37,006 

 

43,662 

 

(71,535)

Change in unrealized loss on interest rate swaps

 

(420)

 

(233)

 

(170)

Change in foreign currency translation adjustment

 

52,849 

 

20,658 

 

(149,836)

 

 

 

 

 

 

 

Other comprehensive income/(loss)

 

89,435 

 

64,087 

 

(221,541)

 

 

 

 

 

 

 

Comprehensive income

 

251,086 

 

70,148 

 

54,863 

Comprehensive (income)/loss attributable to noncontrolling interests

 

(35,639)

 

9,019 

 

(17,801)

Comprehensive income attributable to the Company

$

215,447 

$

79,167 

$

37,062 





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


44



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

(in thousands)


 

 

Retained

Earnings/

(Cumulative

Distributions

in Excess

of Net Income)

 

Accumulated

Other

Comprehensive

Income

 

Preferred

Stock

 

Common

Stock

 

Paid-in

Capital

 

Total

Stockholders'

Equity

 

Noncontrolling

Interest

 

Total

Equity

 

Comprehensive

Income

Balance, January 1, 2008

$

180,005 

$

33,299 

$

884

$

2,528

$

3,677,509 

$

3,894,225 

$

274,916 

$

4,169,141 

 

 

Contributions from noncontrolling interests

 

 

 

-

 

-

 

 

 

92,490 

 

92,490 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

249,902 

 

 

-

 

-

 

 

249,902 

 

26,502 

 

276,404 

$

276,404 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized loss on marketable securities

 

 

(71,535)

 

-

 

-

 

 

(71,535)

 

 

(71,535)

 

(71,535)

Change in unrealized loss on interest rate swaps

 

 

(170)

 

-

 

-

 

 

(170)

 

 

(170)

 

(170)

Change in foreign currency translation adjustment

 

 

(141,135)

 

-

 

-

 

 

(141,135)

 

(8,701)

 

(149,836)

 

(149,836)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

54,863 

Redeemable noncontrolling interest

 

 

 

-

 

-

 

 

 

(7,906)

 

(7,906)

 

 

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

 

(488,069)

 

 

-

 

-

 

 

(488,069)

 

 

(488,069)

 

 

Distributions to noncontrolling interests

 

 

 

-

 

-

 

 

 

(77,460)

 

(77,460)

 

 

Unit redemptions

 

 

 

-

 

-

 

 

 

(80,000)

 

(80,000)

 

 

Issuance of units

 

 

 

-

 

-

 

 

 

1,194 

 

1,194 

 

 

Issuance of common stock

 

 

 

-

 

164

 

486,709 

 

486,873 

 

 

486,873 

 

 

Exercise of common stock options

 

 

 

-

 

19

 

41,330 

 

41,349 

 

 

41,349 

 

 

Amortization of equity awards

 

 

 

-

 

-

 

12,258 

 

12,258 

 

 

12,258 

 

 

Balance, December 31, 2008

 

(58,162)

 

(179,541)

 

884

 

2,711

 

4,217,806 

 

3,983,698 

 

221,035 

 

4,204,733 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions from noncontrolling interests

 

 

 

-

 

-

 

 

 

73,601 

 

73,601 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income

 

(3,942)

 

 

-

 

-

 

 

(3,942)

 

10,003 

 

6,061 

$

6,061 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on marketable securities

 

 

43,662 

 

-

 

-

 

 

43,662 

 

 

43,662 

 

43,662 

Change in unrealized loss on interest rate swaps

 

 

(233)

 

-

 

-

 

 

(233)

 

 

(233)

 

(233)

Change in foreign currency translation adjustment

 

 

39,680 

 

-

 

-

 

 

39,680 

 

(19,022)

 

20,658 

 

20,658 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

70,148 

Redeemable noncontrolling interest

 

 

 

-

 

-

 

 

 

(6,429)

 

(6,429)

 

 

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

 

(276,634)

 

 

-

 

-

 

 

(276,634)

 

 

(276,634)

 

 

Distributions to noncontrolling interests

 

 

 

-

 

-

 

 

 

(9,626)

 

(9,626)

 

 

Issuance of units

 

 

 

-

 

-

 

 

 

126 

 

126 

 

 

Unit redemptions

 

 

 

-

 

-

 

 

 

(346)

 

(346)

 

 

Issuance of common stock

 

 

 

-

 

1,343

 

1,064,919 

 

1,066,262 

 

 

1,066,262 

 

 

Exercise of common stock options

 

 

 

-

 

1

 

1,234 

 

1,235 

 

 

1,235 

 

 

Transfers from noncontrolling interests

 

 

 

 

-

 

-

 

(11,126)

 

(11,126)

 

(4,337)

 

(15,463)

 

 

Amortization of equity awards

 

 

 

-

 

-

 

10,371 

 

10,371 

 

 

10,371 

 

 

Balance, December 31, 2009

 

(338,738)

 

(96,432)

 

884

 

4,055

 

5,283,204 

 

4,852,973 

 

265,005 

 

5,117,978 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions from noncontrolling interests

 

 

 

 

 

 

 

2,721 

 

2,721 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

142,868 

 

 

-

 

-

 

 

142,868 

 

18,783 

 

161,651 

$

161,651 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on marketable securities

 

 

37,006 

 

-

 

-

 

 

37,006 

 

 

37,006 

 

37,006 

Change in unrealized loss on interest rate swaps

 

 

(420)

 

-

 

-

 

 

(420)

 

 

(420)

 

(420)

Change in foreign currency translation adjustment

 

 

35,993 

 

-

 

-

 

 

35,993 

 

16,856 

 

52,849 

 

52,849 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

251,086 

Redeemable noncontrolling interests

 

 

 

-

 

-

 

 

 

(6,500)

 

(6,500)

 

 

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

 

(319,294)

 

 

-

 

-

 

 

(319,294)

 

 

(319,294)

 

 

Distributions to noncontrolling interests

 

 

 

-

 

-

 

 

 

(64,658)

 

(64,658)

 

 

Issuance of common stock

 

 

 

-

 

3

 

4,426 

 

4,429 

 

 

4,429 

 

 

Issuance of preferred stock

 

 

 

70

 

-

 

169,114 

 

169,184 

 

 

169,184 

 

 

Exercise of common stock options

 

 

 

-

 

6

 

8,561 

 

8,567 

 

 

8,567 

 

 

Acquisition of noncontrolling interests

 

 

 

-

 

-

 

(7,196)

 

(7,196)

 

(6,763)

 

(13,959)

 

 

Amortization of equity awards

 

 

 

-

 

-

 

11,732 

 

11,732 

 

 

11,732 

 

 

Balance, December 31, 2010

$

(515,164)

$

(23,853)

$

954

$

4,064

$

5,469,841 

$

4,935,842 

$

225,444 

$

5,161,286 

 

 


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


45


KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


 

 

Year Ended December 31,

 

 

2010

 

2009

 

2008

Cash flow from operating activities:

 

 

 

 

 

 

  Net income

$

161,651 

$

6,061 

$

276,404 

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

 

 

 

 

 

 

    Depreciation and amortization

 

247,637 

 

227,776 

 

206,518 

    Loss on operating properties held for sale/sold/transferred

 

57 

 

285 

 

598 

    Impairment charges

 

39,121 

 

175,087 

 

147,529 

    Gain on sale of development properties

 

(2,130)

 

(5,751)

 

(36,565)

    Gain on sale/transfer of operating properties

 

(4,366)

 

(4,666)

 

(21,800)

    Equity in income of  joint ventures, net

 

(55,705)

 

(6,309)

 

(132,208)

    Income from other real estate investments

 

(39,642)

 

(30,039)

 

(79,099)

    Distributions from joint ventures

 

162,860 

 

136,697 

 

261,993 

    Cash retained from excess tax benefits

 

(103)

 

 

(1,958)

    Change in accounts and notes receivable

 

(17,388)

 

(19,878)

 

(9,704)

    Change in accounts payable and accrued expenses

 

15,811 

 

4,101 

 

(1,983)

    Change in other operating assets and liabilities

 

(27,868)

 

(79,782)

 

(42,126)

          Net cash flow provided by operating activities

 

479,935 

 

403,582 

 

567,599 

Cash flow from investing activities:

 

 

 

 

 

 

    Acquisition of and improvements to operating real estate

 

(182,482)

 

(374,501)

 

(266,198)

    Acquisition of and improvements to real estate under development

 

(41,975)

 

(143,283)

 

(388,991)

    Investment in marketable securities

 

(9,041)

 

 

(263,985)

    Proceeds from sale of marketable securities

 

30,455 

 

80,586 

 

52,427 

    Proceeds from transferred operating/development properties

 

 

 

32,400 

    Investments and advances to real estate joint ventures

 

(138,796)

 

(109,941)

 

(219,913)

    Reimbursements of advances to real estate joint ventures

 

85,205 

 

99,573 

 

118,742 

    Other real estate investments

 

(12,528)

 

(12,447)

 

(77,455)

    Reimbursements of advances to other real estate investments

 

30,861 

 

18,232 

 

71,762 

    Investment in mortgage loans receivable

 

(2,745)

 

(7,657)

 

(68,908)

    Collection of mortgage loans receivable

 

27,587 

 

48,403 

 

54,717 

    Other investments

 

(4,004)

 

(4,247)

 

(25,466)

    Reimbursements of other investments

 

8,792 

 

4,935 

 

23,254 

    Proceeds from sale of operating properties

 

238,746 

 

34,825 

 

120,729 

    Proceeds from sale of development properties

 

7,829 

 

22,286 

 

55,535 

           Net cash flow provided by (used for) investing activities

 

37,904 

 

(343,236)

 

(781,350)

Cash flow from financing activities:

 

 

 

 

 

 

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

 

(226,155)

 

(437,710)

 

(88,841)

    Principal payments on rental property debt

 

(23,645)

 

(16,978)

 

(14,047)

    Principal payments on construction loan financings

 

(30,383)

 

(255,512)

 

(30,814)

    Proceeds from mortgage/construction loan financings

 

13,960 

 

433,221 

 

76,025 

    Borrowings under revolving unsecured credit facilities

 

42,390 

 

351,880 

 

812,329 

    Repayment of borrowings under unsecured revolving credit facilities

 

(53,699)

 

(928,572)

 

(281,056)

    Proceeds from issuance of unsecured term loan/notes

 

449,720 

 

520,000 

 

    Repayment of unsecured term loan/notes

 

(471,725)

 

(428,701)

 

(125,000)

    Financing origination costs

 

(5,330)

 

(13,730)

 

(3,300)

    Redemption of noncontrolling interests

 

(80,852)

 

(31,783)

 

(66,803)

    Dividends paid

 

(306,964)

 

(331,024)

 

(469,024)

    Cash retained from excess tax benefits

 

103 

 

 

1,958 

    Proceeds from issuance of stock

 

177,837 

 

1,064,444 

 

451,002 

            Net cash flow (used for) provided by financing activities

 

(514,743)

 

(74,465)

 

262,429 

        Change in cash and cash equivalents

 

3,096 

 

(14,119)

 

48,678 

Cash and cash equivalents, beginning of year

 

122,058 

 

136,177 

 

87,499 

Cash and cash equivalents, end of year

$

125,154 

$

122,058 

$

136,177 

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

$

242,033 

$

204,672 

$

217,629 

Income taxes paid during the period

$

2,596 

$

4,773 

$

29,652 


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


46


KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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


1.   Summary of Significant Accounting Policies:


Business


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


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


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


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


Principles of Consolidation and Estimates


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


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


47



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Subsequent Events


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


Real Estate


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


In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions (i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated remaining term of the lease.  The capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the respective leases.  Mortg