KIMCO 10-K 12-31-11



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, 2011

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 smaller reporting company.)

 




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


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $7.3 billion based upon the closing price on the New York Stock Exchange for such equity on June 30, 2011.


 (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.


406,978,546 shares as of February 15, 2012.


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 1, 2012.


Index to Exhibits begins on page 34.


Page 1 of 136





TABLE OF CONTENTS


Item No.

 

Form 10-K
Report
Page

 

PART I

 

 

 

 

   1.

Business

3

 

 

 

   1A.

Risk Factors

5

 

 

 

   1B.

Unresolved Staff Comments

10

 

 

 

   2.

Properties

10

 

 

 

   3.

Legal Proceedings

11

 

 

 

   4.

Mine Safety Disclosures

11

 

 

 

 

PART II

 

 

 

 

   5.

Market for Registrant's Common Equity, Related Stockholder Matters

 and Issuer Purchases of Equity Securities

12

 

 

 

   6.

Selected Financial Data

14

 

 

 

   7.

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

15

 

 

 

   7A.

Quantitative and Qualitative Disclosures About Market Risk

31

 

 

 

   8.

Financial Statements and Supplementary Data

32

 

 

 

   9.

Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

32

 

 

 

   9A.

Controls and Procedures

32

 

 

 

   9B.

Other Information

32

 

 

 

 

PART III

 

 

 

 

   10.

Directors, Executive Officers and Corporate Governance

32

 

 

 

   11.

Executive Compensation

32

 

 

 

   12.

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

32

 

 

 

   13.

Certain Relationships and Related Transactions, and Director Independence

33

 

 

 

   14.

Principal Accounting Fees and Services

33

 

 

 

 

PART IV

 

 

 

 

   15.

Exhibits, Financial Statement Schedules

33


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FORWARD-LOOKING STATEMENTS


This annual report on Form 10-K (“Form 10-K”), together with other statements and information publicly disseminated by Kimco Realty Corporation (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions.  Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performances or achievements.  Factors which may cause actual results to differ materially from current expectations include, but are not limited to (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms, (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 and disposition 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 and (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, 2011, the Company had interests in 946 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 138.1 million square feet of gross leasable area (“GLA”), and 845 other property interests, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 34.1 million square feet of GLA, for a grand total of 1,791 properties aggregating 172.2 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 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, 2011, a total of 685 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 Form 10-K.  On the Company’s Web site you can obtain, free of charge, a copy of our Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable, after we file such material electronically with, or furnish it to, the Securities and Exchange Commission (the "SEC").  The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.


The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders.  In 1973, these principals formed the Company as a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into the Company. The Company completed its initial public stock offering (the "IPO") in November 1991, and, commencing with its taxable year which began January



3



1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code").  If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income, as defined under the Code.  In 1994, the Company reorganized as a Maryland corporation.  In March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large Cap companies, most of which are U.S. corporations.  The Company's common stock, Class 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):


 

 

2011

 

2010

 

2009

Revenues (consolidated):

 

 

 

 

 

 

Mexico

$

46.3

$

35.4

$

23.4

South America

$

4.5

$

3.8

$

1.5

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Canada

$

21.3

$

26.5

$

25.1

Mexico

$

11.9

$

12.0

$

7.0

South America

$

0.9

$

0.1

$

0.4


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. As of December 31, 2011, these investments had a book value of approximately $512 million, which represents less than 5.4% of the Company’s total assets. 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



4



investments may be subject to existing mortgage financing and/or other indebtedness.  Financing or other indebtedness may be incurred simultaneously or subsequently in connection with such investments.  Any such financing or indebtedness would have priority over the Company’s equity interest in such property. The Company may make loans to joint ventures in which it may or may not participate.


The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base.  As of December 31, 2011, no single neighborhood and community shopping center accounted for more than 1.6% 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 1.2% of the Company’s total shopping center GLA.  At December 31, 2011, the Company’s five largest tenants were The Home Depot, TJX Companies, Wal-Mart, Sears Holdings and Kohl’s, which represented approximately 3.0%, 2.9%, 2.5%, 2.1% and 1.7%, 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 that we have operated so as to qualify as a REIT under the Code and that our current organization and method of operation comply with the rules and regulations promulgated under the Code to enable us to continue to qualify as a REIT.  However, there can be no assurance that we have qualified or will continue to qualify as a REIT for federal income tax purposes.


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


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


If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to pay dividends to 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 we would be subject to federal income tax at regular corporate rates;

·

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

·

unless we were entitled to relief under statutory provisions, we could not elect to be subject to 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 or raise capital and 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 we have historically satisfied these distribution requirements by making cash distributions to our stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming we continue to satisfy these distributions requirements with cash, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments.


Adverse global market and economic conditions may impede our ability to generate sufficient income 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;

·

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

·

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 or generate sufficient income from tenants and may decrease the occupancy and rental rates for our properties.


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


·

weakness in the national, regional and local economies;

·

the adverse financial condition of some large retailing companies;

·

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

·

ongoing consolidation in the retail sector; and

·

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


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


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




6



At any time our tenants’, particularly small local stores, may experience a downturn in their business that may significantly weaken their financial condition. As a result, our tenants may delay a number of lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close stores or declare bankruptcy. Any of these actions could result in the termination of 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 restricts a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on 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.


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


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


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


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


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



7




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


·

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

·

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

·

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

·

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

·

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

·

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


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


We intend 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.  


There can be no assurance 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.


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




8



Our international operations are subject to a variety of United States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act, (“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 Conduct 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; or

·

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


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


We are subject to financial covenants that may restrict our operating and acquisition activities.


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

·

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

·

our financial condition and performance;

·

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

·

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

·

general economic and financial market conditions.


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


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.



9




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 relating to hazardous or toxic substances (including governmental fines and injuries to persons and property).  This liability may be imposed whether or not we knew about, or were responsible for, the presence of hazardous or toxic substances.


Item 1B. Unresolved Staff Comments


None


Item 2.  Properties


Real Estate Portfolio. As of December 31, 2011, the Company had interests in 946 shopping center properties (the “Combined Shopping Center Portfolio”) aggregating 138.1 million square feet of gross leasable area (“GLA”) and 845 other property interests, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 34.1 million square feet of GLA, for a grand total of 1,791 properties aggregating 172.2 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, 2011, the Company’s Combined Shopping Center Portfolio was approximately 93.3% 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 138,000 square feet as of December 31, 2011.  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 2011, the Company capitalized approximately $11.4 million in connection with these property improvements and expensed to operations approximately $25.8 million.




10



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, Best Buy, Royal Ahold, Costco and Bed Bath & Beyond.


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


Minimum base rental revenues and operating expense reimbursements accounted for approximately 97% and other revenues, including percentage rents, accounted for approximately 3% of the Company's total revenues from rental property for the year ended December 31, 2011.  The Company's management believes that the base rent per leased square foot for many of the Company's existing leases is generally lower than the prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for future growth.


Approximately 16.3% of the Company's leases of consolidated properties also contain provisions requiring the payment of additional rent calculated as a percentage of tenants’ gross sales above predetermined thresholds.  Percentage rents accounted for less than 1% of the Company's revenues from rental property for the year ended December 31, 2011.  Additionally, a majority of the Company’s leases have provisions requiring contractual rent increases. The Company’s leases may also include escalation clauses, which provide for increases based upon changes in the consumer price index or similar inflation indices.


As of December 31, 2011, the Company’s consolidated portfolio was approximately 92.5% leased and was comprised of approximately 61.5 million square feet of GLA, of which approximately 58.6 million related to properties held in the U.S. and 2.7 million related to properties located in Mexico.  For the period January 1, 2011 to December 31, 2011, the Company increased the average base rent per leased square foot in its U.S. consolidated portfolio of neighborhood and community shopping centers from $11.20 to $11.48, an increase of $0.28.  This increase primarily consists of (i) a $0.09 increase relating to acquisitions, as well as development properties placed into service, (ii) a $0.12 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio and (iii) a $0.07 increase relating to dispositions or the transfer of properties to various joint venture entities. For the period January 1, 2011 to December 31, 2011, the Company’s average base rent per leased square foot in its Mexican consolidated portfolio of neighborhood and community shopping centers decreased from $12.03 to $9.66, a decrease of $2.37. This decrease is primarily due to a weaker Mexican Peso during the period (average exchange rate Mexican Pesos to U.S. dollar was 13.62 at December 31, 2011 versus 12.40 at January 1, 2011), the placement of development sites into occupancy in 2011, and new leases signed net of leases vacated and renewals 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.


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.  Mine Safety Disclosures


Not applicable



11



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, 2011.  The Company’s common stock was sold for cash at the following offering price per share:


Offering Date

 

Offering Price

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

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 (a)

 

 

 

 

2011:

 

 

 

First Quarter

$19.50

$16.98

$0.18

Second Quarter

$19.80

$17.01

$0.18

Third Quarter

$20.31

$14.54

$0.18

Fourth Quarter

$17.93

$13.55

$0.19 (b)


(a)

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

(b)

Paid on January 17, 2012, to stockholders of record on January 4, 2012.


Holders  The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,981 as of January 31, 2012.


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 $0.72 dividend per common share paid during 2011 represented 71% ordinary income and a 29% return of capital to its stockholders.  The $0.64 dividend per common share paid during 2010 represented 70% ordinary income and a 30% 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 facility have also been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements.  The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company with regard to dividends, voting, liquidation and other preferential rights available to the holders of such instruments.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Footnotes 13, 14, 15 and 19 of the Notes to Consolidated Financial Statements included in this Form 10-K.


The Company does not believe that the preferential rights available to the holders of its Class 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.



12



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


Issuer Purchases of Equity Securities During the year ended December 31, 2011, the Company repurchased 333,998 shares in open-market transactions to offset new issuances of common shares in connection with the exercise of stock options.  The Company expended approximately $6.0 million to repurchase these shares, of which $4.9 million was provided to the Company from stock options exercised.


Period

 

Total

Number of

Shares

Purchased

 

Average

Price

Paid per

Share

 

Total Number of

Shares

Purchased as

Part of Publicly

Announced

Plans or

Programs

 

Approximate

Dollar Value of

Shares that

May Yet Be

Purchased Under the

Plans or Programs

(in millions)

 

May 9, 2011 - May 31, 2011

 

63,621

$

19.15

 

-

$

-

 

June 1, 2011 - June 30, 2011

 

10,312

$

18.85

 

-

 

-

 

July 1, 2011 - July 31, 2011

 

77,392

$

19.60

 

-

 

-

 

August 1, 2011 - August 31, 2011

 

42,051

$

16.92

 

-

 

-

 

September 1, 2011 - September 30, 2011

 

20,225

$

16.50

 

-

 

-

 

October 1, 2011 - October 31, 2011

 

52,420

$

17.21

 

-

 

-

 

November 1, 2011 - November 30, 2011

 

13,252

$

17.02

 

-

 

-

 

December 1, 2011 - December 31, 2011

 

54,725

$

16.28

 

-

 

-

 

Total

 

333,998

$

17.94

 

-

$

-


Total Stockholder Return Performance The following performance chart compares, over the five years ended December 31, 2011, 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, 2011, is not necessarily indicative of future results.  All stockholder return performance assumes the reinvestment of dividends.  The information in this paragraph and the following performance chart are deemed to be furnished, not filed.


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13



Item 6.  Selected Financial Data


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


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


 

 

Year ended December 31,   (2)

 

 

2011

 

2010

 

2009

 

2008

 

2007

 

 

(in thousands, except per share information)

Operating Data:

 

 

 

 

 

 

 

 

 

 

Revenues from rental property (1)

$

873,694

$

831,207 

$

755,446 

$

737,117

$

654,658 

Interest expense (3)

$

225,035

$

226,102 

$

207,768 

$

211,935

$

212,162 

Early extinguishment of debt charges

$

-

$

10,811 

$

             - 

$

-

$

             -

Depreciation and amortization (3)

$

247,549

$

232,835 

$

  221,750 

$

200,646

$

183,997 

Gain on sale of development properties

$

12,074

$

2,130 

$

      5,751 

$

36,565

$

40,099 

Total net gain on transfer or sale of operating properties (3)

$

108

$

2,377 

$

     3,867 

$

1,782

$

2,708 

Benefit for income taxes (4)

$

-

$

$

  20,061

$

11,645

$

20,242 

Provision for income taxes (5)

$

19,537

$

3,228 

$

            - 

$

$

Impairment charges (6)

$

15,877

$

      32,661 

$

 149,088 

$

147,529

$

13,796 

Income/(loss) from continuing operations (7)

$

164,956

$

   126,025

$

    (1,926) 

$

218,218

$

343,830

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

 

 

 

 

 

 

 

 

 

 

Basic

$

0.26

$

         0.18

$

(0.14) 

$

0.66

$

1.29 

Diluted

$

0.26

$

         0.18

$

(0.14) 

$

0.66

$

1.26 

Weighted average number of shares of common stock:

 

 

 

 

 

 

 

 

 

 

Basic

 

406,530

 

405,827 

 

350,077 

 

257,811

 

252,129 

Diluted

 

407,669

 

406,201 

 

350,077 

 

258,843

 

257,058 

Cash dividends declared per common share

$

0.73

$

0.66 

$

0.72 

$

1.68

$

1.52 


 

 

December 31,

 

 

2011

 

2010

 

2009

 

2008

 

2007

 

 

(in thousands)

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

Real estate, before accumulated depreciation

$

8,777,985

$

8,592,760 

$

 8,882,341

$

7,818,916

$

7,325,035 

Total assets

$

9,614,516

$

9,833,875 

$

10,183,079

$

9,397,147

$

9,097,816 

Total debt

$

4,114,385

$

4,058,987 

$

4,434,383

$

4,556,646

$

4,216,415 

Total stockholders' equity

$

4,686,386

$

4,935,842 

$

  4,852,973

$

3,983,698

$

3,894,225 

 

 

 

 

 

 

 

 

 

 

 

Cash flow provided by operations

$

  448,613

$

   479,935 

$

  403,582

$

    567,599

$

    665,989 

Cash flow (used for)/provided by investing activities

$

   (20,760)

$

     37,904 

$

(343,236)

$

(781,350)

$

(1,507,611)

Cash flow (used for)/provided by financing activities

$

(440,125)

$

(514,743)

$

  (74,465)

$

   262,429

$

    584,056 


(1)   Does not include (i) revenues from rental property relating to unconsolidated joint ventures, (ii) revenues relating to the investment in retail store 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, 2011, 2010, 2009, 2008 and 2007 and properties classified as held for sale as of December 31, 2011, 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.




14



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 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, 2011, the Company had interests in 946 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 138.1 million square feet of gross leasable area (“GLA”) and 845 other property interests, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 34.1 million square feet of GLA, for a grand total of 1,791 properties aggregating 172.2 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 that 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 over time, 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, 2011:


Portfolio Information:


·

Occupancy rose from 93.0% at December 31, 2010 to 93.3% at December 31, 2011 in the Combined Shopping Center Portfolio.

·

Occupancy rose from 92.4% at December 31, 2010 to 93.1% at December 31, 2011 for the U.S. combined shopping center.

·

Executed 2,474 leases, renewals and options totaling over 8.0 million square feet in the Combined Shopping Center Portfolio.


Acquisition Activity:


·

Acquired 19 shopping center properties, an outparcel and one land parcel comprising an aggregate 2.5 million square feet of GLA, for an aggregate purchase price of approximately $374.6 million including the assumption of approximately $117.9 million of non-recourse mortgage debt encumbering 12 of the properties.


Disposition Activity:


·

During 2011, the Company monetized non-retail assets of approximately $295.4 million and reduced its non-retail book values by approximately $286.6 million to approximately $512 million, which represents less than 5.4% of total assets.

·

Included in the monetization above are the disposition of (i) four properties and one land parcel, in separate transactions, for an aggregate sales price of approximately $15.1 million and (ii) one property from a consolidated joint venture in which the Company had a preferred equity investment for a sales price of approximately $6.1 million.  These transactions resulted in aggregate impairment charges of $4.4 million and a profit participation of approximately $1.4 million, before income tax benefit of approximately $1.4 million.

·

Also included in the monetization above is (i) the Company’s receipt of approximately $13.9 million in distributions from the Albertson’s joint venture, in which the Company recognized approximately $13.9 million, before income tax, of equity in income, (ii) the Company’s receipt of approximately $49.3 million in distributions from two preferred equity investments, in which the Company recognized in aggregate approximately $10.6 million of equity in income and (iii) the Company’s sale of various marketable securities for an aggregate sales price of approximately $198.2 million.



15




·

Additionally, during 2011, the Company disposed of, in separate transactions, 23 operating properties, one development property and an outparcel for an aggregate sales price of approximately $113.4 million which resulted in an aggregate gain of approximately $17.3 million and aggregate impairment charges of approximately $13.5 million, before income tax benefit and noncontrolling interest.

·

Also during 2011, the Company transferred an operating property and a merchant building property for an aggregate sales price of approximately $61.5 million to a newly formed unconsolidated joint venture in which the Company has a noncontrolling interest.  This transaction resulted in an aggregate gain of approximately $14.6 million, of which the Company deferred approximately $2.2 million due to its continued involvement.


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


·

Established a new $1.75 billion unsecured revolving credit facility with a group of banks, which is scheduled to expire in October 2015 and has a one-year extension.


Impairments:


·

The U.S. economic and market conditions stabilized throughout 2011 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 $32.8 million (including approximately $16.9 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 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 Footnote 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 2011.  The Company’s share of these charges was approximately $14.1 million, before income taxes (see Footnotes 2, 8 and 9 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’s (“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 are directly affected by management’s estimate of impairments and/or valuation allowances.


Revenue Recognition and Accounts Receivable


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



16



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


Real Estate


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


Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), 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 unleveraged) of the property over its remaining useful life is less than the net carrying value of the property.  Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.  To the extent impairment has occurred, the carrying value of the property would be adjusted to reflect the estimated fair value of the property.


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


Investments in Unconsolidated Joint Ventures


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



17




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 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.


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


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


The Company must use judgment in considering the relative impact of negative and positive evidence.  The 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.





18



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.


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


Results of Operations


Comparison 2011 to 2010


 

 

2011

 

2010

 

Increase

 

% change

 

 

(all amounts in millions)

 

 

 

 

 

 

 

 

 

 

 

Revenues from rental property (1)

$

873.7

$

831.2

$

42.5

 

5.1%

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

13.9

$

13.8

$

0.1

 

0.7%

Real estate taxes

 

117.2

 

113.7

 

3.5

 

3.1%

Operating and maintenance

 

124.9

 

118.6

 

6.3

 

5.3%

 

$

256.0

$

246.1

$

9.9

 

4.0%

Depreciation and amortization (3)

$

247.5

$

232.8

$

14.7

 

6.3%


(1)

Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2011 and 2010, providing incremental revenues for the year ended December 31, 2011 of $35.7 million, as compared to the corresponding period in 2010 and (ii) the completion of certain development and redevelopment projects, tenant buyouts and overall growth in the current portfolio, providing incremental revenues of approximately $7.9 million, for the year ended December 31, 2011, as compared to the corresponding period in 2010, which was partially offset by (iii) a decrease in revenues of approximately $1.1 million for the year ended December 31, 2011, as compared to the corresponding period in 2010, primarily resulting from the partial sale of certain properties during 2011 and 2010.


(2)

Rental property expenses increased primarily due to (i) operating property acquisitions during 2011 and 2010, and (ii) the placement of certain development properties into service, which resulted in lower capitalization of carry costs.


(3)

Depreciation and amortization increased primarily due to (i) operating property acquisitions during 2011 and 2010, (ii) the placement of certain development properties into service and (iii) tenant vacancies.


Mortgage and other financing income decreased $2.1 million to $7.3 million for the year ended December 31, 2011, as compared to $9.4 million for the corresponding period in 2010. This decrease is primarily due to a decrease in interest income resulting from the repayment of certain mortgage receivables during 2011 and 2010.


Management and other fee income decreased approximately $4.6 million to $35.3 million for the year ended December 31, 2011, as compared to $39.9 million for the corresponding period in 2010. This decrease is primarily due to a decrease in property management fees of approximately $2.4 million recognized during 2011, as compared to 2010, primarily due to the disposition of properties during 2011 and 2010 and a decrease in transaction related fees of approximately $2.2 million recognized during 2011, as compared to 2010.   




19



General and administrative expenses increased approximately $9.7 million to $118.9 million for the year ended December 31, 2011, as compared to $109.2 million for the corresponding period in 2010.  This change is primarily a result of an increase in equity awards expense related to grants issued during 2011 and 2010 and an increase in other personnel related costs during 2011, as compared to the corresponding periods in 2010.


Interest, dividends and other investment income decreased approximately $4.6 million to $16.6 million for the year ended December 31, 2011, as compared to $21.2 million for the corresponding period in 2010. This decrease is primarily due to the sale of the Valad notes resulting in a decrease in interest income of approximately $13.5 million, partially offset by (i) an increase in bank interest income of approximately $1.1 million during 2011, as compared to the corresponding period in 2010, primarily resulting from the change in cash balances during 2011 and (ii) an income distribution of approximately $7.4 million from a cost method investment during 2011.   


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.


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


During 2010, the Company disposed of a land parcel for a sales price of approximately $0.8 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 2011, the Company recognized aggregate impairment charges of approximately $15.3 million (not including approximately $16.9 million which is included in discontinued operations), before income taxes and noncontrolling interest, relating to adjustments to property carrying values, investments in other real estate investments, investment in real estate joint ventures and other investments.  The Company’s estimated fair values relating to these impairment assessments were based upon their respective estimated sales prices.  Based on these inputs, the Company determined that its valuation in these investments was classified within Level 3 of the FASB fair value hierarchy. 


Additionally, during 2011, the Company recorded impairment charges of approximately $0.6 million due to the decline in value of certain marketable securities that were deemed to be other-than-temporary.


During 2010, the Company recognized impairment charges of approximately $28.0 million (not including approximately $6.5 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. 


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.


(Provision)/benefit for income taxes changed by approximately $16.3 million to a provision of approximately $19.5 million for the year ended December 31, 2011, as compared to a provision of approximately $3.2 million for the corresponding period in 2010. This change is primarily due to (i) a decrease in income tax benefit of approximately $10.3 million related to fewer impairments taken during the year ended December 31, 2011, as compared to the corresponding period in 2010, (ii) an increase in the income tax provision expense of approximately $4.8 million in connection with gains on sale of development properties during 2011, as compared to 2010, (iii) a decrease in tax benefit of approximately $4.9 million as a result of reduced interest expense for the Company’s taxable REIT subsidiaries, (iv) a tax provision of approximately $2.7 million resulting from the receipt of a cash distribution in excess of the Company’s carrying value of a cost method investment during 2011 and (v) a tax provision of approximately $1.4 million resulting from incremental earnings due to increased profitability from properties within the Company’s taxable REIT subsidiaries, partially offset by (vi) a decrease in foreign taxes of approximately $6.8 million primarily resulting from an unrealized foreign exchange loss recognized for Mexican tax purposes on U.S. denominated mortgage debt within the Company’s Latin American property portfolio.  




20



Equity in income of joint ventures, net increased approximately $29.4 million to $64.0 million for the year ended December 31, 2011, as compared to $34.6 million for the corresponding period in 2010.  This increase is primarily the result of (i) a decrease in impairment charges of approximately $10.0 million resulting from fewer impairment charges recognized against certain joint venture properties during the year ended December 31, 2011, as compared to the corresponding period in 2010, (ii) an increase in equity in income of approximately $4.2 million from the Company’s InTown Suites investment primarily resulting from increased operating profitability, (iii) an increase in equity in income of approximately $2.3 million from the Company’s joint venture investments in Canada primarily resulting from the Company increasing its noncontrolling ownership interest in certain Canadian portfolios, (iv) an increase in equity in income of approximately $2.1 million from the Company’s joint venture investments in Latin America primarily resulting from lease-up activities at properties that were placed into service, (v) a decrease of approximately $7.2 million in equity in loss from a joint venture in which the Company no longer has an equity basis and is therefore no longer required to record equity losses, (vi) an increase in gains on sales of approximately $4.9 million for 2011, as compared to 2010 and (vii) incremental earnings due to increased profitability from properties within the Company’s joint venture program, partially offset by (viii) 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 during the year ended December 31, 2010.


Equity in income from other real estate investments, net decreased approximately $9.0 million to $51.8 million for the year ended December 31, 2011, as compared to $60.8 million for the corresponding period in 2010.  This decrease is primarily due to a decrease of approximately $7.2 million in equity in income from the Albertson’s joint venture resulting from lower cash distributions received in excess of the Company’s investment during 2011, as compared to the corresponding period during 2010 and a decrease of approximately $2.7 million in equity in earnings including profit participation earned from the Company’s Preferred Equity Program during 2011, as compared to the corresponding period in 2010.


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


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


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.


Net income attributable to the Company increased approximately $26.2 million to $169.1 million for the year ended December 31, 2011, as compared to $142.9 million for the corresponding period in 2010.  On a diluted per share basis, net income attributable to the Company was $0.27 for 2011, as compared to net income of $0.22 for 2010.  These increases are primarily attributable to (i) additional incremental earnings due to increased profitability from the Company’s operating properties and the acquisition of operating properties during 2011 and 2010, (ii) an increase in gain on sale of development properties recognized during 2011, as compared to 2010, (iii) increased equity in income of joint ventures, net primarily due to incremental earnings from increased profitability within the joint venture portfolios and fewer impairment charges recognized against certain joint venture properties during the year ended December 31, 2011, as compared to the corresponding period in 2010 and (iv) early extinguishment of debt charges recognized during 2010, aggregating approximately $10.8 million, partially offset by (v) an increase in provision for income taxes.



21



Comparison 2010 to 2009


 

 

2010

 

2009

 

Increase

 

% change

 

 

(all amounts in millions)

 

 

 

 

 

 

 

 

 

 

 

Revenues from rental property (1)

$

831.2

$

755.4

$

75.8

 

10.0%

Rental property expenses: (2)

 

 

 

 

 

 

 

 

Rent

$

13.8

$

13.6

$

0.2

 

1.5%

Real estate taxes

 

113.7

 

108.4

 

5.3

 

4.9%

Operating and maintenance

 

118.6

 

105.3

 

13.3

 

12.6%

 

$

246.1

$

227.3

$

18.8

 

8.3%

Depreciation and amortization (3)

$

232.8

$

221.8

$

11.0

 

5.0%


(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 $4.3 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.


(2)

Rental property expenses increased primarily due to (i) operating property acquisitions during 2010 and 2009 and (ii) the placement of certain development properties into service, which resulted in lower capitalization of carry costs, partially offset by (iii) certain 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 vacancies, partially offset by (iv) 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 $2.6 million to $39.9 million for the year ended December 31, 2010, as compared to $42.5 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 $11.9 million to $21.2 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 $10.1 million to an expense of approximately $4.6 million for the year ended December 31, 2010, as compared to income of approximately $5.5 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 $18.3 million to $226.1 million for the year ended December 31, 2010, as compared to $207.8 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.


During 2010, the Company disposed of a land parcel for a sales price of approximately $0.8 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.  




22



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 $28.0 million (not including approximately $6.5 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. 


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 $119.0 million (not including approximately $26.0 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 $23.3 million to a provision of approximately $3.2 million for the year ended December 31, 2010, as compared to a benefit of approximately $20.1 million for the corresponding period in 2009. This change is primarily due to (i) a decrease in income tax benefit of approximately $12.4 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 $31.2 million to $34.6 million for the year ended December 31, 2010, as compared to $3.4 million for the corresponding period in 2009. This increase is primarily the result of a (i) 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, (ii) 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 (iii) 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.


Equity in income of other real estate investments, net increased approximately $26.4 million to $60.8 million for the year ended December 31, 2010, as compared to $34.4 million for the corresponding period in 2009.  This increase is primarily due to 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 and an increase of approximately $7.2 million in profit participation earned from capital transactions within the Company’s Preferred Equity Program during 2010 as compared to the corresponding period in 2009.




23



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 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.


Liquidity and Capital Resources


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


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


 

 

Year Ended December 31,

 

 

2011

 

2010

 

2009

Net cash flow provided by operating activities

$

448.6 

$

479.9 

$

403.6 

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

$

(20.8)

$

37.9 

$

(343.2)

Net cash flow used for financing activities

$

(440.1)

$

(514.7)

$

(74.5)


Operating Activities


The Company anticipates that cash on hand, borrowings under its revolving credit facility, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company.  Net cash flow provided by operating activities for the year ended December 31, 2011, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2011 and 2010, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) distributions from the Company’s joint venture programs.


Cash flow provided by operating activities for the year ended December 31, 2011, was approximately $448.6 million, as compared to approximately $479.9 million for the comparable period in 2010.  The change of approximately $31.3 million is primarily attributable to changes in accounts payable and accrued expenses due to the timing of payments.


Investing Activities


Cash flow used for investing activities for the year ended December 31, 2011, was approximately $20.8 million, as compared to cash flows provided by investing activities of approximately $37.9 million for the comparable period in 2010.  This change of approximately $58.7 million resulted primarily from (i) an increase in the acquisition of and improvements to operating real estate, (ii) an increase in investments and advances to real estate joint ventures, (iii) a decrease in reimbursements of advances to real estate joint ventures, (iv) a decrease in proceeds from the sale of operating and development properties during the year ended December 31, 2011, as compared to the corresponding period in 2010, partially offset by, (v) an increase in proceeds from the sale of marketable securities, (vi) an increase in reimbursements of advances to real estate joint ventures and (vii) an increase in reimbursements of other investments.



24



Acquisitions of and Improvements to Operating Real Estate


During the year ended December 31, 2011, the Company expended approximately $343.3 million towards acquisition of and improvements to operating real estate including $73.7 million expended in connection with redevelopments and re-tenanting projects as described below.  (See Footnote 4 of the Notes to the Consolidated Financial Statements included in this 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 2012 will be approximately $25.0 million to $35.0 million.  The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving line of credit.


Investments and Advances to Real Estate Joint Ventures


During the year ended December 31, 2011, the Company expended approximately $171.7 million for investments and advances to real estate joint ventures and received approximately $63.5 million from reimbursements of advances to real estate joint ventures.  (See Footnote 8 of the Notes to the Consolidated Financial Statements included in this 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.  The ground-up development projects generally have significant pre-leasing prior to the commencement of construction. As of December 31, 2011, the Company had in progress a total of four ground-up development projects, consisting of (i) two projects located in the U.S., (ii) one project located in Chile and (iii) one project located in Peru.


During the year ended December 31, 2011, the Company expended approximately $37.9 million in connection with construction costs related to ground-up development projects. The Company anticipates its capital commitment during 2012 toward these and other development projects will be approximately $15.0 million to $25.0 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, 2011, the Company received net proceeds of approximately $180.1 million relating to the sale of various operating properties and ground-up development projects.  (See Footnotes 5 and 7 of the Notes to the Consolidated Financial Statements included in this Form 10-K.)


Financing Activities


Cash flow used for financing activities for the year ended December 31, 2011, was approximately $440.1 million, as compared to approximately $514.7 million for the comparable period in 2010. This change of approximately $74.6 million resulted primarily from (i) an overall decrease in aggregate principal payments of approximately $191.6 million, (ii) a net increase of approximately $123.4 million in net borrowings/repayments under the Company’s unsecured revolving credit facility, (iii) a decrease in the repayment of unsecured term loan/notes of approximately $379.1 million, (iv) a decrease in the redemption of noncontrolling interests of approximately $54.2 million, partially offset by (v) decreases in proceeds from issuance of unsecured term loans/notes of approximately $449.7 million, (vi) a decrease in proceeds from the issuance of stock of approximately $171.3 million and (vii) an increase in dividends paid of approximately $46.8 million.


The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. The credit environment has improved and the Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.  The Company has noticed a continuing trend that although pricing 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 are at manageable levels.  The Company continues to assess 2012 and beyond to ensure the Company is prepared if the current credit market conditions deteriorate.


Debt maturities for 2012 consist of:  $352.6 million of consolidated debt; $1.1 billion of unconsolidated joint venture debt; and $151.8 million of preferred equity debt, assuming the utilization of extension options where available.  The 2012 consolidated debt maturities are anticipated to be extended, refinanced or repaid with operating cash flows, borrowings from the Company’s credit facility, which at December 31, 2011, the Company had approximately $1.5 billion available under its credit facility.  The 2012 unconsolidated joint venture and preferred equity debt maturities are anticipated to be extended or repaid through debt refinancing and partner capital contributions, as deemed appropriate.




25



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


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


During October 2011, the Company established a new $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in October 2015 and has a one-year extension option.  This credit facility, which replaced the Company’s $1.5 billion unsecured U.S. credit facility and CAD $250.0 million credit facility, provides funds to finance general corporate purposes, including (i) property acquisitions, (ii) investments in the Company’s institutional management programs, (iii) development and redevelopment costs and (iv) any short-term working capital requirements. Interest on borrowings under the Credit Facility accrues at LIBOR plus 1.05% and fluctuates in accordance with changes in the Company’s senior debt ratings and has a facility fee of 0.20% per annum.  As part of this Credit Facility, the Company has a competitive bid option whereby the Company could auction up to $875.0 million of its requested borrowings to the bank group.  This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread.  In addition, as part of the Credit Facility, the Company has a $500.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Canadian Dollars, Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios.  As of December 31, 2011, the Credit Facility had a balance of $238.9 million outstanding and $26.9 million appropriated for letters of credit.


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


Covenant

 

Must Be

 

As of 12/31/11

Total Indebtedness to Gross Asset Value (“GAV”)

 

<60%

 

43%

Total Priority Indebtedness to GAV

 

<35%

 

11%

Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense

 

>1.75x

 

3.07x

Fixed Charge Total Adjusted EBITDA to Total Debt Service

 

>1.50x

 

2.37x


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


During March 2008, the Company obtained a Mexican peso (“MXN”) 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 MXN 500.0 million unsecured revolving credit facility, which was terminated by the Company.  Remaining proceeds from this term loan were used for funding MXN denominated investments. As of December 31, 2011, the outstanding balance on this term loan was MXN 1.0 billion (approximately USD $71.5 million).  The Mexican term loan covenants are similar to the Credit Facility covenants described above.  The Company is currently in compliance with these covenants.


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 Footnote 13 of the Notes to Consolidated Financial Statements included in this 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 12/31/11

Consolidated Indebtedness to Total Assets

 

<60%

 

39%

Consolidated Secured Indebtedness to Total Assets

 

<40%

 

10%

Consolidated Income Available for Debt Service to Maximum Annual Service Charge

 

>1.50x

 

3.5x

Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness

 

>1.50x

 

2.9x




26



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 34, for specific filing information.


During 2011, the Company repaid the $88.0 million outstanding on its 4.82% medium-term notes, which matured in August 2011, and assumed approximately $124.8 million of individual non-recourse mortgage debt relating to the acquisition of 12 operating properties, including an increase of approximately $6.9 million associated with fair value debt adjustments and paid off approximately $62.5 million of mortgage debt that encumbered 10 operating properties.


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.  The Company will renew this shelf registration statement during the first half of 2012.


The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares in connection with the exercise of stock options or the issuance of restricted stock awards. These share repurchases may occur in open market purchases, privately negotiated transactions or otherwise, subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.  During the year ended December 31, 2011, the Company repurchased 333,998 shares of the Company’s common stock for approximately $6.0 million, of which $4.9 million was provided to the Company from stock options exercised.


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, 2011, the Company had over 415 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 $353.8 million in 2011, as compared to $307.0 million in 2010 and $331.0 million in 2009.


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 $0.19 per common share payable to shareholders of record on January 4, 2012, which was paid on January 17, 2012. Additionally, the Company’s Board of Directors declared a quarterly cash dividend of $0.19 per common share payable to shareholders of record on April 4, 2012, which is scheduled to be paid on April 16, 2012.


The Company is subject to taxes on its activities in Canada, Mexico, Brazil, Chile, and Peru.  Dividends paid to the Company from its subsidiaries and joint ventures in Canada, Mexico and Brazil are generally not subject to withholding taxes under the applicable tax treaty with the United States. Chile and Peru impose a 10% and 4.1% withholding tax, respectively, on dividend distributions. Brazil levies a 0.38% transaction tax on return of capital distributions.  During 2011, less than $0.1 million of withholding and transaction taxes were withheld from distributions related to foreign activities.  The Company does not anticipate the need to repatriate foreign funds from Chile, Peru or Brazil to provide for its cash flow needs in the U.S. and, as such, no significant withholding or transaction taxes are expected in the foreseeable future.


Contractual Obligations and Other Commitments


The Company has debt obligations relating to its revolving credit facility, MTNs, senior notes, mortgages and construction loans with maturities ranging from less than one year to 24 years.  As of December 31, 2011, the Company’s total debt had a weighted average term to maturity of approximately 4.6 years.  In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio.  As of December 31, 2011, 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 13 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 $8.9 million) and obligations under non-cancelable operating leases as of December 31, 2011 (in millions):



27




 

 

2012

 

2013

 

2014

 

2015

 

2016

 

Thereafter

 

Total

Long-Term Debt-Principal(1)

$

423.6

$

671.4

$

521.6

$

699.6

$

478.5

$

1,310.8

$

4,105.5

Long-Term Debt-Interest(2)

$

222.8

$

190.8

$

148.8

$

128.9

$

92.2

$

164.6

$

948.1

Operating Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Ground Leases

$

12.7

$

12.7

$

12.3

$

11.3

$

10.5

$

171.5

$

231.0

  Retail Store Leases

$

2.6

$

2.3

$

1.7

$

1.3

$

1.0

$

0.6

$

9.5


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

(2)   For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2011.


The Company has accrued $16.9 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, 2011. These amounts are not included in the table above because a reasonably reliable estimate regarding the timing of settlements with the relevant tax authorities, if any, cannot be made.


The Company has $17.0 million of medium term notes, $198.9 million of unsecured notes payable and $182.4 million of secured debt scheduled to mature in 2012.  The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facility and new debt issuances.


The Company has issued letters of credit in connection with completion and repayment guarantees for loans encumbering certain of the Company’s redevelopment projects and guarantee of payment related to the Company’s insurance program. These letters of credit aggregate approximately $33.2 million.


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, 2011 (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

Factoria Mall

$  51.8

LIBOR plus 4.00%

2012

Jointly and severally with partner

Mortgage loan

RioCan

$    4.7

Prime plus 2.25%

2012

Jointly with 50% partner

Letter of credit facility

Towson

$  10.0

LIBOR plus 3.50%

2014

Jointly and severally with partner

Mortgage loan

Hillsborough

$    3.0

LIBOR plus 1.50%

2012

Jointly and severally with partner

Promissory note

Victoriaville

$    4.6

Prime plus 0.50%

2012

Jointly and severally with partner

Promissory note

Westside

$    3.1

Prime plus 2.00%

2013

Full guarantee

Promissory note

Sequoia

$    6.0

LIBOR plus 0.75%

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.


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, 2011, the Company had approximately $22.8 million in performance and surety bonds outstanding.


Off-Balance Sheet Arrangements


Unconsolidated Real Estate Joint Ventures


The Company has investments in various unconsolidated real estate joint ventures with varying structures.  These joint ventures primarily operate shopping center properties or are established for development projects.  Such arrangements are generally with third-party institutional investors, local developers and individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans, however, the Company, on a selective basis, 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 Footnote 8 of the Notes to Consolidated Financial Statements included in this Form 10-K).  These investments include the following joint ventures:




28




Venture

Kimco Ownership

Interest

Number of

Properties

Total GLA

(in thousands)

Non-Recourse Mortgage Payable

(in millions)

Recourse Notes Payable

(in millions)

Number of Encumbered

Properties

Average Interest

Rate

Weighted Average Term

(months)

 

 

 

 

 

 

 

 

 

KimPru (c)

15.00%

63

10,906

$1,185.2

$     -

48

5.59%

52.6

 

 

 

 

 

 

 

 

 

RioCan Venture (k)

50.00%

45

9,287

$925.0

$     -

43

5.66%

43.3

 

 

 

 

 

 

 

 

 

KIR (d)

45.00%

59

12,611

$911.5

$     -

44

5.89%

75.6

 

 

 

 

 

 

 

 

 

KUBS (e)

17.90%(a)

42

5,882

$718.9

$     -

42

5.66%

47.4

 

 

 

 

 

 

 

 

 

InTown Suites (j)

(l)

138

   N/A

$474.3

$  147.5(b)

135

5.09%

39.6

 

 

 

 

 

 

 

 

 

BIG Shopping Centers (f)

37.60%(a)

23

3,748

$444.5

$     -

18

5.52%

57.4

 

 

 

 

 

 

 

 

 

SEB Immobilien (h)

15.00%

13

1,798

$243.7

$     -

13

5.34%

61.9

 

 

 

 

 

 

 

 

 

CPP (g)

55.00%

6

2,381

$166.3

$     -

3

4.45%

27.0

 

 

 

 

 

 

 

 

 

Kimco Income Fund (i)

15.20%

12

1,527

$164.7

$     -

12

5.45%

32.7


(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 The 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, 2011, these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating approximately $2.3 billion and unsecured notes payable aggregating approximately $3.0 million.  The aggregate debt as of December 31, 2011, of all of the Company’s unconsolidated real estate joint ventures is approximately $7.7 billion, of which the Company’s proportionate share of this debt was approximately $2.9 billion.  These loans have scheduled maturities ranging from one month to 23 years and bear interest at rates ranging from 0.68% to 10.50% at December 31, 2011. Approximately $ 1.1 billion of the aggregate outstanding loan balance matures in 2012, of which the Company’s proportionate share is approximately $503.2 million.  These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing and partner capital contributions, as deemed appropriate. (See Footnote 8 of the Notes to Consolidated Financial Statements included in this Form 10-K).


Other Real Estate Investments


The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. The Company accounts for its preferred equity investments under the equity method of accounting.  As of December 31, 2011, the Company’s net investment under the Preferred Equity Program was approximately $193.4 million relating to 128 properties. As of December 31, 2011, these preferred equity investment properties had individual non-recourse mortgage loans aggregating approximately $892.0 million. 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, 2011, the remaining 397 properties were encumbered by third party loans aggregating approximately $376.8 million, not including approximately $69.9 million in net fair market value of debt adjustments, with interest rates ranging from 5.08% to 10.47%, a weighted average interest rate of 9.3% and maturities ranging from two 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.



29




As of December 31, 2011, 19 of these leveraged lease properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $32.3 million.  As of December 31, 2011, the remaining 11 properties were encumbered by third-party non-recourse debt of approximately $27.9 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 with increased access and availability to secured mortgage debt and the unsecured bond and equity markets. However, there remains concern over high unemployment rates in the U.S. and concerns over sovereign debt issues and 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 part of the United States, such as Nevada, Arizona and the southern portion of 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 Form 10-K.




30



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, 2011, with corresponding weighted-average interest rates sorted by maturity date.  The table does not include extension options where available.  Amounts include fair value purchase price allocation adjustments for assumed debt. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency.  The instruments’ actual cash flows are denominated in U.S. dollars, Canadian dollars (CAD), Mexican pesos (MXN) and Chilean Pesos (CLP) as indicated by geographic description ($USD equivalent in millions).


 

2012

2013

2014

2015

2016

Thereafter

Total

Fair Value

U.S. Dollar Denominated

 

 

 

 

 

 

 

 

Secured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$94.9

$  115.0

$  195.0

$  113.8

$ 179.6

$ 287.2

$  985.5

$1,064.0

Average Interest Rate

5.86%

5.84%

6.48%

5.43%

7.24%

6.41%

6.34%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$  87.5

$  -

$ 20.7

$  6.0

$  -

$  -

$ 114.2

$  116.4

Average Interest Rate

3.78%

-

2.20%

0.30%

-

-

3.31%

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  215.9

$  275.4

$ 295.0

$ 350.0  

$ 300.0

$ 890.9

$ 2,327.2

$ 2,484.2

Average Interest Rate

6.00%

5.39%

5.20%

5.29%

5.78%

5.62%

5.55%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$ 3.7

$  -

$  -

$  204.6

$  -

$  -

$ 208.3

$ 197.2

Average Interest Rate

5.50%

-

-

0.41%

-

-

0.49%

 


CAD Denominated

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  -

$  195.8

$  -

$  -

$  -

$ 146.8

$ 342.6

$362.4

Average Interest Rate

-

5.18%

-

-

-

5.99%

5.53%

 

 

 

 

 

 

 

 

 

 

Variable Rate

$  -

$  -

$  -

$  34.3

$  -

$  -

$ 34.3

$32.7

Average Interest Rate

-

-

-

2.25%

-

-

2.25%

 

 

 

 

 

 

 

 

 

 

MXN Denominated

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

 

 

 

 

 

 

Fixed Rate

$  -

$  71.5

$  -

$  -

$  -

$  -

$ 71.5

$ 60.2

Average Interest Rate

-

8.58%

-

-

-

-

8.58%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CLP Denominated

 

 

 

 

 

 

 

 

Secured Debt

 

 

 

 

 

 

 

 

Variable Rate

$  -

$  -

$  -

$  -

$  -

$ 30.8

$ 30.8

$ 35.1

Average Interest Rate

-

-

-

-

-

5.72%

5.72%

 


Based on the Company’s variable-rate debt balances, interest expense would have increased by approximately $3.9 million in 2011 if short-term interest rates were 1.0% higher.


The Company also faces foreign currency exchange risk.  The following table presents the Company’s foreign investments as of December 31, 2011.  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 (MXN)

 

8,885.7

$

637.1

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

 

389.6

$

382.7

Chilean real estate investments (CLP)

 

32,595.9

$

62.5

Brazilian real estate investments (Brazilian Real)

 

45.3

$

24.1

Peruvian real estate investments (Peruvian Nuevo Sol)

 

13.8

$

5.1


The foreign currency exchange risk has been partially mitigated, but not eliminated, through the use of local currency denominated debt.  The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.  As of December 31, 2011, the Company has no other material exposure to market risk.




31



Item 8.  Financial Statements and Supplementary Data


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


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


None.


Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


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


Changes in Internal Control Over Financial Reporting


There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2011, 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, 2011.


The effectiveness of our internal control over financial reporting as of December 31, 2011, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.


Item 9B. Other Information


None.

PART III


Item 10.  Directors, Executive Officers and Corporate Governance


The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Corporate Governance,” “Committees of the Board of Directors” and “Section 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.




32



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


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


Item 14. Principal Accounting Fees and Services


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


PART IV


Item 15.

Exhibits and Financial Statement Schedules

 

 

 

 

(a)   1.

 Financial Statements  –

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

Form10-K
Report
Page

 

 

 

 

Report of Independent Registered  Public Accounting Firm

38

 

 

 

 

Consolidated Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of  December 31, 2011 and 2010

39

 

 

 

 

Consolidated Statements of Operations for the years ended

December 31, 2011, 2010 and 2009

40

 

 

 

 

Consolidated Statements of Comprehensive Income

for the years ended December 31, 2011, 2010 and 2009

41

 

 

 

 

Consolidated Statements of Changes in Equity

for the years ended December 31, 2011, 2010 and 2009

42

 

 

 

 

Consolidated Statements of Cash Flows for the years ended

December 31, 2011, 2010 and 2009

43

 

 

 

 

Notes to Consolidated Financial Statements

44

 

 

 

2

. Financial Statement Schedules -

 

 

 

 

 

Schedule II -

Valuation and Qualifying Accounts

89

 

Schedule III -

Real Estate and Accumulated Depreciation

90

 

Schedule IV -

Mortgage Loans on Real Estate

106

 

 

 

 

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.

34




33



INDEX TO EXHIBITS


 

 

Incorporated by Reference

 

 

Exhibit

Number

Exhibit Description

Form

File No.

Date of

Filing

Exhibit

Number

Filed

Herewith

Page

Number

3.1(a)

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

10-K

1-10899

02/28/11

3.1(a)

 

 

3.1(b)

Articles Supplementary of the Company dated November 8, 2010

10-K

1-10899

02/28/11

3.1(b)

 

 

3.2

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

 

 




34




 

 

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

10-K/A

1-10899

08/17/10

10.18

 

 

10.13

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

 

 

10.24

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

8-K

1-10899

11/2/11

10.1

 

 

 

 

 

 

 

 

 

 

12.1

Computation of Ratio of Earnings to Fixed Charges

X

107

12.2

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

X

108

21.1

Subsidiaries of the Company

X

109

23.1

Consent of PricewaterhouseCoopers LLP

X

117

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

118

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

119

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

120

99.1

Property Chart

X

121

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

 




35




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 24, 2012


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


Signature

 

Title

Date

 

 

 

 

/s/  Milton Cooper

 

Executive Chairman of the Board of Directors

February 24, 2012

Milton Cooper

 

 

 

 

 

 

 

/s/  David B. Henry

 

Chief Executive Officer and Vice Chairman of

February 24, 2012

David B. Henry

 

the Board of Directors

 

 

 

 

 

/s/  Richard G. Dooley

 

Director

February 24, 2012

Richard G. Dooley

 

 

 

 

 

 

 

/s/  Joe Grills

 

Director

February 24, 2012

Joe Grills

 

 

 

 

 

 

 

/s/  F. Patrick Hughes

 

Director

February 24, 2012

F. Patrick Hughes

 

 

 

 

 

 

 

/s/  Frank Lourenso

 

Director

February 24, 2012

Frank Lourenso

 

 

 

 

 

 

 

/s/  Richard Saltzman

 

Director

February 24, 2012

Richard Saltzman

 

 

 

 

 

 

 

/s/  Philip Coviello

 

Director

February 24, 2012

Philip Coviello

 

 

 

 

 

 

 

/s/  Colombe Nicholas

 

Director

February 24, 2012

Colombe Nicholas

 

 

 

 

 

 

 

 

 

 

 

/s/  Michael V. Pappagallo

 

Executive Vice President -

February 24, 2012

Michael V. Pappagallo

 

Chief Operating Officer

 

 

 

 

 

/s/  Glenn G. Cohen

 

Executive Vice President -

February 24, 2012

Glenn G. Cohen

 

Chief Financial Officer and

 

 

 

Treasurer

 

 

 

 

 

/s/  Paul Westbrook

 

Vice President -

February 24, 2012

Paul Westbrook

 

Chief Accounting Officer

 




36



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

38

 

 

Consolidated Financial Statements and Financial Statement Schedules:

 

 

 

                    Consolidated Balance Sheets as of December 31, 2011 and 2010

39

 

 

                    Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009

40

 

 

                    Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, 2010 and

                              2009

41

 

 

                    Consolidated Statements of Changes in Equity for the years ended December 31, 2011, 2010 and 2009

42

 

 

                    Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009

43

 

 

         Notes to Consolidated Financial Statements

44

 

 

         Financial Statement Schedules:

 

 

 

II.

Valuation and Qualifying Accounts

89

III.

Real Estate and Accumulated Depreciation

90

IV.

Mortgage Loans on Real Estate

106




37



Report of Independent Registered Public Accounting Firm



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


In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Kimco Realty Corporation and its subsidiaries (the "Company") at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 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, 2011, 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 appearing under Item 9A.  Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


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


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




/s/ PricewaterhouseCoopers LLP

New York, New York

February 27, 2012



38




KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)


 

 

 

December 31,

 

December 31,

 

 

 

 2011

 

 2010

 Assets:

 

 

 

 

 

Real Estate

 

 

 

 

 

      Rental property

 

 

 

 

 

               Land

$

1,945,045

$

1,837,348

 

               Building and improvements

 

6,652,537

 

6,420,405

 

 

 

8,597,582

 

8,257,753

 

               Less: accumulated depreciation and amortization

 

(1,693,090)

 

(1,549,380)

 

 

 

6,904,492

 

6,708,373

 

      Real estate under development

 

180,403

 

335,007

 

                Real estate, net

 

7,084,895

 

7,043,380

 

 

 

 

 

 

 

 Investments and advances in real estate joint ventures

 

1,404,214

 

1,382,749

 

 Other real estate investments

 

344,131

 

418,564

 

 Mortgages and other financing receivables

 

102,972

 

108,493

 

 Cash and cash equivalents

 

112,882

 

125,154

 

 Marketable securities

 

33,540

 

223,991

 

 Accounts and notes receivable

 

149,807

 

130,536

 

 Deferred charges and prepaid expenses

 

155,246

 

147,048

 

 Other assets

 

226,829

 

253,960

 Total assets

$

9,614,516

$

9,833,875

 

 

 

 

 

 

 Liabilities:

 

 

 

 

 

 Notes payable

$

2,983,886

$

2,982,421

 

 Mortgages payable

 

1,085,371

 

1,046,313

 

 Construction loans payable

 

45,128

 

30,253

 

 Accounts payable and accrued expenses

 

145,172

 

154,482

 

 Dividends payable

 

92,159

 

89,037

 

 Other liabilities  

 

287,583

 

275,023

 Total liabilities

 

4,639,299

 

4,577,529

 Redeemable noncontrolling interests

 

95,074

 

95,060

 

 

 

 

 

 

 Stockholders' equity:

 

 

 

 

 

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

 

 

 

 

 

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

issued and outstanding 700,000 shares

Aggregate liquidation preference $175,000  

 

700

 

700

 

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

issued and outstanding 184,000 shares

Aggregate liquidation preference $460,000  

 

184

 

184

 

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

issued and outstanding 70,000 shares

Aggregate liquidation preference $175,000

 

70

 

70

 

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

issued and outstanding 406,937,830 and 406,423,514 shares, respectively

 

4,069

 

4,064

 

Paid-in capital

 

5,492,022

 

5,469,841

 

 Cumulative distributions in excess of net income

 

(702,999)

 

(515,164)

 

 

 

4,794,046

 

4,959,695

 

Accumulated other comprehensive income

 

(107,660)

 

(23,853)

 Total stockholders' equity

 

4,686,386

 

4,935,842

 

Noncontrolling interests

 

193,757

 

225,444

 Total equity

 

4,880,143

 

5,161,286

 Total liabilities and equity

$

9,614,516

$

9,833,875




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


39



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

Revenues from rental property

$

873,694

$

831,207

$

755,446

Rental property expenses:

 

 

 

 

 

 

 

   Rent

 

(13,889)

 

(13,757)

 

(13,555)

 

   Real estate taxes

 

(117,237)

 

(113,723)

 

(108,406)

 

   Operating and maintenance

 

(124,896)

 

(118,641)

 

(105,345)

Impairment of property carrying values

 

(5,884)

 

(2,253)

 

(24,000)

Mortgage and other financing income

 

7,273

 

9,405

 

14,956

Management and other fee income

 

35,321

 

39,918

 

42,452

Depreciation and amortization

 

(247,549)

 

(232,835)

 

(221,750)

General and administrative expenses

 

(118,937)

 

(109,152)

 

(109,960)

Interest, dividends and other investment income

 

16,566

 

21,241

 

33,077

Other (expense)/income, net

 

(4,891)

 

(4,617)

 

5,528

Interest expense

 

(225,035)

 

(226,102)

 

(207,768)

Early extinguishment of debt charges

 

-

 

(10,811)

 

-

Income from other real estate investments

 

3,824

 

3,642

 

4,654

Gain on sale of development properties

 

12,074

 

2,130

 

5,751

Impairments:

 

 

 

 

 

 

 

Real estate under development

 

-

 

(11,700)

 

(2,100)

 

Investments in other real estate investments

 

(3,290)

 

(13,442)

 

(49,279)

 

Marketable securities and other investments

 

(1,580)

 

(5,266)

 

(30,050)

 

Investments in real estate joint ventures

 

(5,123)

 

-

 

(43,659)

 

Income/(loss) from continuing operations before income taxes, equity in income of joint ventures and equity in income of other real estate investments

 

80,441

 

45,244

 

(54,008)

(Provision)/benefit for income taxes, net

 

(19,537)

 

(3,228)

 

20,061

Equity in income of joint ventures, net

 

64,036

 

34,579

 

3,420

Equity in income of other real estate investments, net

 

51,813

 

60,846

 

34,424

 

    Income from continuing operations

 

176,753

 

137,441

 

3,897

Discontinued operations:

 

 

 

 

 

 

 

Income from discontinued operating properties, net of tax

 

3,565

 

26,076

 

13,591

 

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

 

(15,663)

 

(6,175)

 

(15,715)

 

Gain on disposition of operating properties, net of tax

 

17,327

 

1,932

 

421

 

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

 

5,229

 

21,833

 

(1,703)

(Loss)/gain on transfer of operating properties

 

-

 

(57)

 

26

Gain on sale of operating properties, net

 

108

 

2,434

 

3,841

 

    Total net gain on transfer or sale of operating properties

 

108

 

2,377

 

3,867

 

    Net income

 

182,090

 

161,651

 

6,061

 

Net income attributable to noncontrolling interests

 

(13,039)

 

(18,783)

 

(10,003)

 

    Net income/(loss) attributable to the Company

 

169,051

 

142,868

 

(3,942)

 

Preferred stock dividends

 

(59,363)

 

(51,346)

 

(47,288)

 

    Net income/(loss) available to common shareholders

$

109,688

$

91,522

$

(51,230)

Per common share:

 

 

 

 

 

 

 

Income/(loss) from continuing operations:

 

 

 

 

 

 

 

     -Basic

$

0.26

$

0.18

$

(0.14)

 

     -Diluted

$

0.26

$

0.18

$

(0.14)

 

Net income/(loss) attributable to the Company:

 

 

 

 

 

 

 

     -Basic

$

0.27

$

0.22

$

(0.15)

 

     -Diluted

$

0.27

$

0.22

$

(0.15)

Weighted average shares:

 

 

 

 

 

 

 

     -Basic

 

406,530

 

405,827

 

350,077

 

     -Diluted

 

407,669

 

406,201

 

350,077

Amounts attributable to the Company's common shareholders:

 

 

 

 

 

 

 

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

$

105,593

$

74,679

$

(49,214)

 

Income/(loss) from discontinued operations

 

4,095

 

16,843

 

(2,016)

 

Net income/(loss)

$

109,688

$

91,522

$

(51,230)





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


40



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


 

 

Year Ended December 31,

 

 

2011

 

2010

 

2009

 

 

 

 

 

 

 

Net income

$

182,090

$

161,651

$

6,061

Other comprehensive income:

 

 

 

 

 

 

     Change in unrealized (loss)/gain on marketable securities

 

(4,065)

 

37,006

 

43,662

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

 

549

 

(420)

 

(233)

     Change in foreign currency translation adjustment, net

 

(82,228)

 

52,849

 

20,658

Other comprehensive (loss)/income

 

(85,744)

 

89,435

 

64,087

 

 

 

 

 

 

 

Comprehensive income

 

96,346

 

251,086

 

70,148

 

 

 

 

 

 

 

Comprehensive (income)/loss attributable to noncontrolling interests

 

(11,102)

 

(35,639)

 

9,019

 

 

 

 

 

 

 

Comprehensive income attributable to the Company

$

85,244

$

215,447

$

79,167





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


41



KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2011, 2010 and 2009

(in thousands)


 

 

Retained

Earnings/

(Cumulative

Distributions

in Excess

of Net Income)

 

Accumulated

Other

Comprehensive

Income

 

 

 

 

 

 

 

 

 

Paid-in

Capital

 

Total

Stockholders'

Equity

 

Noncontrolling

Interest

 

Total

Equity

 

Comprehensive

Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

Common Stock

Issued

 

Amount

 

Issued

 

Amount

Balance, January 1, 2009

$

(58,162)

$

(179,541)

 

884

$

884

 

271,081

$

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

-

 

-

 

-

 

-

 

134,344

 

1,344

 

1,065,206

 

1,066,550

 

-

 

1,066,550

 

 

Surrender of common stock

 

-

 

-

 

-

 

-

 

(8)

 

(1)

 

(287)

 

(288)

 

-

 

(288)

 

 

Exercise of common stock options

 

-

 

-

 

-

 

-

 

116

 

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

 

884

 

405,533

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

-

 

-

 

-

 

-

 

353

 

4

 

4,426

 

4,430

 

-

 

4,430

 

 

Surrender of common stock

 

 

 

 

 

 

 

 

 

(78)

 

(1)

 

-

 

(1)

 

-

 

(1)

 

 

Issuance of preferred stock

 

-

 

-

 

70

 

70

 

-

 

-

 

169,114

 

169,184

 

-

 

169,184

 

 

Exercise of common stock options

 

-

 

-

 

-

 

-

 

616

 

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

 

954

 

406,424

 

4,064

 

5,469,841

 

4,935,842

 

225,444

 

5,161,286

 

 

Contributions from noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1,045

 

1,045

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

169,051

 

-

 

-

 

-

 

-

 

-

 

-

 

169,051

 

13,039

 

182,090

$

182,090

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain on marketable securities

 

-

 

(4,065)

 

-

 

-

 

-

 

-

 

-

 

(4,065)

 

-

 

(4,065)

 

(4,065)

Change in unrealized loss on interest rate swaps

 

-

 

549

 

-

 

-

 

-

 

-

 

-

 

549

 

-

 

549

 

549

Change in foreign currency translation adjustment

 

-

 

(80,291)

 

-

 

-

 

-

 

-

 

-

 

(80,291)

 

(1,937)

 

(82,228)

 

(82,228)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

96,346

Redeemable noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(6,370)

 

(6,370)

 

 

Dividends ($0.73 per Common Share; $1.6625 per Class F Depositary Share,  $1.9375 per Class G Depositary Share and $1.7250  per Class H Depositary Share, respectively)

 

(356,886)

 

-

 

-

 

-

 

-

 

-

 

-

 

(356,886)

 

-

 

(356,886)

 

 

Distributions to noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(13,827)

 

(13,827)

 

 

Issuance of common stock

 

-

 

-

 

-

 

-

 

438

 

5

 

4,936

 

4,941

 

-

 

4,941

 

 

Surrender of common stock

 

-

 

-

 

-

 

-

 

(34)

 

(2)

 

(579)

 

(581)

 

-

 

(581)

 

 

Repurchase of common stock

 

-

 

-

 

-

 

-

 

(334)

 

(2)

 

(6,001)

 

(6,003)

 

-

 

(6,003)

 

 

Exercise of common stock options

 

-

 

-

 

-

 

-

 

444

 

4

 

6,533

 

6,537

 

-

 

6,537

 

 

Acquisition of noncontrolling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

4,452

 

4,452

 

(23,637)

 

(19,185)

 

 

Amortization of equity awards

 

-

 

-

 

-

 

-

 

-

 

-

 

12,840

 

12,840

 

-

 

12,840

 

 

Balance, December 31, 2011

$

(702,999)

$

(107,660)

 

954

$

954

 

406,938

$

4,069

$

5,492,022

$

4,686,386

$

193,757

$

4,880,143

 

 


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


42


KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


 

 

Year Ended December 31,

 

 

2011

 

2010

 

2009

Cash flow from operating activities:

 

 

 

 

 

 

  Net income

$

182,090

$

161,651

$

6,061

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

 

 

 

 

 

 

    Depreciation and amortization

 

251,139

 

247,637

 

227,776

    Loss on operating/development properties held for sale/sold/transferred

 

-

 

57

 

285

    Impairment charges

 

32,763

 

39,121

 

175,087

    Gain on sale of development properties

 

(12,074)

 

(2,130)

 

(5,751)

    Gain on sale of operating properties

 

(17,435)

 

(4,366)

 

(4,666)

    Equity in income of  joint ventures, net

 

(64,036)

 

(55,705)

 

(6,309)

    Equity in income from other real estate investments, net

 

(51,813)

 

(39,642)

 

(30,039)

    Distributions from joint ventures and other real estate investments

 

163,048

 

162,860

 

136,697

    Cash retained from excess tax benefits

 

-

 

(103)

 

-

    Change in accounts and notes receivable

 

(19,271)

 

(17,388)

 

(19,878)

    Change in accounts payable and accrued expenses

 

(8,082)

 

15,811

 

4,101

    Change in other operating assets and liabilities

 

(7,716)

 

(27,868)

 

(79,782)

          Net cash flow provided by operating activities

 

448,613

 

479,935

 

403,582

Cash flow from investing activities:

 

 

 

 

 

 

    Acquisition of and improvements to operating real estate

 

(343,299)

 

(182,482)

 

(374,501)

    Acquisition of and improvements to real estate under development

 

(37,896)

 

(41,975)

 

(143,283)

    Investment in marketable securities

 

-

 

(9,041)

 

-

    Proceeds from sale/repayments of marketable securities

 

188,003

 

30,455

 

80,586

    Investments and advances to real estate joint ventures

 

(171,695)

 

(138,796)

 

(109,941)

    Reimbursements of advances to real estate joint ventures

 

63,529

 

85,205

 

99,573

    Other real estate investments

 

(6,958)

 

(12,528)

 

(12,447)

    Reimbursements of advances to other real estate investments

 

68,881

 

30,861

 

18,232

    Investment in mortgage loans receivable

 

-

 

(2,745)

 

(7,657)

    Collection of mortgage loans receivable

 

19,148

 

27,587

 

48,403

    Other investments

 

(730)

 

(4,004)

 

(4,247)

    Reimbursements of other investments

 

20,116

 

8,792

 

4,935

    Proceeds from sale of operating properties

 

135,646

 

238,746

 

34,825

    Proceeds from sale of development properties

 

44,495

 

7,829

 

22,286

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

 

(20,760)

 

37,904

 

(343,236)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(62,470)

 

(226,155)

 

(437,710)

    Principal payments on rental property debt

 

(22,720)

 

(23,645)

 

(16,978)

    Principal payments on construction loan financings

 

(3,428)

 

(30,383)

 

(255,512)

    Proceeds from mortgage/construction loan financings

 

20,346

 

13,960

 

433,221

    Borrowings under revolving unsecured credit facilities

 

291,231

 

42,390

 

351,880

    Repayment of borrowings under unsecured revolving credit facilities

 

(179,094)

 

(53,699)

 

(928,572)

    Proceeds from issuance of unsecured term loan/notes

 

-

 

449,720

 

520,000

    Repayment of unsecured term loan/notes

 

(92,600)

 

(471,725)

 

(428,701)

    Financing origination costs

 

(11,478)

 

(5,330)

 

(13,730)

    Redemption of noncontrolling interests

 

(26,682)

 

(80,852)

 

(31,783)

    Dividends paid

 

(353,764)

 

(306,964)

 

(331,024)

    Cash retained from excess tax benefits

 

-

 

103

 

-

    Proceeds from issuance of stock

 

6,537

 

177,837

 

1,064,444

    Repurchase of common stock

 

(6,003)

 

-

 

-

            Net cash flow used for financing activities

 

(440,125)

 

(514,743)

 

(74,465)

        Change in cash and cash equivalents

 

(12,272)

 

3,096

 

(14,119)

Cash and cash equivalents, beginning of year

 

125,154

 

122,058

 

136,177

Cash and cash equivalents, end of year

$

112,882

$

125,154

$

122,058

Interest paid during the year (net of capitalized interest of $7,086, $14,730, and $21,645 respectively)

$

220,270

$

242,033

$

204,672

Income taxes paid during the year

$

2,606

$

3,278

$

5,082




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


43




KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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


1.   Summary of Significant Accounting Policies:


Business


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


Additionally, in connection with the Tax Relief Extension Act of 1999 (the "RMA"), which became effective January 1, 2001, the Company is permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust ("REIT"), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Internal Revenue Code, as amended (the "Code"), subject to certain limitations. As such, the Company, through its wholly-owned taxable REIT subsidiaries (“TRS”), has been engaged in various retail real estate related opportunities including (i) ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (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, 2011, the Company's single largest neighborhood and community shopping center accounted for only 1.6% of the Company's annualized base rental revenues and only 1.2% 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, 2011, the Company’s five largest tenants were The Home Depot, TJX Companies, Wal-Mart, Sears Holdings and Kohl’s, which represented 3.0%, 2.9%, 2.5%, 2.1% and 1.7%, 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 and subsidiaries (the “Company”).  The Company’s subsidiaries includes subsidiaries which are wholly-owned and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) or meets certain criteria of a sole general partner or managing member in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation.  


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


Subsequent Events


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


44



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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


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

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


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


Buildings and building improvements

 

15 to 50 years

Fixtures, leasehold and tenant improvements

     (including certain identified intangible assets)

 

Terms of leases or useful

 lives, whichever is shorter


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


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


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


Real Estate Under Development


Real estate under development represents both the ground-up development of neighborhood and community shopping center projects which may be subsequently sold upon completion and projects which the Company may hold as long-term investments.  These properties are carried at cost.  The cost of land and buildings under development includes specifically identifiable costs.


45



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost capitalization when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity.  If, in management’s opinion, the net sales price of assets held for resale or the current and projected undiscounted cash flows of these assets to be held as long-term investments is less than the net carrying value, the carrying value would be adjusted to an amount to reflect the estimated fair value of the property.


Investments in Unconsolidated Joint Ventures


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


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


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


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


The Company’s estimated fair values are based upon a discounted cash flow model for each 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.


Other Real Estate Investments


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


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


46



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



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.


Mortgages and Other Financing Receivables


Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Borrowers of these loans are primarily experienced owners, operators or developers of commercial real estate.  Loan receivables are recorded at stated principal amounts, net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable. The Company defers certain loan origination and commitment fees, net of certain origination costs, and amortizes them as an adjustment of the loan’s yield over the term of the related loan. The Company evaluates the collectability of both interest and principal on each loan to determine whether it is impaired. A loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due under the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the fair value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the fair value of the underlying collateral if the loan is collateralized. Interest income on performing loans is accrued as earned. Interest income on impaired loans is recognized on a cash basis. The Company does not provide for an additional allowance for loan losses based on the grouping of loans as the Company believes the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for impairment purposes.


Cash and Cash Equivalents


Cash and cash equivalents (demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less) includes tenants' security deposits, escrowed funds and other restricted deposits approximating $5.6 million and $3.9 million as of December 31, 2011 and 2010, respectively.


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


Marketable Securities


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


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


Deferred Leasing and Financing Costs


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


47



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Revenue Recognition and Accounts Receivable


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


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


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


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


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


Income Taxes


The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Section 856 through 860 of the Code.


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


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


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


The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a company’s financial statements.  Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods.


48



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Foreign Currency Translation and Transactions


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


Derivative/Financial Instruments


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


Noncontrolling Interests


The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Operations. 


Noncontrolling interests also includes amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These units have a stated redemption value or a defined redemption amount based upon the trading price of the Company’s common stock and provides the unit holders various rates of return during the holding period. The unit holders generally have the right to redeem their units for cash at any time after one year from issuance. For convertible units, the Company typically has the option to settle redemption amounts in cash or common stock.


The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash at a specified or determinable date (or dates) or upon an event that is certain to occur are determined to be mandatorily redeemable under this guidance and are included as Redeemable noncontrolling interest and classified within the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Consolidated Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or Common Stock are included in the caption Noncontrolling interest within the equity section on the Company’s Consolidated Balance Sheets.


49



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



Earnings Per Share


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


 

 

2011

 

2010

 

2009

Computation of Basic Earnings/(Loss) Per Share:

 

 

 

 

 

 

Income from continuing operations

$

176,753

$

 137,441 

$

    3,897 

Total net gain on transfer or sale of operating properties

 

      108

 

    2,377 

 

     3,867 

Net income attributable to noncontrolling interests

 

(13,039)

 

(18,783)

 

(10,003)

Discontinued operations attributable to noncontrolling interests

 

   1,134

 

    4,990 

 

       313 

Preferred stock dividends

 

 (59,363)

 

 (51,346)

 

(47,288)

Income/(loss) from continuing operations available to the common shareholders

 

105,593

 

 74,679

 

(49,214)

Earnings attributable to unvested restricted shares

 

      (608)

 

      (375)

 

(258)

Income/(loss) from continuing operations attributable to common shareholders

 

104,985

 

  74,304 

 

(49,472)

Income/(loss) from discontinued operations attributable to the Company

 

   4,095

 

   16,843 

 

(2,016)

Net income/(loss) attributable to the Company’s common shareholders for basic earnings per share

$

109,080

$

91,147 

$

(51,488)

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

406,530

 

405,827 

 

350,077 

 

 

 

 

 

 

 

Basic Earnings/(Loss) Per Share Attributable to the Company’s Common Shareholders:

 

 

 

 

 

 

Income/(loss) from continuing operations

$

      0.26

$

0.18

$

(0.14)

Income/(loss) from discontinued operations

 

      0.01

 

0.04

 

(0.01)

Net income/(loss)

$

     0.27

$

0.22

$

(0.15)


Computation of Diluted Earnings/(Loss) Per Share:

 

 

 

 

 

 

Income/(loss) from continuing operations attributable to common shareholders

 

     104,985

 

  74,304

 

(49,472)

Income/(loss) from discontinued operations attributable to the Company

 

     4,095

 

   16,843 

 

(2,016)

Net income/(loss) attributable to common shareholders for diluted earnings per share

$

109,080

$

   91,147 

$

(51,488)

 

 

 

 

 

 

 

Weighted average common shares outstanding – basic

 

406,530

 

 405,827

 

350,077 

Effect of dilutive securities(a):

  Equity awards

 

    1,139

 

       374

 

            - 

Shares for diluted earnings per common share

 

 407,669

 

406,201

 

350,077 

 

 

 

 

 

 

 

Diluted Earnings/(Loss) Per Share Attributable to the Company’s Common Shareholders:

 

 

 

 

 

 

Income/(loss) from continuing operations

$

      0.26

$

0.18

$

(0.14)

Income/(loss) from discontinued operations

 

      0.01

 

0.04

 

(0.01)

Net income/(loss)

$

      0.27

$

0.22

$

(0.15)


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


In addition, there were 13,304,016, 12,085,874 and 15,870,967, stock options that were not dilutive as of December 31, 2011, 2010 and 2009, respectively.


50



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued


Stock Compensation


The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the “Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”).  The Prior Plan provides for a maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options and restricted stock grants.  The 2010 Plan provides for a maximum of 5,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options, restricted stock, performance awards and other awards, plus the number of shares of common stock which are or become available for issuance under the Prior Plan and which are not thereafter issued under the Prior Plan, subject to certain conditions.   Unless otherwise determined by the Board of Directors at its sole discretion, options granted under the Plans generally vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the market price on the date of grant. Restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii) ratably over three or four years or (iii) over three years at 50% after two years and 50% after the third year.  Performance share awards may provide a right to receive shares of restricted stock based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors.  In addition, the Plans provide for the granting of certain options and restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.


The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees, be recognized in the statement of operations over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date (see Footnote 23 for additional disclosure on the assumptions and methodology).


New Accounting Pronouncements


In July 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, ("ASU 2010-20"), which outlines specific disclosures that will be required for the allowance for credit losses and all finance receivables. Finance receivables includes loans, lease receivables and other arrangements with a contractual right to receive money on demand or on fixed or determinable dates that is recognized as an asset on an entity's statement of financial position. ASU 2010-20 will require companies to provide disaggregated levels of disclosure by portfolio segment and class to enable users of the financial statement to understand the nature of credit risk, how the risk is analyzed in determining the related allowance for credit losses and changes to the allowance during the reporting period. Required disclosures under ASU 2010-20 as of the end of a reporting period were effective for the Company's December 31, 2010 reporting period and disclosures regarding activities during a reporting period are effective for the Company's March 31, 2011 interim reporting period. The Company has incorporated the required disclosures within this Annual Report on Form 10-K where applicable.


In May 2011, the FASB issued ASU 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”). ASU 2011-04 is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards (“IFRS”). The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The update is effective for annual periods beginning after December 15, 201l. The Company does not expect the adoption of this update to have a material impact on the Company’s financial statements.


In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU 2011-05”). The amendments in this ASU require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2011, with early adoption permitted, but full retrospective application is required. In December 2011, the FASB deferred portions of this update in its issuance of ASU 2011-12 (see discussion below). The adoption of ASU 2011-05 will not have a material impact on the Company’s financial statement presentation.


In November 2011, the FASB issued ASU 2011-10, Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate - a Scope Clarification (a consensus of the FASB Emerging Issues Task Force) (“ASU 2011-10”). ASU 2011-10 requires a parent company that ceases to have a controlling financial interest in a subsidiary that is in substance real estate because the subsidiary has defaulted on its nonrecourse debt should use the FASB’s Real Estate guidance to determine whether to derecognize the in substance real estate entities.  ASU 2011-10 is effective for reporting periods beginning on or after June 15, 2012.  The adoption of ASU 2011-10 is not expected to have a material impact on the Company’s financial position or results of operations.


51


KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



In December 2011, the FASB released ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 requires companies to provide new disclosures about offsetting and related arrangements for financial instruments and derivatives. The provisions of ASU 2011-11 are effective for annual reporting periods beginning on or after January 1, 2013, and are required to be applied retrospectively. The adoption of ASU 2011-11 is not expected to have a material impact on the Company’s financial statement presentation.


In December 2011, the FASB released Accounting Standards Update No. 2011-12 (“ASU 2011-12”), Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. The amendment requires that all non-owner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-12 defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The provisions of ASU 2011-12 are effective for public companies in fiscal years beginning after December 15, 2011.


Reclassifications


The Company made the following reclassifications to the Company’s 2010 Consolidated Statements of Operations to conform to the 2011 presentation: (i) a reclassification of the income from the Company’s investment in the Albertson’s joint venture from Equity in income of joint ventures, net to Equity in income of other real estate investments, net and (ii) a reclassification of equity amounts from Income from other real estate investments to Equity in income from other real estate investments, net.


2.   Impairments:


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


During 2009, volatile economic conditions resulted in declines in the real estate and equity markets. Increases in capitalization rates, discount rates and vacancies as well as deterioration of real estate market fundamentals impacted net operating income and leasing which further contributed to declines in real estate markets in general.  During 2010 and 2011, the U.S. economic and market conditions stabilized and capitalization rates, discount rates and vacancies had improved; however remaining 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 a result of the volatility and declining market conditions described above, as well as the Company’s strategy to dispose of certain of its non-retail assets, the Company recognized impairment charges for the years ended December 31, 2011, 2010 and 2009 as follows (in millions):


 

 

2011

 

2010

 

2009

Impairment of property carrying values (including amounts within discontinued operations)

$

22.8

$

8.7

$

50.0

Real estate under development

 

-

 

11.7

 

2.1

Investments in other real estate investments

 

3.3

 

13.4

 

49.2

Marketable securities and other investments

 

1.6

 

5.3

 

30.1

Investments in real estate joint ventures

 

5.1

 

-

 

43.7

Total gross impairment charges

 

32.8

 

39.1

 

175.1

Noncontrolling interests

 

0.7

 

(0.1)

 

(1.2)

Income tax benefit

 

(4.5)

 

(7.6)

 

(22.5)

Total net impairment charges

$

29.0

$

31.4

$

151.4


In addition to the impairment charges above, the Company recognized pretax impairment charges during 2011, 2010 and 2009 of approximately $14.1 million, $28.3 million, and $38.7 million, respectively, relating to certain properties held by various unconsolidated joint ventures in which the Company holds noncontrolling interests. These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Operations. 


The Company will continue to assess the value of its assets on an on-going basis.  Based on these assessments, the Company may determine that one or more of its assets may be impaired due to a decline in value and would therefore write-down its cost basis accordingly (see Footnotes 6, 8, 9, 11, and 12).



52



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued


3.   Real Estate:


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


 

 

December 31,

 

 

2011

 

2010

Land

$

 1,847,770

$

1,742,425 

Undeveloped land

 

      97,275

 

94,923 

Buildings and improvements:

 

 

 

 

Buildings

 

 4,513,339

 

4,387,144 

Building improvements

 

 1,024,514

 

972,086 

Tenant improvements

 

    715,951

 

699,242 

Fixtures and leasehold improvements

 

      62,874

 

55,611 

Other rental property (1)

 

    335,859

 

306,322 

 

 

 8,597,582

 

8,257,753 

Accumulated depreciation and amortization

 

(1,693,090)

 

(1,549,380)

Total

$

 6,904,492

$

6,708,373 


(1)  At December 31, 2011 and 2010, Other rental property (net of accumulated amortization of approximately $180.7 million and $147.2 million, respectively), consisted of intangible assets including (i) $213,915 and $196,124, respectively, of in-place leases, (ii) $21,444 and $21,704, respectively, of tenant relationships, and (iii) $100,500 and $88,494, respectively, of above-market leases.


In addition, at December 31, 2011 and 2010, the Company had intangible liabilities relating to below-market leases from property acquisitions of approximately $165.0 million and $164.9 million, respectively, net of accumulated amortization of approximately $120.5 million and $101.0 million, respectively. These amounts are included in the caption Other liabilities in the Company’s Consolidated Balance Sheets.  The Company’s amortization expense associated with the above mentioned intangible assets and liabilities for the years ended December 31, 2011, 2010 and 2009 was approximately $16.4 million, $13.6 million and $8.0 million, respectively. The estimated net amortization expense associated with the Company’s intangible assets and liabilities for the next five years are as follows (in millions): 2012, $11.7; 2013, $8.3; 2014, $0.2; 2015, $(2.3) and 2016, $(4.3).


4.   Property Acquisitions, Developments and Other Investments:


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


Acquisition of Operating Properties –


During the year ended December 31, 2011, the Company acquired 19 operating properties, a land parcel and an outparcel, in separate transactions as follows (in thousands):


 

 

 

 

 

 

Purchase Price

Property Name

 

Location

 

Month

Acquired

 

Cash

 

Debt

Assumed

 

Total

 

GLA*

Columbia Crossing

 

Columbia, MD

 

Jan-11

$

4,100

$

-

$

4,100

 

31

Turnpike Plaza

 

Huntington Station, NY

 

Feb-11

 

7,920

 

-

 

7,920

 

53

Center Court

 

Pikesville, MD

 

Mar-11

 

9,955

 

15,445

 

25,400

 

106

Flowery Branch

 

Flowery Branch, GA

 

April-11

 

4,427

 

9,273

 

13,700

 

93

Garden State Pavilions

 

Cherry Hill, NJ

 

June-11

 

18,250

 

-

 

18,250

 

257

Village Crossroads

 

Phoenix, AZ

 

July-11

 

29,240

 

-

 

29,240

 

185

University Town Center

(1)

Pensacola, FL

 

Aug-11

 

17,750

 

-

 

17,750

 

101

Gateway Station

(2)

Burleson, TX

 

Sept-11

 

6,625

 

18,832

 

25,457

 

280

Park Hill Plaza

 

Miami, FL

 

Sept-11

 

  17,251

 

     8,199

 

   25,450

 

     112

Island Gate

 

Corpus Christi, TX

 

Oct-11

 

8,750

 

-

 

8,750

 

60


53



KIMCO REALTY CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued



 

 

 

 

 

 

Purchase Price

Property Name

 

Location

 

Month

Acquired

 

Cash

 

Debt

Assumed

 

Total

 

GLA*

Village Center West

 

Highlands Ranch, CO

 

Oct-11

 

3,995

 

6,105

 

10,100

 

30

Belleville Road S.C.

(3)

Fairview Heights, IL

 

Oct-11

 

1,900

 

-

 

1,900

 

-

Grand Oaks Village

 

Orlando, FL

 

Nov-11

 

19,051

 

5,949

 

25,000

 

86

Market at Southpark

 

Littleton, CO

 

Nov-11

 

30,000

 

-

 

30,000

 

190

Jetton Village Shoppes

 

Charlotte, NC

 

Nov-11

 

5,110

 

8,250

 

13,360

 

81

Brennan Station

 

Raleigh, NC

 

Nov-11

 

20,225

 

9,125

 

29,350

 

136

Woodruff Outparcel

(4)

Woodruff, SC

 

Nov-11

 

1,183

 

-

 

1,183

 

119

Westridge Square

 

Greensboro, NC

 

Nov-11

 

26,125

 

-

 

26,125

 

215

Highlands Ranch

 

Highland Ranch, CO

 

Nov-11

 

7,035

 

20,599

 

27,634

 

123

North Valley Plaza

 

Peoria, AZ

 

Dec-11

 

7,260

 

16,135

 

23,395

 

168

College Park S.C.

 

Tempe, AZ

 

Dec-11

 

10,500

 

-

 

10,500

 

62

 

 

 

 

Total

$

256,652