UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D .C. 20549
F ORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
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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)
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Maryland |
13-2744380 |
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(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:
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which registered |
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Common Stock, par value $.01 per share. |
New York Stock Exchange |
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Depositary Shares, each representing one- thousandth of a share of 6.000% Class I Cumulative Redeemable Preferred Stock, $1.00 par value per share. |
New York Stock Exchange |
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Depositary Shares, each representing one- thousandth of a share of 5.500% Class J Cumulative Redeemable Preferred Stock, $1.00 par value per share. |
New York Stock Exchange |
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Depositary Shares, each representing one- thousandth of a share of 5.625% Class K Cumulative Redeemable Preferred Stock, $1.00 par value per share. |
New York Stock Exchange |
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Depositary Shares, each representing one- thousandth of a share of 5.125% Class L Cumulative Redeemable Preferred Stock, $1.00 par value per share. |
New York Stock Exchange |
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Depositary Shares, each representing one- thousandth of a share of 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. |
New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, and “emerging growth company”” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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(Do not check if a small er reporting company.) |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act . ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $7.6 billion based upon the closing price on the New York Stock Exchange for such equity on June 30, 2017.
(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.
As of February 20, 2018, the registrant had 425,455,523 shares of common stock outstanding.
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 April 24, 2018.
Index to Exhibits begins on page 43.
Page 1 of 98
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Form 10-K
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PART I I |
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation s |
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Item 7A. Quantitative and Qualitative Disclosures About Market Ris k |
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosur e |
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PART II I |
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Item 10. Directors, Executive Officers and Corporate Governanc e |
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Item 13. Certain Relationships and Related Transactions, and Director Independenc e |
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PART I V |
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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,” “will,” “target,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (iv) the Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations, (vi) the level and volatility of interest rates and foreign currency exchange rates and managements’ ability to estimate the impact thereof, (vii) risks related to the Company’s international operations, (viii) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, (ix) valuation and risks related to the Company’s joint venture and preferred equity investments, (x) valuation of marketable securities and other investments, (xi) increases in operating costs, (xii) changes in the dividend policy for the Company’s common stock, (xiii) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center, (xiv) impairment charges, (xv) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and (xvi) the risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in this Form 10-K and in the Company’s other filings with the Securities and Exchange Commission (“SEC”). Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K that the Company files with the SEC.
Overview
Kimco Realty Corporation, a Maryland corporation, is one of North America’s largest publicly traded owners and operators of open-air 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’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.
The Company is a self-administered real estate investment trust (“REIT”) and has owned and operated open-air shopping centers for 60 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, 2017, the Company had interests in 493 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 83.2 million square feet of gross leasable area (“GLA”), located in 29 states, Puerto Rico and Canada. In addition, the Company had 372 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 5.8 million square feet of GLA. 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'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, 2017, a total of 546 persons were employed by the Company.
The Company ’s website is located at http://www.kimcorealty.com . The information contained on our website does not constitute part of this Form 10-K. On the Company’s website you can obtain, free of charge, a copy of this Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable, after we file such material electronically with, or furnish it to, the SEC. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website 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 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. The Company maintains certain subsidiaries which made joint elections with the Company to be treated as taxable REIT subsidiaries (“TRS”), which permit the Company to engage in certain business activities which the REIT may not conduct directly. A TRS is subject to federal and state income taxes on its income, and the Company includes a provision for taxes in its consolidated financial statements. 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 I Depositary Shares, Class J Depositary Shares, Class K Depositary Shares, Class L Depositary Shares and Class M Depositary Shares are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprI”, “KIMprJ”, “KIMprK”, “KIMprL”, and “KIMprM”, respectively.
The Company ’s initial growth resulted primarily from real estate under 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 and internationally within Canada, Mexico and South America (Chile, Brazil and Peru ) . The Company implemented its investment real estate management format through the establishment of various institutional joint venture programs, in which the Company has noncontrolling interests. The Company earns management fees, acquisition fees, disposition fees as well as promoted interests based on achieving certain performance metrics.
During 2013, the Company began its efforts to exit its foreign investments due to perceived changes in market conditions. As of December 31, 2017, the Company has substantially liquidated its investments in Mexico and Canada and has completely exited South America.
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. For the years ended December 31, 2017, 2016 and 2015, the Company ’s consolidated revenues were $1.2 billion, $1.2 billion and $1.1 billion, respectively, which includes $0.3 million, $0.6 million and $8.6 million, respectively, from the Company’s consolidated foreign investments. For the years ended December 31, 2017, 2016 and 2015, the Company’s equity in income from unconsolidated joint ventures and preferred equity investments were $60.8 million, $218.7 million and $480.4 million, respectively, which includes equity loss of $1.6 million, equity income of $149.0 million and equity income of $408.4 million, respectively, from the Company’s unconsolidated foreign investments. See Item 7A Quantitative and Qualitative Disclosures About Market Risk for further details regarding the Company’s foreign investments.
Business Objective and Strateg ies
Business Objective
The Company’s primary business objective is to be the premier owner and operator of open-air shopping centers in the U.S. The Company believes it can achieve this objective by:
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increasing value of its existing portfolio of properties and generating higher levels of portfolio growth; |
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increasing cash flows for reinvestment and/or for distribution to shareholders; |
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continuing growth in desirable demographic areas with successful retailers; and |
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increasing capital appreciation . |
Operating Strateg ies
The Company’s operating strategies are to (i) own and operate its shopping center properties at their highest potential through maximizing and maintaining rental income and occupancy levels, (ii) attract local area customers to its shopping centers, which offer day-to-day necessities rather than high-priced luxury items, and (iii) maintain a strong balance sheet.
To effectively execute these strategies the Company seeks to:
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increase rental rates through the leasing of space to new tenants; |
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attract a diverse and robust tenant base across a variety of retailers at its properties , which include grocery store, national or regional discount department store or drugstore tenants; |
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renew leases with existing tenants; |
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decrea se vacancy levels and duration of vacancy; |
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monitor operating costs and overhead; |
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redevelop existing shopping centers to obtain the highest and best use to maximize the real estate value; |
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provide unmatched tenant services deriving from decades of experience managing retail properties; and |
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provid e communities with a destination for everyday living goods and services. |
The Company reduces its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. As of December 31, 2017, no single open-air shopping center accounted for more than 1.8% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than 1.6% of the Company’s total shopping center GLA. Furthermore, at December 31, 2017, the Company’s single largest tenant represented only 3.6% and the Company’s five largest tenants aggregated less than 12.0% 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 open-air shopping centers, the Company has established close relationships with 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.
Investment Strategies
The Company ’s investment strategy is to invest capital into high quality assets which are concentrated in major metro markets that provide opportunity for growth while disposing of lesser quality assets in more undesirable locations. Through this strategy, the Company has steadily progressed in its transformation of its portfolio and will continue these efforts as deemed necessary to maximize the quality and growth of its portfolio. The properties acquired are primarily located in major metro areas allowing tenants to generate higher foot traffic resulting in higher sales volume. The Company believes that this will enable it to maintain higher occupancy levels, rental rates and rental growth.
The Company’s investment strategy also includes the retail re-tenanting, renovation and expansion of its existing centers and acquired centers. The Company may selectively acquire established income-producing real estate properties and properties requiring significant re-tenanting and redevelopment, primarily in geographic regions in which the Company presently operates. Additionally, the Company may selectively acquire land parcels in its key markets for real estate development projects for long-term investment. 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 also continues to simplify its business by reducing the number of joint venture investments and pursuing redevelopment opportunities to increase overall value within its portfolio.
As part of the Company’s investment strategy each property is evaluated for its highest and best use, which may include residential and mixed-use components. In addition, the Company may consider other opportunistic investments related to retailer controlled real estate such as, repositioning underperforming retail locations, retail real estate financing and bankruptcy transaction support. The Company has an active capital recycling program which provides for the disposition of certain properties. If the Company accepts sales prices for any of these assets that are less than their net carrying values, the Company would be required to take impairment charges and such amounts could be material.
In order to execute the Company ’s strategy, the Company intends to continue to strengthen its balance sheet by pursuing deleveraging efforts over time, providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing on U.S. open-air shopping centers.
The Company may either purchase or lease income-producing properties in the future and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership. Equity investments may be subject to existing mortgage financing and/or other indebtedness. Financing or other indebtedness may be incurred simultaneously or subsequently in connection with such investments. Any such financing or indebtedness would have priority over the Company ’s equity interest in such property.
Corporate Responsibility and Sustainability
The Company is focused on building a thriving and sustainable business, one that succeeds by delivering long-term value for its stakeholders. The Company takes pride in how it conducts business, including the positive contribution it makes to communities and its initiatives to safeguard the environment.
By investing in technologies and improved processes, the Company has delivered significant year-over-year reductions in energy consumption across its portfolio o f properties. Re-thinking how it controls and lights its parking areas significantly reduces operating costs and meaningfully curbs negative environmental impacts associated with fossil-fuel based energy sources.
The Company ’s responsibility efforts are not limited to promoting operational efficiency. The Company believes that sustainability leadership also requires an understanding of how environmental, social, and governance issues impact both its customers and the organization’s future growth prospects. As a result, it is taking steps to engage with its tenants on these issues and to better understand how the shopping centers it chooses to own and manage can grow in value by viewing them through this unique lens.
To focus the Company ’s corporate responsibility efforts, it has established a set of five strategic program priorities:
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openly engage its key stakeholders; |
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lead by example in its operations; |
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positively influence tenants & partners; |
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enhance its communities; and |
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build and retain a quality team. |
For the third consecutive year, the Company was named to the Dow Jones Sustainability North America Index, remaining the sole U.S. retail owner among eligible companies. The Company also earned the Green Star designation by the Global Real Estate Sustainability Benchmark (“GRESB”) for the fourth year in a row and remains the top-ranked North American company among a peer group of open-air retail property owners.
Executive Officers
The following table sets forth information with respect to the executive officers of the Company as of December 31, 2017:
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Age |
Position |
Joined Kimco |
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Milton Cooper |
8 8 |
Executive Chairman of the Board of Directors |
Co-Founder |
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Conor C. Flynn |
37 |
Chief Executive Officer |
2003 |
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Ross Cooper |
35 |
President and Chief Investment Officer (1) |
2006 |
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Glen n G. Cohen |
5 3 |
Executive Vice President,
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1995 |
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David Jamieson |
37 |
Executive Vice President,
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2007 |
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Ross Cooper was elected President and Chief Investment Officer in February 2017 and prior to that had served as Executive Vice President and Chief Investment Officer since May 2015. |
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David Jamieson was elected Executive Vice President, Chief Operating Officer in February 2017 and prior to that had served as Executive Vice President of Asset Management and Operations since May 2015. |
We are subject to certain business and legal risks including, but not limited to, the following:
Risks Related to Our Business and Operations
Adverse global market and economic conditions may impede our ability to generate sufficient income and maintain our properties.
Our properties consist primarily of open-air shopping centers and other retail properties. Our performance, therefore, is generally linked to economic conditions in the market for retail space. The economic performance and value of our properties is subject to all of the risks associated with owning and operating real estate, including but not limited to:
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changes in the national, regional and local economic climate; |
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local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own; |
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trends toward smaller store sizes as retailers reduce inventory and new prototypes; |
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increasing use by customers of e-commerce and online store sites; |
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the attractiveness of our properties to tenants; |
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the ability of tenants to pay rent, particularly anchor tenants with leases in multiple locations; |
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tenants who may declare bankruptcy and/or close stores; |
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competition from other available properties to attract and retain tenants; |
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changes in market rental rates; |
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the need to periodically pay for costs to repair, renovate and re-let space; |
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ongoing consolidation in the retail sector; |
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the excess amount of retail space in a number of markets ; |
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changes in operating costs, including costs for maintenance, insurance and real estate taxes; |
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the expenses of owning and operating properties , which are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; |
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changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes ; |
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acts of terrorism and war, acts of God and physical and weather-related damage to our properties; and |
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the risk of functional obsolescence of properties over time. |
Competition may limit our ability to purchase new properties or generate sufficient income from tenants and may decrease the occupancy and rental rates for our properties.
N umerous 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, 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.
We face competition in the acquisition or development 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 or development opportunities.
Our performance depends on our ability to collect rent from tenants, including anchor tenants, our tenants’ financial condition and our tenants maintaining leases for our properties.
At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, our tenants may delay a number of lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close stores or declare bankruptcy. Any of these actions could result in the termination of tenants’ leases and the loss of rental income attributable to these tenants’ leases. In the event of a default by a tenant, we may experience delays and costs in enforcing our rights as landlord under the terms of the leases.
In addition, multiple lease terminations by tenants , including anchor 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 involving a substantial tenant with leases in multiple locations, could have a material adverse effect on our financial condition, results of operations and cash flows.
A tenant that files for bankruptcy protection may not continue to pay us rent. A bankruptcy filing by , or relating to, one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their property, unless the bankruptcy court permits us to do so. A tenant 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 terms favorable to us .
Real estate property investments are illiquid and generally cannot be disposed of quickly. In addition, the Code restricts a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on terms favorable to us within a timeframe that we would need.
We may acquire or develop properties or acquire other real estate related companies , and this may create risks.
We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies. We may not succeed in consummating desired acquisitions or in completing developments on time or within budget. When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover the costs of acquisition or development and operations. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management ’s attention from other activities. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and will have devoted management’s time to a matter not consummated. Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware of at the time of the acquisition. In addition, development of our existing properties presents similar risks.
Newly acquired or re-developed properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is also possible that the operating performance of these properties may decline under our management. As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate our new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional properties, particularly in secondary markets. Also, newly acquired properties may not perform as expected.
Unsuccessful real estate under development activities or a slowdown in real estate under development activities could have a direct impact on our growth, results of operations and cash flows.
R eal estate under development is a component of our operating and investment strategy. We intend to continue pursuing select real estate under development opportunities for long-term investment and construction of retail and/or mixed-use properties as opportunities arise. We expect to phase in construction until sufficient preleasing is reached. Our real estate under development and construction activities include the following risks:
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w e may abandon real estate under development opportunities after expending resources and could lose all or part of our investment in such opportunities, including loss of deposits or failure to recover expenses already incurred; |
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d evelopment, construction or operating costs, including increased interest rates and higher materials, transportation, labor, leasing or other costs, may exceed our original estimates; |
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o ccupancy rates and rents at a newly completed property may not meet our expectations and may not be sufficient to make the property profitable; |
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c onstruction or permanent financing may not be available to us on favorable terms or at all; |
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w e may not complete construction and lease-up on schedule due to a variety of factors including construction delays or contractor changes, resulting in increased expenses and construction costs or tenants or operators with the right to terminate pre-construction leases; and |
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w e may not be able to obtain, or may experience delays in obtaining, necessary zoning, land use, building, occupancy and other required governmental permits and authorizations. |
Additionally, new real estate under development activities typically require substantial time and attention from management, and the time frame required for development, construction and lease-up of these properties could require several years to realize any significant cash return. The foregoing risks could hinder our growth and have an adverse effect on our financial condition, results of operations and cash flows.
Construction and development projects are subject to risks that materially increase the costs of completion.
In the event that we decide to develop and construct new properties or redevelop existing properties, we will be subject to risks and uncertainties associated with construction and development. These risks include, but are not limited to, risks related to obtaining all necessary zoning, land-use, building occupancy and other governmental permits and authorizations, risks related to the environmental concerns of government entities or community groups, risks related to changes in economic and market conditions between development commencement and stabilization, risks related to construction labor disruptions, adverse weather, acts of God or shortages of materials which could cause construction delays and risks related to increases in the cost of labor and materials which could cause construction costs to be greater than projected and adversely impact the amount of our development fees or our financial condition, results of operations and cash flows.
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 may be difficult to manage and/or resolve and it could be difficult to manage or otherwise monitor the existing business arrangements. The co-venturer or partner also might become insolvent or bankrupt, which may result in significant losses to us.
In addition, joint venture arrangements may decrease our ability to manage risk and implicate additional risks, such as:
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potentially inferior financial capacity, diverging business goals and strategies and the need for our venture partner’s continued cooperation; |
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our inability to take actions with respect to the joint venture activities that we believe are favorable to us if our joint venture partner does not agree; |
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our inability to control the legal entity that has title to the real estate associated with the joint venture; |
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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; |
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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 |
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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 may not be able to recover our investments in mortgage receivables or other investments , which may result in significant losses to us.
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. Where that occurs, the total amount we recover may be less than our total investment, resulting in a loss. In the event of a major loan default or several loan defaults resulting in losses, our investments in mortgage receivables would be materially and adversely affected.
The economic performance and value of our other investments which we do not control and are in retail operations, are subject to risks associated with owning and operating retail businesses, including:
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changes in the national, regional and local economic climate; |
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the adverse financial condition of some large retailing companies; |
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increasing use by customers of e-commerce and online store sites; and |
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ongoing con solidation in the retail sector. |
A decline in the value of our other investments may require us to recognize an other-than-temporary impairment (“OTTI”) against such assets. When the fair value of an investment is determined to be less than its amortized cost at the balance sheet date, we assess whether the decline is temporary or other-than-temporary. If we intend to sell an impaired asset, or it is more likely than not that we will be required to sell the impaired asset before any anticipated recovery, then we must recognize an OTTI through charges to earnings equal to the entire difference between the asset’s amortized cost and its fair value at the balance sheet date. When an OTTI is recognized through earnings, a new cost basis is established for the asset and the new cost basis may not be adjusted through earnings for subsequent recoveries in fair value.
We intend to continue to sell our non-strategic assets and may not be able to recover our investments, which may result in significant losses to us.
There can be n o assurance that we will be able to recover the current carrying amount of all of our non-strategic properties and investments and those of our unconsolidated joint ventures in the future. Our failure to do so would require us to recognize impairment charges for the period in which we reached that conclusion, which could materially and adversely affect our financial condition, results of operations and cash flows.
We have substantially completed our efforts to exit our investments in Mexico, South America and Canada, however, we cannot predict the impact of laws and regulations affecting these international operations, including the United States Foreign Corrupt Practices Act, or the potential that we may face regulatory sanctions.
Our international operations have included properties in Canada, Mexico, Chile, Brazil and Peru and are subject to a variety of United States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”) and foreign tax laws and regulations. Although we have substantially completed our efforts to exit our investments in Mexico, South America and Canada, we cannot assure you that our past or any current international operations will continue to be found to be in compliance with such laws or regulations. In addition, we cannot predict the manner in which such laws or regulations might be administered or interpreted, or when, or the potential that we may face regulatory sanctions or tax audits as a result of our international operations.
We face risks relating to cybersecurity attacks which could adversely affect o ur business , cause loss of confidential information and disrupt operations .
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. We may face cyber incidents and security breaches through malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization and other significant disruptions of our IT networks and related systems. The risk of a cybersecurity breach or disruption, particularly through a cyber incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.
While we maintain some of our own critical information technology systems, we also depend on third parties to provide important information technology services relating to several key business functions, such as payroll, human resources, electronic communications and certain finance functions. Our measures to prevent, detect and mitigate these threats, including password protection, firewalls, backup servers, threat monitoring and periodic penetration testing, may not be successful in preventing a data breach or limiting the effects of a breach. Furthermore, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems.
The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants, and private data exposure. Our financial results may be negatively impacted by such an incident or resulting negative media attention.
A cyber incident could:
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d isrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants; |
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r esult in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; |
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r esult in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; |
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r esult in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; |
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r esult in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; |
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r equire significant management attention and resources to remedy and damages that result; |
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s ubject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or |
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d amage our reputation among our tenants, investors and associates. |
Moreover, cyber incidents perpetrated against our tenants, including unauthorized access to customers ’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.
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 relat ing 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.
Natural disasters and severe weather conditions could have an adverse impact on our financial condition, results of operations and cash flows.
Real estate properties are subject to natural disasters and severe weather conditions such as hurricanes, tornados, earthquakes, snow storms, floods and fires. The occurrence of natural disasters or severe weather conditions could cause substantial damages or losses to our properties which could exceed any applicable insurance coverage and could also cause delays in development projects, negatively impact tenant demand for our properties and result in increased costs for future property insurance.
Risks Related to Our Debt and Equity Securities
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.
W e cannot assure you that we will be able to access the credit and/or equity markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. The inability to obtain financing on a timely basis could have negative effects on our business, such as:
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we could have great difficulty acquiring or developing properties, which would materially adversely affect our investment strategy; |
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our liquidity could be adversely affected; |
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we may be unable to repay or refinance our indebtedness; |
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we may need to make higher interest and principal payments or sell some of our assets on terms unfavorable to us to fund our indebtedness; or |
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we may need to issue additional capital stock, which could further dilute the ownership of our existing shareholders. |
Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on terms favorable to us, if at all, and could significantly reduce the market price of our publicly traded securities.
We are subject to f inancial covenants that may restrict our operating and acquisition activities.
Our revolving credit facilit y and the indentures under which our senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur debt, make dividend payments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain acquisition transactions that might otherwise be advantageous. In addition, failure to meet any of the financial covenants could cause an event of default under our revolving credit facility and the indentures and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.
Changes in market conditions could adversely affect the market price of our publicly traded securities.
T he 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:
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the extent of institutional investor interest in us; |
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the reputation of REITs generally and the reputation of REITs with portfolios similar to ours; |
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the attractiveness of the securities of REITs in comparison to securities issued by other entities , including securities issued by other real estate companies; |
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our financial condition and performance; |
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the market ’s perception of our growth potential, potential future cash dividends and risk profile; |
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an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for our shares; and |
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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, operatin g cash flows, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness including preferred stock, the annual distribution requirements under the REIT provisions of the Code, state law and such other factors as our Board of Directors deems relevant or are requirements under the Code or state or federal laws. Any negative change in our dividend policy could have a material adverse effect on the market price of our common stock.
Risks Related to Our Status as a REIT and Related U.S. Federal Income Tax Matters
Loss of our tax status as a REIT or changes in U.S. federal income tax laws, regulations, administrative interpretations or court decisions relating to REITs could have significant adverse consequences to us and the value of our securities.
We have elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. We believe that we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT under the Code. However, there can be no assurance that we have qualified or will continue to qualify as a REIT for U.S. 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. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and U.S. Department of the Treasury. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, regulations, administrative interpretations or court decisions could significantly and negatively change the tax laws with respect to qualification as a REIT, the U.S. 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 U.S. 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:
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we would not be allowed a deduction for dividends to stockholders in computing our taxable income and we would be subject to the regular U.S. federal corporate income tax; |
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we could possibly be subject to increased state and local taxes; |
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unless we were entitled to relief under statutory provisions, we could not elect to be tax ed as a REIT for four taxable years following the year during which we were disqualified; and |
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we would not be required to make distributions to stockholders. |
Moreover, the Tax Cuts and Jobs Act, enacted on December 22, 2017, has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. Changes made by the legislation that could affect us and our stockholders include:
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temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been reduced from 39.6% to 37% (excluding the 3.8% Medicare tax on net investment income) for taxable years beginning after December 31, 2017 and before January 1, 2026; |
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permanently eliminating the progressive corporate tax rate structure, with a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%; |
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allow ing a deduction for certain pass-through business income, including dividends received by our stockholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026; REIT dividends, as described herein, will be allowed the full 20% deduction thereby reducing the highest marginal income tax rate on these dividends to 29.6% from 37% (excluding the 3.8% Medicare tax on net investment income); |
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reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%; |
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limiting our deduction for net operating losses arising in taxable years beginning after December 31, 2017 to 80% of REIT taxable income (after the application of the dividends paid deduction); |
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generally limiting the deduction for net business interest expense in excess of 30% of a business ’s adjusted taxable income, except for taxpayers that engage in certain real estate businesses and elect out of this rule (and requiring such electing taxpayers to use the less favorable alternative depreciation system); and |
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eliminati on of the corporate alternative minimum tax. |
Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses U.S. federal taxable income as a starting point for computing state and local tax liabilities.
While some of the changes made by the tax legislation may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors to determine the full impact that the recent tax legislation as a whole will have on us. We urge our investors to consult with their legal and tax advisors with respect to such legislation and the potential tax consequences of investing in our common stock.
O ur failure to qualify as a REIT or new legislation or changes in U.S. federal income tax laws (including interpretations and regulations with respect to the Tax Cuts and Jobs Act), and with respect to qualification as a REIT or the tax consequences of such qualification, could also impair our ability to expand our business or raise capital and have a materially adverse effect on the value of our securities.
To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions , and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our inves tment activities and/or to dispose of assets at inopportune times, which could adversely affect our financial condition, results of operations, cash flow s and per share trading price of our common stock .
To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our net taxable income each year, excluding net capital gains, and we will be subject to regular corporate income taxes on the amount we distribute that is less than 100% of our net taxable income each year, including capital gains. 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 distribution requirements with cash, we may need to borrow funds to meet the REIT distribution requirements and avoid the payment of income and excise taxes 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 U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of cash reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market's perception of our growth potential, our current debt levels, the market price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flows and per share trading price of our common stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.
A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
Item 1B. Unresolved Staff Comments
None
Real Estate Portfolio . As of December 31, 2017, the Company had interests in 493 shopping center properties aggregating 83.2 million square feet of GLA located in 29 states, Puerto Rico and Canada. In addition, the Company had 372 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 5.8 million square feet of GLA. The Company’s portfolio is used by its single reportable segment . Open-air shopping centers comprise the primary focus of the Company's current portfolio. As of December 31, 2017, the Company’s Combined Shopping Center Portfolio, including noncontrolling interests, was 96.0% leased.
The Company's open-air shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of 168,433 square feet as of December 31, 2017. The Company generally retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with redevelopment, 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 2017, the Company expended $206.8 million in connection with these property improvements and expensed to operations $32.6 million.
The Company's management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners. The Company's open-air shopping centers are usually "anchored" by a grocery store, national or regional discount department store or drugstore. As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and operators of shopping centers, the Company has established close relationships with a large number of major national and regional retailers. Some of the major national and regional companies that are tenants in the Company's shopping center properties include TJX Companies, The Home Depot, Ahold Delhaize, Bed Bath & Beyond, Albertsons, Ross Stores, Petsmart, Kohl’s, Wal-Mart and Whole Foods.
The Company reduces its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. As of December 31, 2017, no single open-air shopping center accounted for more than 1.8% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than 1.6% of the Company’s total shopping center GLA. At December 31, 2017, the Company’s five largest tenants were TJX Companies, The Home Depot, Ahold Delhaize, Bed Bath & Beyond and Albertsons, which represented 3.6%, 2.5%, 2.2%, 1.8% and 1.8%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
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 reimbursements by the tenant as part of common area maintenance.
Minimum base rental revenue s and operating expense reimbursements accounted for 97% and other revenues, including percentage rents, accounted for 3% of the Company's total revenues from rental properties for the year ended December 31, 2017. 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. 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, 2017, the Company’s consolidated operating portfolio, comprised of 59.4 million square feet of GLA, was 95.9% leased. The consolidated operating portfolio consists entirely of properties located in the U.S., inclusive of Puerto Rico. For the period January 1, 2017 to December 31, 2017, the Company increased the average base rent per leased square foot, which includes the impact of tenant concessions, in its consolidated portfolio of open-air shopping centers from $14.99 to $15.43, an increase of $0.44. This increase primarily consists of (i) a $0.30 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio, (ii) a $0.13 increase relating to dispositions and (iii) a $0.01 increase relating to acquisitions.
The Company has a total of 6,089 leases in the U.S. consolidated operating portfolio. The following table sets forth the aggregate lease expirations for each of the next ten years, assuming no renewal options are exercised. For purposes of the table, the Total Annual Base Rent Expiring represents annualized rental revenue, excluding the impact of straight-line rent, for each lease that expires during the respective year. Amounts in thousands except for number of lease data:
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Year Ending December 31, |
Number of Leases Expiring |
Square Feet Expiring |
Total Annual Base Rent Expiring |
% of Gross Annual Rent |
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| (1) | 184 | 613 | $ | 12,093 | 1.4 |
% |
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2018 |
638 | 3,269 | $ | 56,322 | 6.5 |
% |
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|
2019 |
883 | 6,353 | $ | 98,004 | 11.3 |
% |
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|
2020 |
873 | 6,135 | $ | 97,651 | 11.3 |
% |
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|
2021 |
813 | 6,802 | $ | 100,238 | 11.6 |
% |
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|
2022 |
858 | 7,093 | $ | 111,304 | 12.8 |
% |
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|
2023 |
512 | 6,015 | $ | 85,560 | 9.9 |
% |
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|
2024 |
255 | 3,057 | $ | 49,345 | 5.7 |
% |
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|
2025 |
228 | 2,126 | $ | 35,719 | 4.1 |
% |
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|
2026 |
233 | 3,822 | $ | 52,415 | 6.0 |
% |
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|
2027 |
253 | 3,572 | $ | 55,419 | 6.4 |
% |
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|
202 8 |
202 | 2,551 | $ | 42,614 | 4.9 |
% |
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|
(1) |
Leases currently under month to month lease or in process of renewal |
During 2017, the Company executed 1,196 leases totaling over 8.9 million square feet in the Company’s consolidated operating portfolio comprised of 451 new leases and 745 renewals and options. The leasing costs associated with these leases are estimated to aggregate $75.7 million or $28.58 per square foot. These costs include $59.3 million of tenant improvements and $16.4 million of leasing commissions. The average rent per square foot on new leases was $18.83 and on renewals and options was $15.86. The Company will seek to obtain rents that are higher than amounts within its expiring leases, however, there are many variables and uncertainties which can significantly affect the leasing market at any time; as such, the Company cannot guarantee that future leases will continue to be signed for rents that are equal to or higher than current amounts.
Ground-Leased Properties . The Company has interests in 43 consolidated 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. The Company 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 reverts to the landowner.
M ore 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.
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 .
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information :
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".
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2017 |
2016 |
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|
Period |
High Price |
Low Price |
Dividends Declared |
High Price |
Low Price |
Dividends Declared |
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|
First Quarter |
$ | 26.16 | $ | 21.46 | $ | 0.27 | $ | 29.11 | $ | 24.75 | $ | 0.255 | ||||||||||||
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Second Quarter |
$ | 23.03 | $ | 17.02 | $ | 0.27 | $ | 31.38 | $ | 26.79 | $ | 0.255 | ||||||||||||
|
Third Quarter |
$ | 21.24 | $ | 17.60 | $ | 0.27 | $ | 32.24 | $ | 28.34 | $ | 0.255 | ||||||||||||
|
Fourth Quarter |
$ | 19.79 | $ | 17.76 | $ | 0.28 | (a) | $ | 29.23 | $ | 24.35 | $ | 0.27 | (b) | ||||||||||
|
(a) |
Paid on January 16, 2018 to stockholders of record on January 2, 2018. |
|
(b) |
Paid on January 15, 2017 to stockholders of record on January 3, 2017. |
Holders : The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,162 as of January 31, 2018.
Dividends : Since the IPO, the Company has paid regular quarterly cash dividends to its stockholders. While the Company intends to continue paying regular quarterly cash dividends, future dividend declarations will be paid at the discretion of the Board of Directors and will depend on the actual cash flows of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor sources of capital and evaluate operating fundamentals. The Company is required by the Code to distribute at least 90% of its REIT taxable income. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company, the ability to refinance near-term debt maturities and any unanticipated capital expenditures.
|
Year ended December 31, |
||||||||
|
2017 |
2016 |
|||||||
|
Dividend paid per share |
$ | 1.08 | $ | 1.02 | ||||
|
Ordinary income |
57 | % | 62 | % | ||||
|
Capital gains |
2 | % | 30 | % | ||||
|
Return of capital |
41 | % | 8 | % | ||||
In addition to its common stock offerings, th e Company has capitalized the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, unsecured bank debt, mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock. Borrowings under the Company's revolving credit facility have also been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements. The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company regarding dividends, voting, liquidation and other preferential rights available to the holders of such instruments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Footnotes 12, 13 and 16 of the Notes to Consolidated Financial Statements included in this Form 10-K.
The Company does not believe that the preferential rights available to the holders of its Class I Preferred Stock, Class J Preferred Stock, Class K Preferred Stock, Class L Preferred Stock and Class M Preferred Stock, the financial covenants contained in its public bond indentures, as amended, or its revolving credit agreements will have an adverse impact on the Company's ability to pay dividends in the normal course to its common stockholders or to distribute amounts necessary to maintain its qualification as a REIT.
The Company maintains a dividend reinvestment and direct stock purchase plan (the "Plan") pursuant to which common and preferred stockholders and other interested investors may elect to automatically reinvest their dividends to purchase shares of the Company ’s common stock or, through optional cash payments, purchase shares of the Company’s common stock. The Company may, from time-to-time, either (i) purchase shares of its common stock in the open market or (ii) issue new shares of its common stock for the purpose of fulfilling its obligations under the Plan.
Recent Sales of Unregister Securities:
None.
Issuer Purchases of Equity Securities : During the year ended December 31, 2017, the Company repurchased 232,304 shares in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations relating to the vesting of restricted stock awards under the Company’s equity-based compensation plans. The Company expended approximately $5.6 million to repurchase these shares.
|
Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) |
||||||||||||
|
January 1, 2017 – January 31, 2017 |
12,364 | $ | 25.34 | - | $ | - | ||||||||||
|
February 1, 2017 - February 28, 2017 |
186,397 | $ | 25.04 | - | - | |||||||||||
|
March 1, 2017 – March 31, 2017 |
452 | $ | 23.38 | - | - | |||||||||||
|
April 1, 2017 – April 30, 2017 |
- | $ | - | - | - | |||||||||||
|
May 1, 2017 – May 31, 2017 |
15,625 | $ | 18.90 | - | - | |||||||||||
|
June 1, 2017 – June 30, 2017 |
1,544 | $ | 17.56 | - | - | |||||||||||
|
July 1, 2017 – July 31, 2017 |
1,824 | $ | 19.51 | - | - | |||||||||||
|
August 1, 2017 – August 31, 2017 |
10,314 | $ | 20.32 | - | - | |||||||||||
|
September 1, 2017 – September 30, 2017 |
916 | $ | 19.62 | - | - | |||||||||||
|
October 1, 201 7 – October 31, 2017 |
2,868 | $ | 18.49 | - | - | |||||||||||
|
November 1, 201 7 – November 30, 2017 |
- | $ | - | - | - | |||||||||||
|
December 1, 201 7 – December 31, 2017 |
- | $ | - | - | - | |||||||||||
|
Total |
232,304 | $ | 24.23 | - | $ | - | ||||||||||
Total Stockholder Return Performance : The following performance chart compares, over the five years ended December 31, 2017, 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 FTSE NAREIT All Equity REITs Index (the “FTSE NAREIT Equity REITs”) prepared and published by the National Association of Real Estate Investment Trusts (“NAREIT”). The FTSE NAREIT Equity REITs is a free-float adjusted, market capitalization-weighted index of U.S. equity REITs. Constituents of the index include all tax-qualified REITs with more than 50% of total assets in qualifying real estate assets other than mortgages secured by real property.
Stockholder return performance, presented annually for the five years ended December 31, 2017, 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.
|
Dec-12 |
Dec-13 |
Dec-14 |
Dec-15 |
Dec-16 |
Dec-17 |
|||||||||||||||||||
|
Kimco Realty Corp oration |
$ | 100 | $ | 106.65 | $ | 140.69 | $ | 153.54 | $ | 152.00 | $ | 116.24 | ||||||||||||
|
S&P 500 |
$ | 100 | $ | 132.39 | $ | 150.51 | $ | 152.59 | $ | 170.84 | $ | 208.14 | ||||||||||||
|
FTSE NAREIT Equity REITs |
$ | 100 | $ | 102.47 | $ | 133.35 | $ | 137.62 | $ | 149.35 | $ | 157.16 | ||||||||||||
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, |
||||||||||||||||||||
|
2017 |
201 6 |
201 5 |
201 4 |
201 3 |
||||||||||||||||
|
(in thousands, except per share information) |
||||||||||||||||||||
|
Operating Data: |
||||||||||||||||||||
|
Revenues from rental propert ies (1) |
$ | 1,183,785 | $ | 1,152,401 | $ | 1,144,474 | $ | 958,888 | $ | 825,210 | ||||||||||
|
Interest expense ( 2) |
$ | 191,956 | $ | 192,549 | $ | 218,891 | $ | 203,759 | $ | 212,240 | ||||||||||
|
Early extinguishment of debt charges |
$ | 1,753 | $ | 45,674 | $ | - | $ | - | $ | - | ||||||||||
|
Depreciation and amortization ( 2) |
$ | 360,811 | $ | 355,320 | $ | 344,527 | $ | 258,074 | $ | 224,713 | ||||||||||
|
G ain on sale of operating properties, net (2) |
$ | 93,538 | $ | 92,823 | $ | 132,908 | $ | 618 | $ | 2,798 | ||||||||||
|
Benefit/(p rovision) for income taxes, net (3) |
$ | 880 | $ | (78,583 | ) | $ | (67,325 | ) | $ | (22,438 | ) | $ | (32,654 | ) | ||||||
|
Impairment charges ( 4) |
$ | 67,331 | $ | 93,266 | $ | 45,383 | $ | 39,808 | $ | 32,247 | ||||||||||
|
Income from continuing operations ( 5) |
$ | 426,075 | $ | 378,850 | $ | 894,190 | $ | 375,133 | $ | 276,884 | ||||||||||
|
Income per common share, from continuing operations: |
||||||||||||||||||||
|
Basic |
$ | 0.87 | $ | 0.79 | $ | 2.01 | $ | 0.77 | $ | 0.53 | ||||||||||
|
Diluted |
$ | 0.87 | $ | 0.79 | $ | 2.00 | $ | 0.77 | $ | 0.53 | ||||||||||
|
Weighted average number of shares of common stock: |
||||||||||||||||||||
|
Basic |
423,614 | 418,402 | 411,319 | 409,088 | 407,631 | |||||||||||||||
|
Diluted |
424,019 | 419,709 | 412,851 | 411,038 | 408,614 | |||||||||||||||
|
Cash dividends declared per common share |
$ | 1.090 | $ | 1.035 | $ | 0.975 | $ | 0.915 | $ | 0.855 | ||||||||||
|
December 31, |
||||||||||||||||||||
|
2017 |
201 6 |
201 5 |
201 4 |
201 3 |
||||||||||||||||
|
(in thousands ) |
||||||||||||||||||||
|
Balance Sheet Data: |
||||||||||||||||||||
|
Real estate, before accumulated depreciation |
$ | 12,653,446 | $ | 12,008,075 | $ | 11,568,809 | $ | 10,018,226 | $ | 9,123,344 | ||||||||||
|
Total assets |
$ | 11,763,726 | $ | 11,230,600 | $ | 11,344,171 | $ | 10,261,400 | $ | 9,644,247 | ||||||||||
|
Total debt |
$ | 5,478,927 | $ | 5,066,368 | $ | 5,376,310 | $ | 4,595,970 | $ | 4,202,018 | ||||||||||
|
Total stockholders' equity |
$ | 5,394,244 | $ | 5,256,139 | $ | 5,046,300 | $ | 4,774,785 | $ | 4,632,417 | ||||||||||
|
Cash flow provided by operations |
$ | 614,181 | $ | 592,096 | $ | 493,701 | $ | 629,343 | $ | 570,035 | ||||||||||
|
Cash flow (used for)/provided by investing activities |
$ | (294,280 | ) | $ | 165,383 | $ | 21,365 | $ | 126,705 | $ | 72,235 | |||||||||
|
Cash flow used for financing activities |
$ | (223,874 | ) | $ | (804,527 | ) | $ | (512,854 | ) | $ | (717,494 | ) | $ | (635,377 | ) | |||||
|
(1) |
Does not include revenues from rental properties relating to (i) unconsolidated joint ventures and (ii) properties included in discontinued operations. |
|
(2) |
Does not include amounts reflected in discontinued operations. |
|
( 3) |
Does not include amounts reflected in discontinued operations. Amounts include income taxes related to gain on sale of operating properties. |
|
( 4) |
Amounts exclude noncontrolling interests and amounts reflected in discontinued operations. |
|
( 5) |
Amounts include gain on sale of operating properties, net of tax and net of income attributable to noncontrolling interests. |
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 Income contained in the Consolidated Financial Statements, including trends, should not be taken as indicative of future operations.
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 FASB Accounting Standards Codification (“ASC”). The Company applies these provisions to each of its joint venture investments to determine whether the cost, equity or consolidation method of accounting is appropriate. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates are based on, but not limited to, historical results, industry standards and current economic conditions, giving due consideration to materiality. The most significant assumptions and estimates relate to revenue recognition and the recoverability of trade accounts receivable, depreciable lives, valuation of real estate and intangible assets and liabilities, valuation of joint venture investments and other investments, realizability of deferred tax assets and uncertain tax positions. Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could materially differ from these estimates.
The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties, investments in joint ventures, marketable securities and other investments. The Company ’s reported net earnings are directly affected by management’s estimate of impairments.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental propert ies are recognized on a straight-line basis over the terms of the related leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recorded once the required sales level is achieved. Operating expense reimbursements are recognized as earned. Rental income may also include payments received in connection with lease termination agreements. In addition, leases typically provide for reimbursement to the Company of common area maintenance, real estate taxes and other operating expenses.
The C ompany makes estimates of the collectability/recoverability of its accounts receivable related to base rents, straight-line rent, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. The Company’s reported net earnings are directly affected by management’s estimate of the collectability of accounts receivable.
Real Estate
The Company ’s investments in real estate properties are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.
Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases, and tenant relationships, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on a market 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. The Company elected to early adopt ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business at the beginning of its fiscal year ended December 31, 2017, including its interim periods within the year, and appropriately applied the guidance to its asset acquisitions of operating properties, which included the capitalization of acquisition costs.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
|
Buildings and building improvements (in years) |
15 to 50 |
|
|
Fixtures, leasehold and tenant improvements (including certain identified intangible assets) |
Terms of leases or useful lives, whichever is shorter |
The Company is required to make subjective assessments as to the useful lives of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on the Company ’s net earnings.
On a continuous basis, management assesses whether there are any indicators, including property operating performance , changes in anticipated holding period and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged) of the property over its anticipated hold period is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to reflect the estimated fair value of the property.
When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates the sales price of such asset net of selling costs. If, in management ’s opinion, the net sales price of the asset is less than the net book value of such asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not control, these entities. These investments are recorded initially at cost and are subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with each respective investment agreement and, where applicable, are based upon an allocation of the investment ’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.
The Company ’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint venture partners in open-air 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. From time to time the joint ventures will obtain unsecured debt, which may be guaranteed by the joint venture. The Company’s exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments.
On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company ’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
The Company ’s estimated fair values are based upon a discounted cash flow model for each joint venture that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.
Realizability of Deferred Tax Assets and Uncertain Tax Positions
The Company is subject to federal, state and local income taxes on the income from its activities relating to its TRS activities and subject to local taxes on certain non-U.S. investments. The Company accounts for income taxes using the asset and liability method, which requires that deferred tax assets and liabilities be recognized based on future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted.
A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. The valuation allowance , which requires significant judgement from management, should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The Company’s reported net earnings are directly affected by management’s judgement in determining a valuation allowance.
The Company recognizes and measures benefits for uncertain tax positions, which requires significant judgment from management. Although the Company believes it has adequately reserved for any uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company ’s income tax expense in the period in which a change is made, which could have a material impact on operating results (see Footnote 21 of the Notes to Consolidated Financial Statements included in this Form 10-K).
Executive Overview
Kimco Realty Corporation is one of North America’s largest publicly traded owners and operators of open-air shopping centers. As of December 31, 2017, the Company had interests in 493 shopping center properties aggregating 83.2 million square feet of GLA located in 29 states, Puerto Rico and Canada. In addition, the Company had 372 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 5.8 million square feet of GLA.
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 following highlights the Company ’s significant transactions, events and results that occurred during the year ended December 31, 2017:
Financial and Portfolio Information :
|
● |
Net income ava ilable to the Company’s common shareholders was $372.5 million, or $0.87 per diluted share for the year ended December 31, 2017, as compared to $332.6 million, or $0.79 per diluted share for the corresponding period in 2016. |
|
● |
Funds from operations (“FFO”) increased to $655.6 million or $1.55 per diluted share for the year ended December 31, 2017 from $555.7 million or $1.32 per diluted share for the year ended December 31, 2016 (see additional disclosure on FFO beginning on page 36). |
|
● |
FFO as adjusted increased to $644.2 million or $1.52 per diluted share for the year ended December 31, 2017 from $629.4 million or $1.50 per diluted share for the year ended December 31, 2016, (see additional disclosure on FFO beginning on page 36). |
|
● |
S ame property net operating income (“Same property NOI”) increased 1.7% for the year ended December 31, 2017, as compared to the corresponding period in 2016 (see additional disclosure on Same property NOI beginning on page 37). |
|
● |
Executed 1,196 new leases, renewals and options totaling approximately 8.9 million square feet in the consolidated operating portfolio. |
|
● |
The Company ’s consolidated operating portfolio occupancy at December 31, 2017 was 95.9% as compared to 95.2% at December 31, 2016. |
Acquisition Activity (see Footnotes 3 and 7 of the Notes to Consolidated Financial Statements included in this Form 10-K ) :
|
● |
Acquired four consolidated operating properties and six parcels comprising an aggregate 1.9 million square feet of GLA, for an aggregate purchase price of $368.2 million including the assumption of $43.0 million of non-recourse mortgage debt encumbering one property. | |
| ● | Acquired the controlling interest, in separate transactions, from joint ventures in which, the Company previously held noncontrolling ownership interests, in three operating properties comprising an aggregate 0.9 million square feet of GLA, for an aggregate gross purchase price of $320.1 million, including the assumption of $206.0 million of non-recourse mortgage debt encumbering one of the properties. The Company recognized an aggregate gain on change in control of interests of $71.2 million from the fair value adjustment in connection with these transactions . |
Disposition Activity (see Footnote 5 of the Notes to Consolidated Financial Statements included in this Form 10-K ) :
|
● |
During 2017, the Company disposed of 25 consolidated operating properties and nine parcels, in separate transactions, for an aggregate sales price of $352.2 million. These transactions resulted in (i) an aggregate gain of $93.5 million and (ii) aggregate impairment charges of $17.1 million. |
Capital Activity (for additional details see Liquidity and Capital Resources below):
|
● |
During the years ended December 31, 2017, the Company repaid the following notes (dollars in millions): |
|
Type |
Date Paid |
Amount Repaid |
Interest Rate |
Maturity Date |
|||||||
|
Medium Term Notes |
Aug-17 & Nov-17 |
$ | 300.0 | 4.30% |
Feb-18 |
||||||
|
Term Loan |
Jan-17 |
$ | 250.0 |
LIBOR + 0.95% |
Jan-17 |
||||||
|
● |
In February 2017, the Company closed on a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2021, which accrues interest at a rate of LIBOR plus 87.5 basis points (2.28% as of December 31, 2017) with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2022. |
|
● |
A lso during 2017, the Company (i) assumed/consolidated $257.5 million of individual non-recourse mortgage debt (including a fair market value adjustment of $8.5 million) related to two operating properties, (ii) paid off $692.9 million of mortgage debt (including fair market value adjustments of $5.8 million) that encumbered 27 operating properties and (iii) obtained a $206.0 million non-recourse mortgage relating to one operating property. |
|
● |
As a result of the above activity , the Company extended its debt maturity profile, including extension options, as follows: |
|
● |
As of December 31, 2017, the weighted average interest rate was 3.84% and the weighted average maturity profile was 10.7 years . |
The Company faces external factors which may influence its future results from operations. The convenience and availability of e-commerce has continued to have an impact on the retail sector, which could affect our ability to increase or maintain rental rates and our ability to renew expiring leases and/or lease available space. To mitigate the effect of e-commerce on its business, the Company’s strategy has been to attract local area customers to its properties by providing a diverse and robust tenant base across a variety of retailers, including grocery stores, national or regional discount department stores or drugstores, which offer day-to-day necessities rather than high-priced luxury items. In addition, the Company’s strategy includes investing capital into high quality assets, which are concentrated in major metro markets, allowing our tenants to generate higher foot traffic resulting in higher sales volume while also disposing of lesser quality assets in more undesirable locations. For a further discussion of these and other factors that could impact our future results, performance or transactions, see Item 1A. “Risk Factors.”
As the Company moves forward, it intends to take steps to strengthen its portfolio in the rapidly changing retail environment. The Company intends to continue to dispose of assets outside its core markets, which will allow it to concentrate its presence in target coastal markets by completing development projects underway and continuing to invest in redevelopment, ultimately producing a stronger portfolio for sustained long-term growth.
Results of Operations
Comparison of Years Ended December 31, 2017 to 2016
The following table presents the comparative results from the Company’s Consolidated Statements of Income for the year ended December 31, 2017, as compared to the corresponding period in 2016 (in thousands, except per share data):
|
Year Ended December 31 , |
||||||||||||
|
201 7 |
201 6 |
$ Chang e |
||||||||||
|
Revenue s |
||||||||||||
|
Revenues from rental propertie s |
$ | 1,183,785 | $ | 1,152,401 | $ | 31,384 | ||||||
|
Management and other fee incom e |
17,049 | 18,391 | (1,342 | ) | ||||||||
|
Operating expense s |
||||||||||||
|
Rent (1 ) |
(11,145 | ) | (10,993 | ) | (152 | ) | ||||||
|
Real estate taxe s |
(157,196 | ) | (146,615 | ) | (10,581 | ) | ||||||
|
Operating and maintenance (2 ) |
(142,787 | ) | (140,910 | ) | (1,877 | ) | ||||||
|
General and administrative (3 ) |
(118,455 | ) | (117,302 | ) | (1,153 | ) | ||||||
|
Provision for doubtful accounts |
(5,630 | ) | (5,563 | ) | (67 | ) | ||||||
|
Impairment charge s |
(67,331 | ) | (93,266 | ) | 25,935 | |||||||
|
Depreciation and amortizatio n |
(360,811 | ) | (355,320 | ) | (5,491 | ) | ||||||
|
Other income/(expense ) |
||||||||||||
|
Interest, dividends and other investment incom e |
2,809 | 1,478 | 1,331 | |||||||||
|
Other (expense)/income, ne t |
(250 | ) | 3,947 | (4,197 | ) | |||||||
|
Interest expens e |
(191,956 | ) | (192,549 | ) | 593 | |||||||
|
Early extinguishment of debt charge s |
(1,753 | ) | (45,674 | ) | 43,921 | |||||||
|
Benefit/(provision) for income taxes, ne t |
880 | (72,545 | ) | 73,425 | ||||||||
|
Equity in income of joint ventures, ne t |
60,763 | 218,714 | (157,951 | ) | ||||||||
|
Gain on change in control of interest s |
71,160 | 57,386 | 13,774 | |||||||||
|
Equity in income of other real estate investments, ne t |
67,001 | 27,773 | 39,228 | |||||||||
|
Gain on sale of operating properties, net, net of ta x |
93,538 | 86,785 | 6,753 | |||||||||
|
Net income attributable to noncontrolling interest s |
(13,596 | ) | (7,288 | ) | (6,308 | ) | ||||||
|
Preferred stock redemption charge s |
(7,014 | ) | - | (7,014 | ) | |||||||
|
Preferred dividend s |
(46,600 | ) | (46,220 | ) | (380 | ) | ||||||
|
Net income available to the Company's common shareholder s |
$ | 372,461 | $ | 332,630 | $ | 39,831 | ||||||
|
Net income available to the Company : |
||||||||||||
|
Diluted per common shar e |
$ | 0.87 | $ | 0.79 | $ | 0.08 | ||||||
|
(1) |
Rent expense relates to ground lease payments for which the Company is the lessee. |
|
(2) |
Operating and maintenance expense consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. |
|
(3) |
General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense and other company-specific expenses. |
The following describes the activity of certain line items from the Company’s Consolidated Statements of Income, which it believes represent items that significantly changed during the year ended December 31, 2017, as compared to the corresponding period in 2016:
Revenue from r ental p roperties - The increase in Revenues from rental properties of $31.4 million is primarily from the combined effect of (i) the acquisition and consolidation of operating properties during 2017 and 2016, providing incremental revenues for the year ended December 31, 2017 of $57.5 million, as compared to the corresponding period in 2016, and (ii) the completion of certain redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2017 of $5.2 million, as compared to the corresponding period in 2016, partially offset by (iii) a decrease in revenues of $31.3 million from properties sold during 2017 and 2016.
Real e state t axes - Real estate taxes increased $10.6 million primarily due to (i) an increase of $8.4 million related to the acquisition and consolidation of operating properties during 2017 and 2016, and (ii) an overall net increase of $5.0 million primarily due to refunds received during 2016, partially offset by (iii) a decrease of $2.8 million resulting from properties sold during 2017 and 2016.
Impairment c harges - During the years ended December 31, 2017 and 2016, the Company recognized impairment charges related to adjustments to property carrying values of $67.3 million and $93.3 million, respectively, for which the Company’s estimated fair values were primarily based upon (i) signed contracts or letters of intent from third party offers or (ii) discounted cash flow models. These adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions. Also, the Company has re-evaluated its long-term plan for a property due to unfavorable local market conditions. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K.
Depreciation and a mortization - The increase in Depreciation and amortization of $5.5 million is primarily due to (i) an increase of $21.8 million related to the acquisition/consolidation of operating properties during 2017 and 2016, and (ii) an increase of $15.2 million related to write-offs relating to the Company’s redevelopment projects in 2017 and 2016, partially offset by (iii) a decrease of $31.5 million resulting from property dispositions and tenant vacates in 2017 and 2016.
Other ( e xpense )/ i ncome , n et - The change in Other (expense)/income, net of $4.2 million is primarily due to (i) the recognition of a gain on forgiveness of debt of $3.1 million resulting from the foreclosure of an encumbered property during 2016, and (ii) lower equity in income from retail store lease investments of $2.8 million resulting from a lease termination during 2016, partially offset by (iii) an increase in gains on land sales of $1.5 million.
Early e xtinguishment of d ebt c harges - During 2017, the Company incurred early Extinguishment of debt charges aggregating $1.8 million in connection with the tender premium on Medium Term Notes that were partially tendered prior to maturity. During 2016, the Company incurred early extinguishment of debt charges aggregating $45.7 million in connection with the optional make-whole provisions of unsecured notes that were repaid prior to maturity and prepayment penalties on a mortgage encumbering 10 operating properties, which the Company also paid prior to the scheduled maturity date.
Benefit/( p rovision ) for i ncome t axes, n et - The change in Benefit/(provision) for income taxes, net of $73.4 million is primarily due to (i) a decrease in tax expense of $63.5 million resulting from the recognition of a valuation allowance as a result of the Company’s merger of its taxable REIT subsidiary into a wholly owned LLC of the Company on August 1, 2016, and (ii) a decrease in foreign tax expense of $30.4 million primarily relating to the sale of certain unconsolidated properties during 2016 within the Company’s Canadian portfolio which were subject to foreign taxes at a consolidated reporting entity level, partially offset by (iii) a decrease in tax benefit of $17.1 million primarily related to impairment charges recognized during 2016, (iv) a tax refund during 2016 of $2.0 million resulting from the favorable settlement of a tax audit and (v) an increase in tax expense of $1.1 million due to effects of changes in U.S. tax law, which lowered corporate tax rates impacting the amounts relating to the Company’s deferred tax assets and liabilities within its TRS.
Equity in i ncome of j oint v entures, n et - The decrease in Equity in income of joint ventures, net of $158.0 million is primarily due to (i) a decrease in net gains of $158.1 million resulting from fewer sales of properties and ownership interests within various joint venture investments during 2017 as compared to 2016, (ii) lower equity in income of $5.3 million primarily resulting from the sales of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2017 and 2016, and (iii) the recognition of a cumulative foreign currency translation loss of $4.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017, partially offset by (iv) a decrease in impairment charges of $10.2 million recognized during 2017 as compared to 2016.
Gain on c hange in c ontrol of i nterests - During 2017, the Company acquired, in separate transactions, a controlling interest in three operating properties from certain joint venture partners in which the Company had noncontrolling interests. As a result of these transactions, the Company recorded an aggregate gain on change in control of interests of $71.2 million related to the fair value adjustment associated with its previously held equity interest in these operating properties. During 2016, the Company acquired, in separate transactions, a controlling interest in nine operating properties and one development project from certain joint venture partners in which the Company had noncontrolling interests. As a result of these transactions, the Company recorded a gain on change in control of interests of $57.4 million related to the fair value adjustment associated with its previously held equity interest in these operating properties and the development project.
Equity in i ncome from o ther r eal e state i nvestments, n et - The increase in Equity in income from other real estate investments, net of $39.2 million is primarily due to (i) an increase of $34.6 million in equity in income from the Albertsons joint venture resulting from cash distributions received in excess of the Company’s carrying basis during 2017 and (ii) the recognition of cumulative foreign currency translation gain of $14.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017, partially offset by (iii) a decrease in earnings and profit participation from capital transactions related to Company’s Preferred Equity Program of $10.1 million during 2017, as compared to the corresponding period in 2016.
Gain on s ale of o perating p roperties, n et of t ax - During 2017, the Company disposed of 25 consolidated operating properties and nine parcels, in separate transactions, for an aggregate sales price of $352.2 million. These transactions resulted in (i) an aggregate gain of $93.5 million and (ii) aggregate impairment charges of $17.1 million. During 2016, the Company disposed of 30 consolidated operating properties and two parcels, in separate transactions, for an aggregate sales price of $378.7 million. These transactions resulted in an aggregate gain of $86.8 million, after income tax expense, and aggregate impairment charges of $37.2 million, before income tax benefit of $10.0 million.
Net i ncome a ttributable to n oncontrolling i nterests – The increase in Net income attributable to noncontrolling interests of $6.3 million is primarily due to (i) an increase of $10.9 million in equity in income attributable to the Company’s noncontrolling partners in the Albertsons joint venture during 2017, partially offset by (ii) lower equity in income of $4.4 million resulting from the redemption of certain noncontrolling interests, the sales of properties within various joint venture investments and/or acquisition/consolidation of ownership interests in joint ventures by the Company during 2017 and 2016.
Preferred s tock r edemption c harges – During 2017, the Company partially redeemed its Class I Preferred Stock shares and as a result, the Company recorded a non-cash redemption charge of $7.0 million. This $7.0 million charge was subtracted from net income attributable to the Company to arrive at net income available to the Company’s common shareholders and used in the calculation of earnings per share for the year ended December 31, 2017.
Net i ncome a vailable to the c ompany’s c ommon s hareholders and Diluted e arnings p er s hare - Net income available to the Company’s common shareholders was $372.5 million for the year ended December 31, 2017, as compared to $332.6 million for the year ended December 31, 2016. On a diluted per share basis, net income available to the Company for the year ended December 31, 2017 was $0.87 as compared to $0.79 for the year ended December 31, 2016. These changes are primarily attributable to (i) incremental earnings due to the acquisition of operating properties during 2017 and 2016, as well as increased profitability from the Company’s operating properties, (ii) a benefit for income taxes in 2017 as compared to a provision for income taxes in 2016 , (iii) a decrease in early extinguishment of debt charges, (iv) an increase in equity in income of other real estate investments, net, (v) a decrease in impairment charges of operating properties, (vi) an increase from gain on change of control of interests and (vii) an increase in gains on sale of operating properties, partially offset by (viii) a decrease in equity in income of joint ventures, net, resulting from the sales of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2017 and 2016, (ix) an increase in real estate taxes, (x) an increase in preferred stock redemption charges and (xi) an increase in net income attributable to noncontrolling interests.
Comparison of Years Ended December 31, 2016 to 2015
The following table presents the comparative results from the Company’s Consolidated Statements of Income for the year ended December 31, 2016, as compared to the corresponding period in 2015 (in thousands, except per share data):
|
Year Ended December 31 , |
||||||||||||
|
201 6 |
201 5 |
$ Chang e |
||||||||||
|
Revenue s |
||||||||||||
|
Revenues from rental propertie s |
$ | 1,152,401 | $ | 1,144,474 | $ | 7,927 | ||||||
|
Management and other fee incom e |
18,391 | 22,295 | (3,904 | ) | ||||||||
|
Operating expense s |
||||||||||||
|
Ren t |
(10,993 | ) | (12,347 | ) | 1,354 | |||||||
|
Real estate taxe s |
(146,615 | ) | (147,150 | ) | 535 | |||||||
|
Operating and maintenance |
(140,910 | ) | (144,980 | ) | 4,070 | |||||||
|
General and administrative expense s |
(117,302 | ) | (122,735 | ) | 5,433 | |||||||
|
Provision for doubtful account s |
(5,563 | ) | (6,075 | ) | 512 | |||||||
|
Impairment charge s |
(93,266 | ) | (45,383 | ) | (47,883 | ) | ||||||
|
Depreciation and amortizatio n |
(355,320 | ) | (344,527 | ) | (10,793 | ) | ||||||
|
Other income/(expense ) |
||||||||||||
|
Interest, dividends and other investment incom e |
1,478 | 39,061 | (37,583 | ) | ||||||||
|
Other income, ne t |
3,947 | 5,174 | (1,227 | ) | ||||||||
|
Interest expens e |
(192,549 | ) | (218,891 | ) | 26,342 | |||||||
|
Early extinguishment of debt charge s |
(45,674 | ) | - | (45,674 | ) | |||||||
|
Provision for income taxes, ne t |
(72,545 | ) | (60,230 | ) | (12,315 | ) | ||||||
|
Equity in income of joint ventures, ne t |
218,714 | 480,395 | (261,681 | ) | ||||||||
|
Gain on change in control of interest s |
57,386 | 149,234 | (91,848 | ) | ||||||||
|
Equity in income of other real estate investments, ne t |
27,773 | 36,090 | (8,317 | ) | ||||||||
|
Loss from discontinued operation s |
- | (75 | ) | 75 | ||||||||
|
Gain on sale of operating properties, net, net of ta x |
86,785 | 125,813 | (39,028 | ) | ||||||||
|
Net income attributable to noncontrolling interest s |
(7,288 | ) | (6,028 | ) | (1,260 | ) | ||||||
|
Preferred stock redemption charge s |
- | (5,816 | ) | 5,816 | ||||||||
|
Preferred dividend s |
(46,220 | ) | (57,084 | ) | 10,864 | |||||||
|
Net income available to the Company's common shareholder s |
$ | 332,630 | $ | 831,215 | $ | (498,585 | ) | |||||
|
Net income available to the Company : |
||||||||||||
|
Diluted per common shar e |
$ | 0.79 | $ | 2.00 | $ | (1.21 | ) | |||||
The following describes the activity of certain line items from the Company’s Consolidated Statements of Income, which it believes represent items that significantly changed during the year ended December 31, 2016, as compared to the corresponding period in 2015:
Revenue from r ental p roperties - The increase in Revenues from rental properties of $7.9 million is primarily from the combined effect of (i) the acquisition of operating properties during 2016 and 2015, providing incremental revenues for the year ended December 31, 2016, of $57.4 million, as compared to the corresponding period in 2015 and (ii) the completion of certain redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2016, of $17.4 million, as compared to the corresponding period in 2015, partially offset by (iii) a decrease in revenues of $66.9 million from properties sold during 2016 and 2015.
Management and o ther f ee i ncome - The decrease in Management and other fee income of $3.9 million is primarily attributable to (i) the sale of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2016 and 2015, and (ii) the recognition of enhancement fee income related to the Company’s prior investment in InTown Suites of $1.2 million during 2015.
Operating and m ain tenance e xpense - Operating and maintenance expense consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Operating and maintenance expense decreased $4.1 million primarily due to the disposition of properties during 2016 and 2015, partially offset by the acquisition of properties during 2016 and 2015.
General and a dministrative e xpenses - General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense and other company-specific expenses. General and administrative expenses decreased $5.4 million primarily due to a decrease in severance costs and a reduction in professional fees.
Impairment c harges - During 2016, the Company recognized impairment charges related solely to adjustments to property carrying values of $93.3 million. During 2015, the Company recognized impairment charges of $45.5 million, before noncontrolling interests and income taxes, of which $0.1 million is included in discontinued operations. The 2015 impairment charges consisted of (i) $30.3 million related to adjustments to property carrying values, (ii) $9.0 million relating to a cost method investment, (iii) $5.3 million related to certain investments in other real estate investments and (iv) $0.8 million related to marketable debt securities investments. The adjustments to property carrying values for 2016 and 2015 were recognized in connection with the Company’s efforts to market for sale certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated hold period for such properties. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K.
Depreciation and a mortization - The increase in Depreciation and amortization of $10.8 million is primarily due to operating property acquisitions during 2016 and 2015 and write-offs relating to the Company’s redevelopment projects in 2016, partially offset by property dispositions.
Interest, d ividends and o ther i nvestment i ncome - The decrease in Interest, dividends and other investment income of $37.6 million is primarily due to the sale of certain marketable securities during the year ended December 31, 2015, which resulted in an aggregate gain of $39.9 million.
Interest e xpense - The decrease in Interest expense of $26.4 million is primarily the result of lower levels of borrowings and lower interest rates on borrowings during 2016, as compared to 2015.
Early e xtinguishment of d ebt c harges - During 2016, the Company incurred Early extinguishment of debt charges aggregating $45.7 million in connection with the optional make-whole provisions of unsecured notes that were repaid prior to maturity and prepayment penalties on a mortgage encumbering 10 operating properties, which the Company also paid prior to the scheduled maturity date. See “Liquidity and Capital Resources” for additional details.
Provision for i ncome t axes , n et - The increase in Provision for income taxes, net of $12.3 million is primarily due to (i) an increase in the Company’s valuation allowance of $63.5 million as a result of the Company’s merger of its taxable REIT subsidiary into a wholly owned LLC of the Company, partially offset by (ii) a decrease in foreign tax expense of $26.1 million primarily relating to fewer sales of unconsolidated properties within the Company’s Canadian portfolio which were subject to foreign taxes at a consolidated reporting entity level during 2016, as compared to 2015, (iii) an increase in tax benefit of $13.4 million related to impairment charges recognized during 2016, as compared to 2015, (iv) a decrease of $4.5 million in tax expense related to gains recognized during 2015, as compared to 2016, (v) a decrease of $3.0 million in tax expense on operations due to fewer properties in the taxable REIT subsidiary as a result of the TRS Merger, (vi) a decrease in tax expense of $2.0 million resulting from the settlement of a tax audit during 2016 and (vii) a decrease in tax expense of $2.0 million relating to equity income recognized in connection with the Company’s Albertsons investment during 2015.
Equity in i ncome of j oint v entures , n et - The decrease in Equity in income of joint ventures, net of $261.7 million is primarily due to (i) a decrease in gains of $248.1 million resulting from fewer sales of properties and interests within various joint venture investments, including the Company’s Canadian Portfolio, during 2016, as compared to 2015 and (ii) lower equity in income of $26.0 million resulting from the sales of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2016 and 2015, partially offset by (iii) a decrease in impairment charges of $7.2 million recognized during 2016, as compared to 2015.
Gain on c hange in c ontrol of i nterest s - During 2016, the Company acquired nine operating properties and one development project from joint ventures in which the Company had a noncontrolling interest. The Company recorded a gain on change in control of interests of $57.4 million related to the fair value adjustment associated with its previously held equity interest in the operating properties. During 2015, the Company acquired 43 properties from joint ventures in which the Company had noncontrolling interests. The Company recorded a net gain on change in control of interests of $149.2 million related to the fair value adjustment associated with its previously held equity interests in these properties.
Equity in i ncome from o ther r eal e state i nvestments , n et - The decrease in Equity in income from other real estate investments, net of $8.3 million is primarily due to (i) a decrease in equity in income of $4.9 million resulting from a cash distribution received in excess of the Company’s carrying basis in 2015, (ii) a decrease in income resulting from the sale of the Company’s leveraged lease portfolio of $3.8 million during 2015 and (iii) a decrease of $2.8 million in earnings from the Company’s Preferred Equity Program during the year ended December 31, 2016, primarily resulting from the sale of the Company’s interests in certain preferred equity investments during 2016 and 2015, partially offset by (iv) an increase of $3.3 million in profit participation from the Company’s Preferred Equity Program from capital transactions during the year ended December 31, 2016, as compared to the corresponding period in 2015.
Gain on s ale of o perating p roperties , n et of t ax - During 2016, the Company disposed of 30 consolidated operating properties and two parcels, in separate transactions, for an aggregate sales price of $378.7 million. These transactions resulted in an aggregate gain of $86.8 million, after income tax expense, and aggregate impairment charges of $37.2 million, before income tax benefit of $10.0 million. During 2015, the Company disposed of 89 consolidated operating properties and eight parcels, in separate transactions, for an aggregate sales price of $492.5 million. These transactions resulted in an aggregate gain of $143.6 million, after income tax expense, and aggregate impairment charges of $10.2 million, before income tax expense of $2.3 million. Additionally, during 2015, the Company disposed of its remaining operating property in Chile for a sales price of $51.3 million. This transaction resulted in the release of a cumulative foreign currency translation loss of $19.6 million due to the Company’s liquidation of its investment in Chile, partially offset by a gain on sale of $1.8 million, after income tax expense.
Net income available to the Company’s common s hareholders and Diluted earnings per s hare - Net income available to the Company’s common shareholders was $332.6 million for the year ended December 31, 2016, as compared to $831.2 million for the year ended December 31, 2015. On a diluted per share basis, net income available to the Company for the year ended December 31, 2016 was $0.79 as compared to $2.00 for the year ended December 31, 2015. These changes are primarily attributable to (i) a decrease in equity in income of joint ventures, net, resulting from gains on sales of properties within various joint venture investments during 2015, (ii) a decrease in gain on change in control of interests, net related to the fair value adjustment associated with the Company’s previously held equity interests in properties acquired from various joint ventures during 2016 and 2015, (iii) an increase in impairments of operating properties during 2016, (iv) an increase in early extinguishment of debt charges resulting from the prepayment of secured and unsecured debt by the Company, (v) a decrease in gains on sale of operating properties, (vi) a decrease in gain on sale of marketable securities during 2016, as compared to the corresponding period in 2015, (vii) an increase in provision for income taxes due to a valuation allowance on net deferred tax assets resulting from the merger of KRS into a wholly-owned LLC of the Company and (viii) a decrease in gains through the Company’s preferred equity program and other investments, partially offset by (ix) a decrease in interest expense, (x) a decrease in preferred dividends and preferred stock redemption charges and (xi) incremental earnings due to the acquisition of operating properties during 2016 and 2015 and increased profitability from the Company’s operating properties.
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 (the “Credit Facility”) with bank commitments of $2.25 billion which can be increased to $2.75 billion through an accordion feature.
The Company ’s cash flow activities are summarized as follows (in thousands):
|
Year Ended December 31, |
||||||||
|
201 7 |
201 6 |
|||||||
|
Cash and cash equivalents, beginning of year |
$ | 142,486 | $ | 189,534 | ||||
|
Net cash flow provided by operating activities |
614,181 | 592,096 | ||||||
|
Net cash flow (used for)/provided by investing activities |
(294,280 | ) | 165,383 | |||||
|
Net cash flow used for financing activities |
(223,874 | ) | (804,527 | ) | ||||
|
Change in cash and cash equivalents |
96,027 | (47,048 | ) | |||||
|
Cash and cash equivalents, end of year |
$ | 238,513 | $ | 142,486 | ||||
Operating Activities
The Company anticipates that cash on hand, cash flows from operations, borrowings under its Credit Facility, and the issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company.
Cash flows provided by operating activities for the year ended December 31, 2017, were $61 4.2 million, as compared to $592.1 million for the comparable period in 2016. The increase of $22.1 million is primarily attributable to:
|
● |
the acquisition of operating properties during 2017 and 2016 ; |
|
● |
new leasing, expansion and re-tenanting of core portfolio properties; |
| ● | a decrease in interest expense; and | |
|
● |
changes in operating assets and liabilities due to timing of receipts and payments; partially offset by |
|
● |
a decrease in operational distributions from the Company ’s joint venture programs due to the sale of certain joint venture properties during 2017 and 2016. |
During the years ended December 31, 2017 and 2016, the Company capitalized personnel costs of $16.1 million and $15.4 million, respectively, relating to deferred leasing costs.
Investing Activities
Cash flows used for investing activities was $294.3 million for 2017, as compared to cash flows provided by investing activities of $165.4 million for 2016. Investing activities during 2017 consisted primarily of:
Cash out flows :
|
● |
$36 7.1 million for improvements to operating real estate related to the Company’s active redevelopment pipeline and improvements to real estate under development; |
|
● |
$1 63.9 million for acquisition of operating real estate and other related net assets, including seven consolidated operating properties and six parcels, and acquisition of real estate under development related to one development project; |
|
● |
$35.3 million for investments in and advances to real estate joint ventures, primarily related to a redevelopment project in one joint venture and the repayment of a mortgage in another joint venture; and |
|
● |
$9.8 million for investment in marketable securities. |
Cash in flows:
|
● |
$1 81.3 million in proceeds from the sale of operating properties, including 25 consolidated operating properties and nine parcels; and |
|
● |
$96.5 million in reimbursements of investments and advances to real estate joint ventures , primarily related to disposition of properties within the joint venture portfolio, and reimbursements of investments and advances to other real estate investments, primarily related to a distribution received from the Company’s Albertsons investment. |
Investing activities during 2016 consisted primarily of:
Cash in flows :
|
● |
$330.4 million in proceeds from distributions and return of investments from liquidation of real estate joint ventures , primarily due to the liquidation of certain Canadian joint ventures in 2016; |
|
● |
$30 4.6 million in proceeds from the sale of operating properties related to 30 consolidated operating properties and two parcels; and |
|
● |
$82.7 million in reimbursements of investments and advances to real estate joint ventures , primarily related the refinancing of certain property mortgages within various joint ventures, and reimbursements of investments and advances to other real estate investments, primarily related to the sale of one preferred equity investment. |
Cash outflows:
|
● |
$254.8 million for acquisition of operating real estate and other related net assets, including 12 consolidated operating properties and two parcels, and acquisition of real estate under development related to two development projects; |
|
● |
$ 216.2 million for improvements to operating real estate, including expenditures related to the Company’s active redevelopment pipeline and improvements to real estate under development; and |
|
● |
$86.5 million for investments in and advances to real estate joint ventures, primarily related to the acquisition of a property within one joint venture, redevelopment projects with the Company’s joint ventures, the purchase of additional ownership in certain joint ventures and the repayment of debt in certain joint ventures. |
Acquisitions of Operating Real Estate and Other Related Net Assets
During the years ended December 31, 2017 and 2016, the Company expended $153.9 million and $203.2 million, respectively, towards the acquisition of operating real estate properties. The Company continues to transform the quality of its portfolio by disposing of lesser quality assets and acquiring larger, higher quality properties in key markets identified by the Company. The Company anticipates spending up to approximately $50.0 million towards the acquisition of operating properties during 2018. The Company intends to fund these acquisitions with proceeds from property dispositions, cash flow from operating activities and availability under its Credit Facility.
Improvements to Operating Real Estate
During the years ended December 31, 2017 and 2016, the Company expended $206.8 million and $143.5 million, respectively, towards improvements to operating real estate. These amounts consist of the following (in thousands):
|
Year Ended December 31, |
||||||||
|
201 7 |
201 6 |
|||||||
|
Redevelopment and renovations |
$ | 177,840 | $ | 96,319 | ||||
|
Tenant improvements and tenant allowances |
16,995 | 39,016 | ||||||
|
Other |
11,965 | 8,154 | ||||||
|
Tota l (1) |
$ | 206,800 | $ | 143,489 | ||||
|
(1) |
During the years ended December 31, 2017 and 2016, the Company capitalized interest of $3.5 million and $2.4 million, respectively, and capitalized payroll of $3.1 million and $2.1 million, respectively, in connection with the Company’s improvements to operating real estate. |
The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes will increase the overall value by bringing in new tenants and improving the assets ’ value. The Company has identified three categories of redevelopment, (i) large scale redevelopment, which involves demolishing and building new square footage, (ii) value creation redevelopment, which includes the subdivision of large anchor spaces into multiple tenant layouts, and (iii) creation of out-parcels and pads located in the front of the shopping center properties. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts during 2018 will be approximately $225.0 million to $300.0 million. The funding of these capital requirements will be provided by proceeds from property dispositions, cash flow from operating activities and availability under the Company’s Credit Facility.
Improvements to Real Estate Under Development
The Company is engaged in select real estate development projects, which are expected to be held as long-term investments. As of December 31, 2017, the Company had in progress a total of four active real estate development projects and two additional projects held for future development. During the years ended December 31, 2017 and 2016, the Company expended $160.3 million and $72.8 million, respectively, towards improvements to real estate under development. The Company capitalized (i) interest of $11.0 million and $6.9 million, (ii) real estate taxes, insurance and legal costs of $5.7 million and $5.2 million and (iii) payroll of $3.3 million and $1.8 million during the years ended December 31, 2017 and 2016, respectively, in connection with these real estate development projects. The Company anticipates the total remaining costs to complete these four active projects to be approximately $200.0 million to $250.0 million. The Company anticipates its capital commitment toward these development projects during 2018 will be approximately $175.0 million to $225.0 million. The funding of these capital requirements will be provided by proceeds from property dispositions, cash flow from operating activities and availability under the Company’s Credit Facility.
Financing Activities
Cash flow used for financing activities was $223.9 million for 2017, as compared to $804.5 million for 2016. Financing activities during 2017 primarily consisted of the following:
Cash out flows :
|
● |
$702.3 million for principal payments on debt, including normal amortization on rental property debt; |
|
● |
$ 550.0 million for repayments under unsecured term loan/notes, including $300.0 million Medium Term Notes and payoff of $250.0 million Term Loan; |
|
● |
$17.1 million for repayments under unsecured revolving credit facility, net; |
|
● |
$506.2 million of dividends paid; |
|
● |
$225.0 million for the partial redemption of Class I Preferred Stock; |
|
● |
$96.6 million for conversion/distribution of noncontrolling interests, primarily related to the redemption of certain partnership units by consolidated subsidiaries; and |
|
● |
$23.3 million for financing origination costs , primarily related to costs associated with the issuance of Senior Unsecured Notes and the Credit Facility. |
Cash in flows:
|
● |
$1.3 billion in proceeds from issuance of unsecured notes, including $500.0 million, $350.0 million and $400.0 million of Senior Unsecured Notes, issued separately; |
|
● |
$440.9 million in proceeds from issuance of stock , net, including the issuances of Class L Preferred Stock and Class M Preferred Stock; and |
|
● |
$206.0 million in proceeds from mortgage loan financing. |
Financing activities during 2016 primarily consisted of:
Cash out flows :
|
● |
$1.26 billion for repayments under unsecured term loan/notes, including paydown of $400.0 million Term Loan, $300.0 million Medium Term Notes, $290.0 million Senior Unsecured Notes and $270.9 million Canadian Notes Payable; |
|
● |
$719.9 million for principal payments on debt, including normal amortization on rental property debt; |
|
● |
$474.0 million of dividends paid; |
|
● |
$45.7 million for payment of early extinguishment of debt charges related to the optional make-whole provisions on unsecured notes that were repaid prior to maturity and prepayment penalties on a mortgage encumbering 10 operating properties; |
|
● |
$25.7 million for financing origination costs , primarily related to costs associated with the issuance of Senior Unsecured Notes; and |
|
● |
$12.6 million for conversion/distribution of noncontrolling interests. |
Cash in flows:
|
● |
$1.4 billion in proceeds from issuance of unsecured notes, including $500.0 million, $400.0 million, $350.0 million and $150.0 million of Senior Unsecured Notes, issued separately; |
|
● |
$307.4 million in proceeds from issuance of stock , including common stock issued under the Company's ATM program; and |
|
● |
$26.4 million in proceeds from unsecured revolving credit facility, net . |
The Company continually evaluates its debt maturities, and, based on management ’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. The Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks. The Company has noticed a continuing trend that, although pricing remains dependent on specific deal terms, generally spreads for non-recourse mortgage financing has stabilized and the unsecured debt markets are functioning well and credit spreads are at manageable levels.
Debt maturities for 2018 consist of: $73.0 million of consolidated debt; $203.7 million of unconsolidated joint venture debt; and $6.1 million of debt on properties included in the Company’s Preferred Equity Program, assuming the utilization of extension options where available. The 2018 consolidated debt maturities are anticipated to be repaid with operating cash flows, borrowings from the Company’s Credit Facility and debt refinancing where applicable. In addition, the Company has $12.4 million of consolidated debt related to one non-recourse mortgage that is currently in default for which the Company is working with the special servicers on a resolution. The 2018 debt maturities on properties in the Company’s unconsolidated joint ventures and Preferred Equity Program are anticipated to be repaid through operating cash flows, debt refinancing, unsecured credit facilities, proceeds from sales and partner capital contributions, as deemed appropriate.
The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintain its investment-grade senior, unsecured debt ratings. 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 $13.8 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air shopping centers, funding real estate under development projects, expanding and improving properties in the portfolio and other investments.
During February 2015, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for the future unlimited offerings, from time-to-time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants. The Company, pursuant to this shelf registration statement may, from time-to-time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company ’s debt maturities. (See Footnote 12 of the Notes to Consolidated Financial Statements included in this Form 10-K.)
Preferred Stock-
During August 2017, the Company issued 9,000,000 Depositary Shares (the "Class L Depositary Shares"), each representing a one-thousandth fractional interest in a share of the Company's 5.125% Class L Cumulative Redeemable Preferred Stock, $1.00 par value per share. Dividends on the Class L Depositary Shares are cumulative and payable quarterly in arrears at the rate of 5.125% per annum based on the $25.00 per share initial offering price, or $1.28125 per annum. The Class L Depositary Shares are redeemable, in whole or part, for cash on or after August 16, 2022, at the option of the Company, at a redemption price of $25.00 per depositary share, plus any accrued and unpaid dividends thereon. The Class L Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The net proceeds received from this offering of $218.1 million, before legal costs, were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility and the redemption of shares of the Company’s preferred stock.
On August 7, 2017, the Company called for the partial redemption of 9,000,000 of its outstanding depositary shares of the Company ’s 6.00% Class I Cumulative Redeemable Preferred Stock, $1.00 par value per share (the " Class I Preferred Stock"), representing 56.25% of the issued and outstanding Class I Preferred Stock. The aggregate redemption amount of $225.0 million plus accumulated and unpaid dividends of $1.9 million, was paid on September 6, 2017. Upon partial redemption, the Company recorded a charge of $7.0 million resulting from the difference between the redemption amount and the carrying amount of the Class I Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. This $7.0 million charge was subtracted from net income attributable to the Company to arrive at net income available to the Company’s common shareholders and used in the calculation of earnings per share for the year ended December 31, 2017.
During December 2017, the Company issued 9,200,000 Depositary Shares (the " Class M Depositary Shares"), each representing a one-thousandth fractional interest in a share of the Company's 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. Dividends on the Class M Depositary Shares are cumulative and payable quarterly in arrears at the rate of 5.250% per annum based on the $25.00 per share initial offering price, or $1.3125 per annum. The Class M Depositary Shares are redeemable, in whole or part, for cash on or after December 20, 2022, at the option of the Company, at a redemption price of $25.00 per depositary share, plus any accrued and unpaid dividends thereon. The Class M Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The net proceeds received from this offering of $222.8 million, before legal costs, were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility. Additionally, during January 2018, the underwriters exercised the over-allotment option for the issuance of an additional 1,380,000 Class M Depositary Shares each representing a one-thousandth fractional interest in a share of the Company's 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. The net proceeds from the issuance of these shares were $33.4 million, before legal costs, which were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s Credit Facility.
Common Stock
During February 2018, the Company ’s Board of Directors authorized a share repurchase program, pursuant to which the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million.
During February 2015, the Company established an At the Market Continuous Offering Program (“ATM program”), which is effective for a term of three years, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the NYSE or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. The Company did not offer for sale any shares of common stock under the ATM program during the year ended December 31, 2017. As of December 31, 2017, the Company had $211.9 million available under this ATM program.
Medium Term Notes (“MTN”) and Senior Notes
The Company ’s supplemental indenture governing its senior notes contains the following covenants, all of which the Company is compliant with:
|
Covenant |
Must Be |
As of 12/31/17 |
||
|
Consolidated Indebtedness to Total Assets |
<65% |
3 9% |
||
|
Consolidated Secured Indebtedness to Total Assets |
<40% |
6 % |
||
|
Consolidated Income Available for Debt Service to Maximum Annual Service Charge |
>1.50x |
4.9 x |
||
|
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness |
>1.50x |
2. 6x |
For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; and the Seventh Supplemental Indenture dated as of April 24, 2014, each as filed with the SEC. See the Exhibits Index for specific filing information.
During the year ended December 31, 2017, the Company issued the following Senior Unsecured Notes (dollars in millions):
|
Date Issued |
Maturity Date |
Amount Issued |
Interest Rate |
|||||||
|
Aug-17 |
Feb-25 |
$ | 500.0 | 3.30% | ||||||
|
Aug-17 |
Sep-47 |
$ | 350.0 | 4.45% | ||||||
|
Mar-17 |
Apr-27 |
$ | 400.0 | 3.80% | ||||||
Interest on these senior unsecured notes is payable semi-annually in arrears. The Company used the net proceeds from these issuances, after the underwriting discounts and related offering costs, for general corporate purposes, including to pre-fund near-term debt maturities or to reduce borrowings under the Company’s Credit Facility.
On August 1, 2017, the Company made a tender offer to purchase any and all of its $300.0 million 4.30% MTN notes outstanding. As a result, the Company accepted the tender of $211.0 million of its $300.0 million outstanding MTN notes on August 10, 2017. In connection with this tender offer, the Company recorded a tender premium of $1.8 million resulting from the partial repayment of this note. In addition, in November 2017, the Company redeemed the remaining $89.0 million 4.30% MTN notes outstanding.
Credit Facility
In February 2017, the Company closed on a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2021, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2022. This Credit Facility, which accrues interest at a rate of LIBOR plus 87.5 basis points (2.28% as of December 31, 2017), can be increased to $2.75 billion through an accordion feature. The Credit Facility replaced the Company’s $1.75 billion unsecured revolving credit facility that was scheduled to mature in March 2018. In addition, the Credit Facility includes a $500.0 million sub-limit which provides the Company the opportunity to borrow in alternative currencies including Canadian Dollars (“CAD”), British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. As of December 31, 2017, the Credit Facility had a balance of CAD 10.0 million (USD $8.0 million) outstanding and $0.5 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:
|
Co venant |
Must Be |
As of 12/31/17 |
||
|
Total Indebtedness to Gross Asset Value (“GAV”) |
<60% |
4 0% |
||
|
Total Priority Indebtedness to GAV |
<35% |
5 % |
||
|
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense |
>1.75 x |
4. 4x |
||
|
Fixed Charge Total Adjusted EBITDA to Total Debt Service |
>1.50 x |
2 .8x |
For a full description of the New Credit Facility ’s covenants refer to the Amended and Restated Credit Agreement dated as of February 1, 2017, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 30, 2017.
Term Loan
The Company ha d a $650.0 million unsecured term loan (“Term Loan ” ) which was scheduled to mature in January 2017, with three one-year extension options at the Company’s discretion. The Term Loan accrued interest at LIBOR plus 95 basis points. During November 2016, the Company repaid $400.0 million of borrowings under the Company’s Term Loan and in January 2017, the Company repaid the remaining $250.0 million balance and terminated the agreement.
Mortgage s Payable
During 2017, the Company (i) assumed/consolidated $257.5 million of individual non-recourse mortgage debt (including a fair market value adjustment of $8.5 million) related to two operating properties, (ii) paid off $692.9 million of mortgage debt (including fair market value adjustments of $5.8 million) that encumbered 27 operating properties and (iii) obtained a $206.0 million non-recourse mortgage relating to one operating property.
In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of its real estate under development projects. As of December 31, 2017, the Company had over 365 unencumbered property interests in its portfolio.
Dividends
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 the Board of Directors monitors sources of capital and evaluates 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 $506.2 million in 2017, $474.0 million in 2016, and $455.8 million in 2015.
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. On October 24, 2017, the Company’s Board of Directors declared an increased quarterly cash dividend of $0.28 per common share, an annualized increase of 3.7%, payable to shareholders of record on January 2, 2018, which was paid on January 16, 2018. Additionally, on January 30, 2018, the Company’s Board of Directors declared a quarterly cash dividend of $0.28 per common share payable to shareholders of record on April 3, 2018, which is scheduled to be paid on April 16, 2018.
The Board of Directors also declared quarterly dividends with respect to the Company’s various classes of cumulative redeemable preferred shares (Class I, Class J, Class K and Class L) and an initial dividend with respect to the Company’s Class M cumulative redeemable preferred shares, representing the period beginning on December 20, 2017. All dividends on the preferred shares are scheduled to be paid on April 16, 2018 to shareholders of record on April 3, 2018.
Hurricane Impact
The impact of Hurricanes Harvey, which struck Texas on August 25, 2017, and Irma, which struck Florida on September 10, 2017, resulted in minimal damage to the Company’s properties located in Texas and Florida, with the majority of the impact related to debris removal.
On September 20, 2017, Hurricane Maria struck Puerto Rico as a Category 4 hurricane which resulted in widespread damage, flooding, and power outages. The Company has interests in seven operating properties located throughout Puerto Rico, aggregating 2.2 million square feet of GLA, which were variously impacted by the hurricane. The Company maintains a comprehensive property insurance policy on these properties with total coverage of up to $62.0 million, as well as business interruption insurance with coverage up to $39.3 million in the aggregate, subject to a collective deductible of $1.2 million.
As of December 31, 2017, the Company ’s assessment of the damages sustained to its properties from Hurricane Maria resulted in a write-off to depreciation expense of $16.0 million, representing the estimated net book value of damaged assets. The Company also recorded a corresponding receivable and credit to depreciation expense of $16.0 million for estimated property insurance recoveries related to the write-off. As such, there was no impact to net income during 2017 resulting from these adjustments. The Company expects to collect property insurance proceeds (net of deductible) equal to the replacement cost of its damaged property, currently estimated to be approximately $26.0 million. As of December 31, 2017, the Company received property insurance proceeds of $4.0 million and has a remaining receivable balance of $12.0 million which is included in Other assets on the Company’s Consolidated Balance Sheets. The Company expects that the final replacement cost claim will exceed the amount written off due to property damage and that this excess amount will be recorded, net of the deductible, as income by the Company upon full settlement and collection of the casualty insurance claim.
The Company ’s business interruption insurance covers lost revenues as a result of the hurricane for a period of up to one year. After the expiration of one year following the loss, the policy has 365 days of extended period of indemnity which provides business interruption coverage in the event the properties have not fully recovered from the storm. For the year ended December 31, 2017, the Company had a reduction in revenues from rental properties of $3.4 million related to lost tenant revenue and rent abatements resulting from the impact of Hurricane Maria. During December 2017, the Company received $1.6 million from its insurance provider for business interruption claims. The Company is still in the process of assessing current and future business interruption insurance losses and will submit insurance claims for its estimated losses under its business interruption insurance policy.
Income Taxes
On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, making significant changes to taxation of corporations and individuals. Effective for tax years beginning on January 1, 2018, this tax reform law reduces the federal statutory income tax rate from 35% to 21% for corporations and changed other certain tax provisions and deductions. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. As a result, the Company remeasured its deferred tax assets and liabilities and recorded a tax provision of $1.1 million during 2017.
The Company is subject to taxes on its activities in Canada, Puerto Rico and Mexico. In general, under local country law applicable to the structures the Company has in place and applicable treaties, the repatriation of cash to the Company from its subsidiaries and joint ventures in Canada, Puerto Rico and Mexico generally are not subject to withholding tax. The Company is subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and not in the Company’s taxable REIT subsidiary. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.
Contractual Obligations and Other Commitments
The Company has debt obligations relating to its Credit Facility , unsecured senior notes and mortgages with maturities ranging from less than one year to 30 years. As of December 31, 2017, the Company’s total debt had a weighted average term to maturity of 10.7 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio. As of December 31, 2017, the Company had 43 consolidated 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. The following table summarizes the Company’s debt maturities (excluding extension options, unamortized debt issuance costs of $65.4 million and fair market value of debt adjustments aggregating $19.2 million) and obligations under non-cancelable operating leases as of December 31, 2017:
|
Payments due by period (in millions) |
||||||||||||||||||||||||||||
|
Contractual Obligations: |
201 8 |
201 9 |
20 20 |
20 21 |
20 22 |
Thereafter |
Total |
|||||||||||||||||||||
|
Long-Term Debt- Principal (1) |
$ | 98.4 | $ | 415.7 | $ | 136.4 | $ | 653.3 | $ | 640.6 | $ | 3,580.7 | $ | 5,525.1 | ||||||||||||||
|
Long-Term Debt- Interest (2) |
$ | 209.0 | $ | 198.6 | $ | 180.7 | $ | 163.3 | $ | 145.3 | $ | 1,437.4 | $ | 2,334.3 | ||||||||||||||
|
Operating Leases: |
||||||||||||||||||||||||||||
|
Ground Leases (3) |
$ | 9.1 | $ | 9.1 | $ | 8.6 | $ | 8.6 | $ | 8.5 | $ | 138.5 | $ | 182.5 | ||||||||||||||
|
(1) |
Maturities utilized do not reflect extension options, which range from one to three years. |
|
(2) |
For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2017. |
|
(3) |
For leases which have inflationary increase s, future ground rent expense was calculated using the rent as of December 31, 2017. |
The Company has $73.0 million of secured debt scheduled to mature in 2018. The Company anticipates satisfying the remaining maturities with a combination of operating cash flows, its Credit Facility, exercise of extension options, where available, and new debt issuances. In addition, the Company has $12.4 million of consolidated debt related to one non-recourse mortgage that is currently in default for which the Company is working with the special servicers on a resolution.
The Company has issued letters of credit in connection with completion and repayment guarantees for loans encumbering certain of the Company ’s development and redevelopment projects and guarantee of payment related to the Company’s insurance program. As of December 31, 2017, these letters of credit aggregated $40.4 million.
In connection with the construction of its development /redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2017, the Company had $20.0 million in performance and surety bonds outstanding.
The Company has accrued $4.0 million of non-current uncertain tax positions 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, 2017. 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.
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. Such arrangements are generally with third-party institutional investors and individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans, however, the Company, on a selective basis, has obtained unsecured financing for certain joint ventures. As of December 31, 2017, the Company did not guarantee any joint venture unsecured debt. 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 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). As of December 31, 2017, these investments include the following joint ventures:
|
Venture |
Kimco Ownership Interest |
Number of Properties |
Non-Recourse Mortgages Payable (in millions) |
Number of Encumbered Properties |
Weighted Average Interest Rate |
Weighted Average Term (months) * |
||||||||||||||||||
|
KimPru and KimPru II (a) |
15.0 | % | 46 | $ | 426.5 | 15 | 3.72 | % | 67.7 | |||||||||||||||
|
KIR (b) |
48.6 | % | 42 | $ | 668.1 | 35 | 4.67 | % | 47.0 | |||||||||||||||
|
CPP (c) |
55.0 | % | 4 | $ | 84.9 | 1 | 2.91 | % | 4.0 | |||||||||||||||
* Average remaining term includes extensions
|
(a) |
Represents the Company ’s joint ventures with Prudential Global Investment Management. As of December 31, 2017, KimPru also has an unsecured term loan with an outstanding balance of $200.0 million (excluding deferred financing costs of $0.8 million), which is scheduled to mature in August 2019, with two one-year extension options at the joint venture’s discretion, and bears interest at a rate equal to LIBOR plus 1.75% (3.31% at December 31, 2017). |
|
(b) |
Represents the Company ’s joint ventures with certain institutional investors. As of December 31, 2017, KIR also has a $170.0 million unsecured revolving credit facility with an outstanding balance at December 31, 2017 of $34.4 million (excluding deferred financing costs of $0.5 million) , which is scheduled to mature in September 2020, with two one-year extension options at the joint venture’s discretion, and bears interest at a rate equal to LIBOR plus 1.75% (3.31% at December 31, 2017). |
|
(c) |
Represents the Company ’s joint ventures with Canada Pension Plan Investment Board (CPPIB). |
The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2017, these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating $287.6 million. The aggregate debt as of December 31, 2017, of all of the Company’s unconsolidated real estate joint ventures is $1.7 billion. As of December 31, 2017, these loans had scheduled maturities ranging from one month to nine years and bore interest at rates ranging from 2.91% to 7.25%. Approximately $203.7 million of the aggregate outstanding loan balance matures in 2018. These maturing loans are anticipated to be repaid with, operating cash flows, debt refinancing, unsecured credit facilities, proceeds from sales and partner capital contributions, as deemed appropriate (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K).
Other Real Estate Investments
The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity Program. As of December 31, 2017, the Company’s net investment under the Preferred Equity Program was $201.9 million relating to 357 properties, including 344 net leased properties. As of December 31, 2017, these preferred equity investment properties had individual non-recourse mortgage loans aggregating $361.0 million. These loans have scheduled maturities ranging from eight months to seven years and bear interest at rates ranging from 4.19% to 10.47%. Due to the Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is limited to its invested capital.
Funds F rom Operations
Funds From Operations (“FFO”) is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income/(loss) available to the Company ’s common shareholders computed in accordance with generally accepted accounting principles in the United States (“GAAP”), excluding (i) gains or losses from sales of operating real estate assets and change in control of interests, plus (ii) depreciation and amortization of operating properties and (iii) impairment of depreciable real estate and in substance real estate equity investments and (iv) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.
The Company presents FFO available to the Company ’s common shareholders as it considers it an important supplemental measure of our operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO available to the Company’s common shareholders when reporting results. Comparison of our presentation of FFO available to the Company’s common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.
The Company also presents FFO available to the Company ’s common shareholders as adjusted as an additional supplemental measure as it believes it is more reflective of its core operating performance and provides investors and analysts an additional measure to compare the Company’s performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. FFO available to the Company’s common shareholders as adjusted is generally calculated by the Company as FFO available to the Company’s common shareholders excluding certain transactional income and expenses and non-operating impairments which management believes are not reflective of the results within the Company’s operating real estate portfolio.
FFO is a supplemental non-GAAP financial measure of real estate companies ’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income as a measure of liquidity. Our method of calculating FFO available to the Company’s common shareholders and FFO available to the Company’s common shareholders as adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The Company ’s reconciliation of net income available to the Company’s common shareholders to FFO available to the Company’s common shareholders and FFO available to the Company’s common shareholders as adjusted for the three months and years ended December 31, 2017 and 2016 is as follows (in thousands, except per share data):
|
Three Months Ended |
Year Ended |
|||||||||||||||
|
December 31, |
December 31, |
|||||||||||||||
|
201 7 |
201 6 |
201 7 |
201 6 |
|||||||||||||
|
Net income available to the Company’s common shareholders |
$ | 73,465 | $ | 66,718 | $ | 372,461 | $ | 332,630 | ||||||||
|
Gain on disposition of operating properties |
(31,436 | ) | (10,950 | ) | (92,830 | ) | (92,824 | ) | ||||||||
|
Gain on disposition of joint venture operating properties and change in control of interests |
(6,849 | ) | (14,880 | ) | (79,034 | ) | (217,819 | ) | ||||||||
|
Depreciation and amortization - real estate related |
83,959 | 89,476 | 356,191 | 347,315 | ||||||||||||
|
Depreciation and amortization - real estate joint ventures |
9,835 | 9,477 | 39,248 | 45,098 | ||||||||||||
|
Impairment of operating properties |
32,854 | 24,125 | 65,148 | 101,928 | ||||||||||||
|
(Benefit)/provision for income taxes (2) |
- | (1,227 | ) | (39 | ) | 39,570 | ||||||||||
|
Noncontrolling interests (2) |
(1,688 | ) | 245 | (5,583 | ) | (182 | ) | |||||||||
|
FFO available to the Company ’s common shareholders |
160,140 | 162,984 | 655,562 | 555,716 | ||||||||||||
|
Transactional (income)/ expense: |
||||||||||||||||
|
Profit participation from other real estate investments |
(379 | ) | (830 | ) | (34,952 | ) | (10,883 | ) | ||||||||
|
Gains from land sales |
(2,362 | ) | (1,255 | ) | (3,422 | ) | (3,607 | ) | ||||||||
|
Acquisition and demolition costs |
3,589 | 1,133 | 4,686 | 5,023 | ||||||||||||
|
Gain on forgiveness of debt |
(380 | ) | (7,357 | ) | (380 | ) | (7,357 | ) | ||||||||
|
Early extinguishment of debt charges |
- | - | 1,753 | 45,674 | ||||||||||||
|
Severance costs |
5,190 | - | 5,190 | - | ||||||||||||
|
Gain on liquidation of a foreign entity |
- | - | (14,822 | ) | - | |||||||||||
|
Impairments on other investments |
423 | 5,300 | 11,766 | 6,358 | ||||||||||||
|
Preferred stock redemption charge |
- | - | 7,014 | - | ||||||||||||
|
Other, net |
170 | 62 | 494 | (362 | ) | |||||||||||
|
Provision for income taxes (3) |
- | 257 | 8 | 38,433 | ||||||||||||
|
Noncontrolling interests (3) |
- | 125 | 11,338 | 410 | ||||||||||||
|
Total transactional expense/(income), net |
6,251 | (2,565 | ) | (11,327 | ) | 73,689 | ||||||||||
|
FFO available to the Company ’s common shareholders as adjusted |
$ | 166,391 | $ | 160,419 | $ | 644,235 | $ | 629,405 | ||||||||
|
Weighted average shares outstanding for FFO calculations: |
||||||||||||||||
|
Basic |
423,734 | 423,087 | 423,614 | 418,402 | ||||||||||||
|
Units |
961 | 841 | 852 | 853 | ||||||||||||
|
Dilutive effect of equity awards |
354 | 1,162 | 405 | 1,307 | ||||||||||||
|
Diluted |
425,049 | (1) | 425,090 | (1) | 424,871 | (1) | 420,562 | (1) | ||||||||
|
FFO per common share – basic |
$ | 0.38 | $ | 0.39 | $ | 1.55 | $ | 1.33 | ||||||||
|
FFO per common share – diluted |
$ | 0.38 | (1) | $ | 0.38 | (1) | $ | 1.55 | (1) | $ | 1.32 | (1) | ||||
|
FFO as adjusted per common share – basic |
$ | 0.39 | $ | 0.38 | $ | 1.52 | $ | 1.50 | ||||||||
|
FFO as adjusted per common share – diluted |
$ | 0.39 | (1) | $ | 0.38 | (1) | $ | 1.52 | (1) | $ | 1.50 | (1) | ||||
|
(1) |
Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect on FFO. FFO would be increased by $274 and $229 for the three months ended December 31, 2017 and 2016, respectively, and $923 and $881 for the years ended December 31, 2017 and 2016, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations. |
|
(2) |
Related to gains, impairment and deprecation on operating properties, where applicable. |
|
(3) |
Related to transaction (income)/expense, where applicable. |
Same Property Net Operating Income (“ S ame property NOI”)
Same property NOI is a supplemental non-GAAP financial measure of real estate companies ’ operating performance and should not be considered an alternative to net income in accordance with GAAP or as a measure of liquidity. The Company considers Same property NOI as an important operating performance measure because it is frequently used by securities analysts and investors to measure only the net operating income of properties that have been owned by the Company for the entire current and prior year reporting periods. It excludes properties under redevelopment, development and pending stabilization; properties are deemed stabilized at the earlier of (i) reaching 90% leased or (ii) one year following a project’s inclusion in operating real estate. Same property NOI assists in eliminating disparities in net income due to the development, acquisition or disposition of properties during the particular period presented, and thus provides a more consistent performance measure for the comparison of the Company's properties.
Same property NOI is calculated using revenues from rental properties (excluding straight-line rent adjustments, lease termination fees and amortization of above/below market rents) less charges for bad debt, operating and maintenance expense, real estate taxes and rent expense plus the Company ’s proportionate share of Same property NOI from unconsolidated real estate joint ventures, calculated on the same basis. The Company’s method of calculating Same property NOI available to the Company’s common shareholders may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The following is a reconciliation of Net income available to the Company ’s common shareholders to Same property NOI (in thousands):
|
Three Months Ended December 31, |
Year Ended
|
|||||||||||||||
|
2017 |
2016 |
2017 |
2016 |
|||||||||||||
|
Net income available to the Company ’s common shareholders |
$ | 73,465 | $ | 66,718 | $ | 372,461 | $ | 332,630 | ||||||||
|
Adjustments: |
||||||||||||||||
|
Management and other fee income |
(4,593 | ) | (4,117 | ) | (17,049 | ) | (18,391 | ) | ||||||||
|
General and administrative |
32,060 | 27,462 | 118,455 | 117,302 | ||||||||||||
|
Impairment charges |
33,051 | 25,140 | 67,331 | 93,266 | ||||||||||||
|
Depreciation and amortization |
85,024 | 90,884 | 360,811 | 355,320 | ||||||||||||
|
Interest and other expense, net |
53,380 | 40,818 | 191,150 | 232,798 | ||||||||||||
|
Provision/(benefit) for income taxes, net |
1,344 | (747 | ) | (880 | ) | 72,545 | ||||||||||
|
Gain on change in control of interests |
- | (4,290 | ) | (71,160 | ) | (57,386 | ) | |||||||||
|
Equity in income of other real estate investments, net |
(5,049 | ) | (5,241 | ) | (67,001 | ) | (27,773 | ) | ||||||||
|
Gain on sale of operating properties, net of tax |
(31,436 | ) | (10,850 | ) | (93,538 | ) | (86,785 | ) | ||||||||
|
Net (loss)/income attributable to noncontrolling interests |
(330 | ) | 2,413 | 13,596 | 7,288 | |||||||||||
|
Preferred stock redemption charge |
- | - | 7,014 | - | ||||||||||||
|
Preferred stock dividends |
11,431 | 11,555 | 46,600 | 46,220 | ||||||||||||
|
Non same property net operating income |
(27,390 | ) | (20,555 | ) | (85,681 | ) | (108,248 | ) | ||||||||
|
Non-operational expense/(income) from joint ventures, net |
9,360 | 8,474 | 72,970 | (58,563 | ) | |||||||||||
|
Same property NOI |
$ | 230,317 | $ | 227,664 | $ | 915,079 | $ | 900,223 | ||||||||
Same property NOI increased by $2.7 million or 1.2% for the three months ended December 31, 2017, as compared to the corresponding period in 2016. This increase is primarily the result of (i) an increase of $3.0 million related to lease-up and rent commencements in the portfolio and (ii) an increase in other property income of $0.9 million, partially offset by (iii) an increase of $1.2 million of credit losses. The percentage increase in Same property NOI for the three months ended December 31, 2017 was negatively impacted by 120 basis points due to the impact of Hurricane Maria on the Company ’s Puerto Rico properties.
Same property NOI increased by $14.9 million or 1.7% for the year ended December 31, 2017, as compared to the corresponding period in 2016. This increase is primarily the result of (i) an increase of $11.7 million related to lease-up and rent commencements in the portfolio, (ii) an increase in other property income of $1.8 million and (iii) a decrease of $1.4 million of credit losses. The percentage increase in Same property NOI for the year ended December 31, 2017 was negatively impacted by 30 basis points due to the impact of Hurricane Maria on the Company ’s Puerto Rico properties.
Effects of Inflation
Many of the Company's long-term 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 include escalation clauses or require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and/or foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign currency exchange rates.
New Accounting Pronouncements
See F ootnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company ’s primary market risk exposures are interest rate risk and foreign currency exchange rate risk. The following table presents the Company’s aggregate fixed rate and variable rate debt obligations outstanding, including fair market value adjustments and unamortized deferred financing costs, as of December 31, 2017, with corresponding weighted-average interest rates sorted by maturity date. The table does not include extension options where available (amounts in millions).
|
2018 |
2019 |
2020 |
202 1 |
202 2 |
Thereafter |
Total |
Fair Value |
|||||||||||||||||||||||||
|
Secured Debt |
||||||||||||||||||||||||||||||||
|
Fixed Rate |
$ | 85.4 | $ | 2.4 | $ | 136.9 | $ | 156.1 | $ | 155.6 | $ | 246.4 | $ | 782.8 | $ | 781.8 | ||||||||||||||||
|
Average Interest Rate |
5.63 | % | 5.29 | % | 5.31 | % | 5.39 | % | 4.05 | % | 4.43 | % | 4.83 | % | ||||||||||||||||||
|
Variable Rate |
$ | - | $ | 100.0 | $ | - | $ | - | $ | - | $ | - | $ | 100.0 | $ | 99.6 | ||||||||||||||||
|
Average Interest Rate |
- | 2.60 | % | - | - | - | - | 2.60 | % | |||||||||||||||||||||||
|
Unsecured Debt |
||||||||||||||||||||||||||||||||
|
Fixed Rate |
$ | - | $ | 299.5 | $ | - | $ | 497.6 | $ | 494.9 | $ | 3,302.4 | $ | 4,594.4 | $ | 4,599.6 | ||||||||||||||||
|
Average Interest Rate |
- | 6.88 | % | - | 3.20 | % | 3.40 | % | 3.54 | % | 3.71 | % | ||||||||||||||||||||
|
Variable Rate |
$ | - | $ | - | $ | - | $ | 1.7 | $ | - | $ | 1.7 | $ | 1.9 | ||||||||||||||||||
|
Average Interest Rate |
- | - | - | 2.28 | % | - | 2.28 | % | ||||||||||||||||||||||||
Based on the Company ’s variable-rate debt balances, interest expense would have increased by $1.0 million for the year ended December 31, 2017, if short-term interest rates were 1.0% higher. The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.
The Company ’s revenues and equity in income (including gains on sales and impairment losses) from its foreign investments in U.S. dollar equivalents and their respective local currencies are as follows (in millions):
|
2017 |
2016 |
2015 |
||||||||||
|
Revenues from consolidated in USD: |
||||||||||||
|
Mexico |
$ | 0.3 | $ | 0.6 | $ | 1.9 | ||||||
|
Chile |
$ | - | $ | - | $ | 6.7 | ||||||
|
Revenues from consolidated in local currencies: |
||||||||||||
|
Mexico (Mexican Pesos “MXN”) |
5.7 | 11.3 | 28.2 | |||||||||
|
Chile (Chilean Pesos “CLP”) |
- | - | 4,264.9 | |||||||||
|
Equity in income /(loss) from unconsolidated joint ventures and preferred equity investments in USD: |
||||||||||||
|
Canada ( 1) |
$ | (1.3 | ) | $ | 152.6 | $ | 409.1 | |||||
|
Mexico ( 2) |
$ | (0.3 | ) | $ | (3.6 | ) | $ | (1.6 | ) | |||
|
Chile ( 3) |
$ | - | $ | - | $ | 0.9 | ||||||
|
Equity in income /(loss) from unconsolidated joint ventures and preferred equity investments in local currencies: |
||||||||||||
|
Canada (CAD) ( 1) |
(1.7 | ) | 199.5 | 540.1 | ||||||||
|
Mexico (MXN) |
(6.3 | ) | 29.2 | (24.0 | ) | |||||||
|
Chile (CLP) |
- | - | - | |||||||||
|
(1) |
Includes impairment charge of $3.4 million (CAD 4.3 million) related to the pending sale of a property for the year ended December 31, 2017. In addition, includes gains of $141.9 million (CAD 185.9 million) and $373.8 million (CAD 439.9 million) on disposition of equity interests for the years ended December 31, 2016 and 2015, respectively. |
|
(2) |
Includes equity losses of $5.2 million and $0.8 million for the years ended December 31, 2016 and 2015, respectively, related to foreign investments for which the reporting currency is denominated in USD and not subject to foreign translation exposure. |
|
(3) |
Included in the year ended December 31, 2015 is the release of CTA of $0.8 million in equity income. |
The following table presents the Company ’s foreign investments in their respective local currencies and the U.S. dollar equivalents:
|
Foreign Investment (in millions) |
||||||||
|
Country |
Local Currency |
U.S. Dollars |
||||||
|
Mexican real estate investments (MXN) |
53.4 | $ | 4.8 | |||||
|
Canadian investments (CAD) |
18.2 | $ | 14.6 | |||||
Currency fluctuations between local currency and the U.S. dollar, for investments for which the Company had determined that the local currency was the functional currency, for the period in which the Company held its investment result ed in a cumulative translation adjustment (“CTA”). This CTA was recorded as a component of Accumulated other comprehensive income (“AOCI”) on the Company’s Consolidated Balance Sheets. During the year ended December 31, 2017, the Company substantially liquidated its investments in Canada and as such, recognized a net cumulative foreign currency translation gain of $10.0 million. The Company had previously substantially liquidated its investments in Mexico. As a result of the substantial liquidation of the Company’s foreign investments, any future currency changes, which could have a favorable or unfavorable impact, will be recognized in Other (expense)/income, net in the Company’s Consolidated Statements of Income.
Item 8. Financial Statements and Supplementary Data
The response to this Item 8 is included in our audited Consolidated Financial Statements and 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 O ver 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, 2017, 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 the I nternal Control - Integrated Framework ( 2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework ( 2013 ) , our management concluded that our internal control over financial reporting was effective as of December 31, 2017.
T he effectiveness of our internal control over financial reporting as of December 31, 2017, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
None .
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,” “Executive Officers” and “Other Matters” in our definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on April 24, 2018 (“Proxy Statement”).
We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”). The Code of Ethics is available at the Investors/Governance/Governance Documents section of our website at www.kimcorealty.com. A copy of the Code of Ethics is available in print, free of charge, to stockholders upon request to us at the address set forth in Item 1 of this Annual Report on Form 10-K under the section “Business - Background.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Ethics by posting such information on our web-site.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to “Compensation Discussion and Analysis,” “Executive Compensation Committee Report,” “Compensation Tables ,” “Compensation of Directors” and “Other Matters” in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to “Security Ownership of Certain Beneficial Owners and Management” and “Compensation Tables” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions , and Director Independence
The information required by this item is incorporated by reference to “Certain Relationships and Related Transactions” and “Corporate Governance” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to “Independent Registered Public Accountants” in our Proxy Statement.
Item 15. Exhibits, 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. |
Form
10-K
|
|
|
47 |
|||
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Consolidated Financial Statements |
|||
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Consolidated Balance Sheets as of December 31, 2017 and 2016 |
48 |
||
|
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015 |
49 |
||
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015 |
50 |
||
|
Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015 |
51 |
||
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 |
52 |
||
|
53 |
|||
|
2 |
. Financial Statement Schedules - |
||
|
Schedule II - |
Valuation and Qualifying Accounts for the years ended December 31, 2017 , 2016 and 2015 |
9 5 |
|
|
Schedule III - |
Real Estate and Accumulated Depreciation as of December 31, 2017 |
9 6 |
|
|
Schedule IV - |
98 |
||
|
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. |
43 |
||
None
INDEX TO EXHIBITS
* Filed herewith
** Furnished herewith
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 |
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By: |
/s/ Conor C. Flynn |
|
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Conor C. Flynn |
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Chief Executive Officer |
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Dated: February 23, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date s indicated.
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Signature |
Title |
Date |
|
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/s/ Milton Cooper |
Executive Chairman of the Board of Directors |
February 23, 2018 |
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Milton Cooper |
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/s/ Conor C. Flynn |
Chief Executive Officer and Director |
February 23, 2018 |
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Conor C. Flynn |
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/s/ Richard G. Dooley |
Director |
February 23, 2018 |
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Richard G. Dooley |
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/s/ Joe Grills |
Director |
February 23, 2018 |
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Joe Grills |
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/s/ Frank Lourenso |
Director |
February 23, 2018 |
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Frank Lourenso |
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/s/ Richard Saltzman |
Director |
February 23, 2018 |
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Richard Saltzman |
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/s/ Philip Coviello |
Director |
February 23, 2018 |
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Philip Coviello |
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/s/ Colombe Nicholas |
Director |
February 23, 2018 |
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Colombe Nicholas |
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/s/ Mary Hogan Preusse |
Director |
February 23, 2018 |
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Mary Hogan Preusse |
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/s/ Glenn G. Cohen |
Executive Vice President - |
February 23, 2018 |
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Glenn G. Cohen |
Chief Financial Officer and Treasure r |
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/s/ Paul Westbrook |
Vice President - |
February 23, 2018 |
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Paul Westbrook |
Chief Accounting Officer |
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15 (a) (1) and (2)
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
|
Form
10-K
|
||
|
KIMCO REALTY CORPORATION AND SUBSIDIARIES |
||
|
47 |
||
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Consolidated Financial Statements and Financial Statement Schedules: |
||
|
Consolidated Balance Sheets as of December 31, 2017 and 2016 |
48 |
|
|
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015 |
49 |
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015 |
50 |
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Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015 |
51 |
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|
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||
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Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 |
52 |
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53 |
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Financial Statement Schedules: |
||
|
II. |
Valuation and Qualifying Accounts years ended December 31, 2017, 2016 and 2015 |
9 5 |
|
III. |
Real Estate and Accumulated Depreciation as of December 31, 2017 |
96 |
|
IV. |
98 |
|
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
of Kimco Realty Corporation:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1), and the financial statement schedules listed in the index appearing under Item 15(a)(2), of Kimco Realty Corporation and its subsidiaries (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Comp any as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017 based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis fo r Opinions
The Company's management is responsible for these consolidated financial statements, 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 the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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.
Definition and Limitations of Internal Control over Financial Reporting
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 fin ancial 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 23, 2018
We have served as the Company ’s auditor since at least 1992. We have not determined the specific year we began serving as auditor of the Company.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
|
December 31, 2017 |
December 31, 2016 |
|||||||
|
Assets: |
||||||||
|
Real Estate |
||||||||
|
Rental property |
||||||||
| Land | $ | 3,019,284 | $ | 2,845,186 | ||||
| Building and improvements | 9,231,644 | 8,827,861 | ||||||
| 12,250,928 | 11,673,047 | |||||||
| Less: accumulated depreciation and amortization | (2,433,053 | ) | (2,278,292 | ) | ||||
| 9,817,875 | 9,394,755 | |||||||
|
Real estate under development |
402,518 | 335,028 | ||||||
| Real estate, net | 10,220,393 | 9,729,783 | ||||||
|
Investments in and advances in real estate joint ventures |
483,861 | 504,209 | ||||||
|
Other real estate investments |
217,584 | 209,146 | ||||||
|
Mortgages and other financing receivables |
21,838 | 23,197 | ||||||
|
Cash and cash equivalents |
238,513 | 142,486 | ||||||
|
Marketable securities |
13,265 | 8,101 | ||||||
|
Accounts and notes receivable, net |
189,757 | 181,823 | ||||||
|
Deferred charges and prepaid expenses |
155,472 | 147,694 | ||||||
|
Other assets |
223,043 | 284,161 | ||||||
|
Total assets (1) |
$ | 11,763,726 | $ | 11,230,600 | ||||
|
Liabilities: |
||||||||
|
Notes payable, net |
$ | 4,596,140 | $ | 3,927,251 | ||||
|
Mortgages payable, net |
882,787 | 1,139,117 | ||||||
|
Accounts payable and accrued expenses |
185,702 | 145,751 | ||||||
|
Dividends payable |
128,892 | 124,517 | ||||||
|
Other liabilities |
431,915 | 404,137 | ||||||
|
Total liabilities (2) |
6,225,436 | 5,740,773 | ||||||
|
Redeemable noncontrolling interests |
16,143 | 86,953 | ||||||
|
Commitments and Contingencies |
||||||||
|
Stockholders' equity: |
||||||||
|
Preferred stock, $1.00 par value, authorized 5,996,240 and 6,029,100 shares, respectively, 41,200 and 32,000 shares issued and outstanding (in series), respectively; Aggregate liquidation preference $1,030,000 and $800,000, respectively |
41 | 32 | ||||||
|
Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding 425,646,380 and 425,034,113 shares, respectively |
4,256 | 4,250 | ||||||
|
Paid-in capital |
6,152,764 | 5,922,958 | ||||||
|
Cumulative distributions in excess of net income |
(761,337 | ) | (676,867 | ) | ||||
|
Accumulated other comprehensive (loss)/income |
(1,480 | ) | 5,766 | |||||
|
Total stockholders' equity |
5,394,244 | 5,256,139 | ||||||
|
Noncontrolling interests |
127,903 | 146,735 | ||||||
|
Total equity |
5,522,147 | 5,402,874 | ||||||
|
Total liabilities and equity |
$ | 11,763,726 | $ | 11,230,600 | ||||
| (1) | Includes restricted assets of consolidated variable interest entities (“VIEs”) at December 31, 2017 and December 31, 2016 of $644,990 and $333,705, respectively. See Footnote 9 of the Notes to Consolidated Financial Statements. |
| (2) | Includes non-recourse liabilities of consolidated VIEs at December 31, 2017 and December 31, 2016 of $417,688 and $176,216, respectively. See Footnote 9 of the Notes to Consolidated Financial Statements. |
The accompanying notes are an integral part of these consolidated financial statements.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
|
Year Ended December 31, |
||||||||||||
|
2017 |
2016 |
2015 |
||||||||||
|
Revenues |
||||||||||||
|
Revenues from rental properties |
$ | 1,183,785 | $ | 1,152,401 | $ | 1,144,474 | ||||||
|
Management and other fee income |
17,049 | 18,391 | 22,295 | |||||||||
| Total revenues | 1,200,834 | 1,170,792 | 1,166,769 | |||||||||
|
Operating expenses |
||||||||||||
|
Rent |
11,145 | 10,993 | 12,347 | |||||||||
|
Real estate taxes |
157,196 | 146,615 | 147,150 | |||||||||
|
Operating and maintenance |
142,787 | 140,910 | 144,980 | |||||||||
|
General and administrative |
118,455 | 117,302 | 122,735 | |||||||||
|
Provision for doubtful accounts |
5,630 | 5,563 | 6,075 | |||||||||
|
Impairment charges |
67,331 | 93,266 | 45,383 | |||||||||
|
Depreciation and amortization |
360,811 | 355,320 | 344,527 | |||||||||
| Total operating expenses | 863,355 | 869,969 | 823,197 | |||||||||
|
Operating income |
337,479 | 300,823 | 343,572 | |||||||||
|
Other income/(expense) |
||||||||||||
|
Interest, dividends and other investment income |
2,809 | 1,478 | 39,061 | |||||||||
|
Other (expense)/income, net |
(250 | ) | 3,947 | 5,174 | ||||||||
|
Interest expense |
(191,956 | ) | (192,549 | ) | (218,891 | ) | ||||||
|
Early extinguishment of debt charges |
(1,753 | ) | (45,674 | ) | - | |||||||
|
Income from continuing operations before income taxes, net, equity in income of joint ventures, net, gain on change in control of interests and equity in income from other real estate investments, net |
146,329 | 68,025 | 168,916 | |||||||||
|
Benefit/(provision) for income taxes, net |
880 | (72,545 | ) | (60,230 | ) | |||||||
|
Equity in income of joint ventures, net |
60,763 | 218,714 | 480,395 | |||||||||
|
Gain on change in control of interests |
71,160 | 57,386 | 149,234 | |||||||||
|
Equity in income of other real estate investments, net |
67,001 | 27,773 | 36,090 | |||||||||
|
Income from continuing operations |
346,133 | 299,353 | 774,405 | |||||||||
|
Discontinued operations |
||||||||||||
|
Loss from discontinued operating properties, net of tax |
- | - | (15 | ) | ||||||||
|
Impairment/loss on operating properties, net of tax |
- | - | (60 | ) | ||||||||
|
Loss from discontinued operations |
- | - | (75 | ) | ||||||||
|
Gain on sale of operating properties, net, net of tax |
93,538 | 86,785 | 125,813 | |||||||||
|
Net income |
439,671 | 386,138 | 900,143 | |||||||||
|
Net income attributable to noncontrolling interests |
(13,596 | ) | (7,288 | ) | (6,028 | ) | ||||||
|
Net income attributable to the Company |
426,075 | 378,850 | 894,115 | |||||||||
|
Preferred stock redemption charge |
(7,014 | ) | - | (5,816 | ) | |||||||
|
Preferred dividends |
(46,600 | ) | (46,220 | ) | (57,084 | ) | ||||||
|
Net income available to the Company's common shareholders |
$ | 372,461 | $ | 332,630 | $ | 831,215 | ||||||
|
Per common share: |
||||||||||||
|
Income from continuing operations: |
||||||||||||
|
-Basic |
$ | 0.87 | $ | 0.79 | $ | 2.01 | ||||||
|
-Diluted |
$ | 0.87 | $ | 0.79 | $ | 2.00 | ||||||
|
Net income available to the Company: |
||||||||||||
|
-Basic |
$ | 0.87 | $ | 0.79 | $ | 2.01 | ||||||
|
-Diluted |
$ | 0.87 | $ | 0.79 | $ | 2.00 | ||||||
|
Weighted average shares: |
||||||||||||
|
-Basic |
423,614 | 418,402 | 411,319 | |||||||||
|
-Diluted |
424,019 | 419,709 | 412,851 | |||||||||
|
Amounts available to the Company's common shareholders: |
||||||||||||
|
Income from continuing operations |
$ | 372,461 | $ | 332,630 | $ | 831,290 | ||||||
|
Loss from discontinued operations |
- | - | (75 | ) | ||||||||
|
Net income |
$ | 372,461 | $ | 332,630 | $ | 831,215 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
|
Year Ended December 31, |
||||||||||||
|
2017 |
2016 |
2015 |
||||||||||
|
Net income |
$ | 439,671 | $ | 386,138 | $ | 900,143 | ||||||
|
Other comprehensive income: |
||||||||||||
|
Change in unrealized gains/losses related to available-for-sale securities |
(1,542 | ) | 8 | (45,799 | ) | |||||||
|
Change in unrealized losses on interest rate swaps |
631 | 451 | (22 | ) | ||||||||
|
Change in foreign currency translation adjustments |
(6,335 | ) | (281 | ) | 6,287 | |||||||
|
Other comprehensive (loss)/income |
(7,246 | ) | 178 | (39,534 | ) | |||||||
|
Comprehensive income |
432,425 | 386,316 | 860,609 | |||||||||
|
Comprehensive income attributable to noncontrolling interests |
(13,596 | ) | (7,288 | ) | (6,028 | ) | ||||||
|
Comprehensive income attributable to the Company |
$ | 418,829 | $ | 379,028 | $ | 854,581 | ||||||
The accompanying notes are an integral part of these co nsolidated financial statements.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2017, 2016 and 2015
(in thousands)
| Cumulative |
Accumulated |
|||||||||||||||||||||||||||||||||||||||
|
Distributions |
Other |
Total |
||||||||||||||||||||||||||||||||||||||
|
in Excess of |
Comprehensive |
Preferred Stock |
Common Stock |
Paid-in |
Stockholders' |
Noncontrolling |
Total |
|||||||||||||||||||||||||||||||||
|
Net Income |
Income |
Issued |
Amount |
Issued |
Amount |
Capital |
Equity |
Interests |
Equity |
|||||||||||||||||||||||||||||||
|
Balance, January 1, 2015 |
$ | (1,006,578 | ) | $ | 45,122 | 102 | $ | 102 | 411,820 | $ | 4,118 | $ | 5,732,021 | $ | 4,774,785 | $ | 126,980 | $ | 4,901,765 | |||||||||||||||||||||
|
Contributions/deemed contributions from noncontrolling interests |
- | - | - | - | - | - | - | - | 66,163 | 66,163 | ||||||||||||||||||||||||||||||
|
Comprehensive income: |
||||||||||||||||||||||||||||||||||||||||
|
Net income |
894,115 | - | - | - | - | - | - | 894,115 | 6,028 | 900,143 | ||||||||||||||||||||||||||||||
|
Other comprehensive income, net of tax: |
||||||||||||||||||||||||||||||||||||||||
|
Change in unrealized gains related to available-for- sale securities |
- | (45,799 | ) | - | - | - | - | - | (45,799 | ) | - | (45,799 | ) | |||||||||||||||||||||||||||
|
Change in unrealized losses on interest rate swaps |
- | (22 | ) | - | - | - | - | - | (22 | ) | - | (22 | ) | |||||||||||||||||||||||||||
|
Change in foreign currency translation adjustments |
- | 6,287 | - | - | - | - | - | 6,287 | - | 6,287 | ||||||||||||||||||||||||||||||
|
Redeemable noncontrolling interests income |
- | - | - | - | - | - | - | - | (7,061 | ) | (7,061 | ) | ||||||||||||||||||||||||||||
|
Dividends ($0.975 per common share; $1.485 per |
||||||||||||||||||||||||||||||||||||||||
|
Class H Depositary Share, $1.5000 per |
||||||||||||||||||||||||||||||||||||||||
|
Class I Depositary Share, $1.3750 per |
||||||||||||||||||||||||||||||||||||||||
|
Class J Depositary Share, and $1.40625 per |
||||||||||||||||||||||||||||||||||||||||
|
Class K Depositary Share, respectively) |
(459,872 | ) | - | - | - | - | - | - | (459,872 | ) | - | (459,872 | ) | |||||||||||||||||||||||||||
|
Distributions to noncontrolling interests |
- | - | - | - | - | - | - | - | (8,539 | ) | (8,539 | ) | ||||||||||||||||||||||||||||
|
Issuance of common stock |
- | - | - | - | 824 | 8 | 485 | 493 | - | 493 | ||||||||||||||||||||||||||||||
|
Surrender of restricted stock |
- | - | - | - | (232 | ) | (2 | ) | (5,680 | ) | (5,682 | ) | - | (5,682 | ) | |||||||||||||||||||||||||
|
Exercise of common stock options |
- | - | - | - | 1,019 | 10 | 18,698 | 18,708 | - | 18,708 | ||||||||||||||||||||||||||||||
|
Sale of interests in investments, net of tax of $16.0 million |
- | - | - | - | - | - | 23,993 | 23,993 | - | 23,993 | ||||||||||||||||||||||||||||||
|
Acquisition of noncontrolling interests |
- | - | - | - | - | - | 262 | 262 | (47,920 | ) | (47,658 | ) | ||||||||||||||||||||||||||||
|
Amortization of equity awards |
- | - | - | - | - | - | 14,032 | 14,032 | - | 14,032 | ||||||||||||||||||||||||||||||
|
Redemption of preferred stock |
- | - | (70 | ) | (70 | ) | - | - | (174,930 | ) | (175,000 | ) | - | (175,000 | ) | |||||||||||||||||||||||||
|
Balance, December 31, 2015 |
(572,335 | ) | 5,588 | 32 | 32 | 413,431 | 4,134 | 5,608,881 | 5,046,300 | 135,651 | 5,181,951 | |||||||||||||||||||||||||||||
|
Contributions/deemed contributions from noncontrolling interests |
- | - | - | - | - | - | - | - | 16,667 | 16,667 | ||||||||||||||||||||||||||||||
|
Comprehensive income: |
||||||||||||||||||||||||||||||||||||||||
|
Net income |
378,850 | - | - | - | - | - | - | 378,850 | 7,288 | 386,138 | ||||||||||||||||||||||||||||||
|
Other comprehensive income, net of tax: |
||||||||||||||||||||||||||||||||||||||||
|
Change in unrealized gains related to available-for-s ale securities |
- | 8 | - | - | - | - | - | 8 | - | 8 | ||||||||||||||||||||||||||||||
|
Change in unrealized losses on interest rate swaps |
- | 451 | - | - | - | - | - | 451 | - | 451 | ||||||||||||||||||||||||||||||
|
Change in foreign currency translation adjustments |
- | (281 | ) | - | - | - | - | - | (281 | ) | - | (281 | ) | |||||||||||||||||||||||||||
|
Redeemable noncontrolling interests income |
- | - | - | - | - | - | - | - | (4,349 | ) | (4,349 | ) | ||||||||||||||||||||||||||||
|
Dividends ($1.035 per common share; $1.5000 per |
||||||||||||||||||||||||||||||||||||||||
|
Class I Depositary Share, $1.3750 per |
||||||||||||||||||||||||||||||||||||||||
|
Class J Depositary Share, and $1.40625 per |
||||||||||||||||||||||||||||||||||||||||
|
Class K Depositary Share, respectively) |
(483,382 | ) | - | - | - | - | - | - | (483,382 | ) | - | (483,382 | ) | |||||||||||||||||||||||||||
|
Distributions to noncontrolling interests |
- | - | - | - | - | - | - | - | (8,522 | ) | (8,522 | ) | ||||||||||||||||||||||||||||
|
Issuance of common stock |
- | - | - | - | 10,711 | 107 | 286,314 | 286,421 | - | 286,421 | ||||||||||||||||||||||||||||||
|
Surrender of restricted stock |
- | - | - | - | (276 | ) | (3 | ) | (7,005 | ) | (7,008 | ) | - | (7,008 | ) | |||||||||||||||||||||||||
|
Exercise of common stock options |
- | - | - | - | 1,168 | 12 | 21,048 | 21,060 | - | 21,060 | ||||||||||||||||||||||||||||||
|
Amortization of equity awards |
- | - | - | - | - | - | 13,720 | 13,720 | - | 13,720 | ||||||||||||||||||||||||||||||
|
Balance, December 31, 2016 |
(676,867 | ) | 5,766 | 32 | 32 | 425,034 | 4,250 | 5,922,958 | 5,256,139 | 146,735 | 5,402,874 | |||||||||||||||||||||||||||||
|
Contributions/deemed contributions from noncontrolling interests |
- | - | - | - | - | - | - | - | 48,877 | 48,877 | ||||||||||||||||||||||||||||||
|
Comprehensive income: |
||||||||||||||||||||||||||||||||||||||||
|
Net income |
426,075 | - | - | - | - | - | - | 426,075 | 13,596 | 439,671 | ||||||||||||||||||||||||||||||
|
Other comprehensive income, net of tax: |
||||||||||||||||||||||||||||||||||||||||
|
Change in unrealized gains/losses related to a vailable-for-sale securities |
- | (1,542 | ) | - | - | - | - | - | (1,542 | ) | - | (1,542 | ) | |||||||||||||||||||||||||||
|
Change in unrealized losses on interest rate swaps |
- | 631 | - | - | - | - | - | 631 | - | 631 | ||||||||||||||||||||||||||||||
|
Change in foreign currency translation adjustments |
- | (6,335 | ) | - | - | - | - | - | (6,335 | ) | - | (6,335 | ) | |||||||||||||||||||||||||||
|
Redeemable noncontrolling interests income |
- | - | - | - | - | - | - | - | (1,297 | ) | (1,29 7 | ) | ||||||||||||||||||||||||||||
|
Dividend s ($1.09 per common share; $1.5000 per |
||||||||||||||||||||||||||||||||||||||||
|
Class I Depositary Share, $0.9625 per |
||||||||||||||||||||||||||||||||||||||||
|
Class I Depositary Share Redeemed, $1.3750 per |
||||||||||||||||||||||||||||||||||||||||
|
Class J Depositary Share, $1.40625 per |
||||||||||||||||||||||||||||||||||||||||
|
Class K Depositary Share, $0.48047 per |
||||||||||||||||||||||||||||||||||||||||
|
Class L Depositary Share, and $0.0401 per |
||||||||||||||||||||||||||||||||||||||||
|
Class M Depositary Share, respectively) |
(510,545 | ) | - | - | - | - | - | - | (510,545 | ) | - | (510,545 | ) | |||||||||||||||||||||||||||
|
Distributions to noncontrolling interests |
- | - | - | - | - | - | - | - | (13,995 | ) | (13,995 | ) | ||||||||||||||||||||||||||||
|
Issuance of common stock |
- | - | - | - | 776 | 8 | (8 | ) | - | - | - | |||||||||||||||||||||||||||||
|
Issuance of preferred stock |
- | - | 18 | 18 | - | - | 439,401 | 439,419 | - | 439,419 | ||||||||||||||||||||||||||||||
|
Surrender of restricted stock |
- | - | - | - | (248 | ) | (2 | ) | (5,697 | ) | (5,699 | ) | - | (5,699 | ) | |||||||||||||||||||||||||
|
Exercise of common stock options |
- | - | - | - | 84 | - | 1,526 | 1,526 | - | 1,526 | ||||||||||||||||||||||||||||||
|
Amortization of equity awards |
- | - | - | - | - | - | 18,983 | 18,983 | - | 18,983 | ||||||||||||||||||||||||||||||
|
Redemption of preferred stock |
- | - | (9 | ) | (9 | ) | - | - | (224,991 | ) | (225,000 | ) | - | (225,000 | ) | |||||||||||||||||||||||||
|
Redemption/conversion of noncontrolling interests |
- | - | - | - | - | - | 592 | 592 | (66,013 | ) | (65,421 | ) | ||||||||||||||||||||||||||||
|
Balance, December 31, 2017 |
$ | (761,337 | ) | $ | (1,480 | ) | 41 | $ | 41 | 425,646 | $ | 4,256 | $ | 6,152,764 | $ | 5,394,244 | $ | 127,903 | $ | 5,522,14 7 | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
Year Ended December 31, |
||||||||||||
|
2017 |
2016 |
2015 |
||||||||||
|
Cash flow from operating activities: |
||||||||||||
|
Net income |
$ | 439,671 | $ | 386,138 | $ | 900,143 | ||||||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
|
Depreciation and amortization |
360,811 | 355,320 | 344,527 | |||||||||
|
Impairment charges |
67,331 | 93,266 | 45,464 | |||||||||
|
Deferred taxes |
807 | 55,068 | 4,498 | |||||||||
|
Early extinguishment of debt charges |
1,753 | 45,674 | - | |||||||||
|
Equity award expense |
21,563 | 19,071 | 18,465 | |||||||||
|
Gain on sale of operating properties, net, net of tax |
(93,538 | ) | (92,823 | ) | (132,907 | ) | ||||||
|
Gain on sale of marketable securities |
- | - | (39,852 | ) | ||||||||
|
Gain on change in control of interests |
(71,160 | ) | (57,386 | ) | (149,234 | ) | ||||||
|
Equity in income of joint ventures, net |
(60,763 | ) | (218,714 | ) | (480,395 | ) | ||||||
|
Equity in income from other real estate investments, net |
(67,001 | ) | (27,773 | ) | (36,090 | ) | ||||||
|
Distributions from joint ventures and other real estate investments |
58,189 | 90,589 | 126,263 | |||||||||
|
Change in accounts and notes receivable |
(7,934 | ) | (6,571 | ) | (2,867 | ) | ||||||
|
Change in accounts payable and accrued expenses |
4,417 | (7,886 | ) | 164 | ||||||||
|
Change in Canadian withholding tax receivable |
12,996 | 23,571 | (37,040 | ) | ||||||||
|
Change in other operating assets and liabilities |
(52,961 | ) | (65,448 | ) | (67,438 | ) | ||||||
|
Net cash flow provided by operating activities |
614,181 | 592,096 | 493,701 | |||||||||
|
Cash flow from investing activities: |
||||||||||||
|
Acquisition of operating real estate and other related net assets |
(153,854 | ) | (203,190 | ) | (661,423 | ) | ||||||
|
Improvements to operating real estate |
(206,800 | ) | (143,489 | ) | (166,670 | ) | ||||||
|
Acquisition of real estate under development |
(10,010 | ) | (51,588 | ) | (16,355 | ) | ||||||
|
Improvements to real estate under development |
(160,257 | ) | (72,759 | ) | (16,861 | ) | ||||||
|
Investment in marketable securities |
(9,822 | ) | (2,466 | ) | (257 | ) | ||||||
|
Proceeds from sale/repayments of marketable securities |
3,146 | 1,937 | 76,170 | |||||||||
|
Investments in and advances to real estate joint ventures |
(35,291 | ) | (86,453 | ) | (91,609 | ) | ||||||
|
Reimbursements of investments and advances to real estate joint ventures |
55,839 | 71,656 | 94,053 | |||||||||
|
Distributions from liquidation of real estate joint ventures |
- | 138,475 | 373,833 | |||||||||
|
Return of investment from liquidation of real estate joint ventures |
- | 191,902 | 88,672 | |||||||||
|
Investment in other real estate investments |
(666 | ) | (233 | ) | (641 | ) | ||||||
|
Reimbursements of investments and advances to other real estate investments |
40,709 | 11,019 | 40,556 | |||||||||
|
Collection of mortgage loans receivable |
1,405 | 921 | 55,145 | |||||||||
|
Investment in other investments |
- | - | (190,278 | ) | ||||||||
|
Reimbursements of other investments |
- | 500 | - | |||||||||
|
Proceeds from sale of operating properties |
181,321 | 304,600 | 437,030 | |||||||||
|
Proceeds from sale of development properties |
- | 4,551 | - | |||||||||
|
Net cash flow (used for)/provided by investing activities |
(294,280 | ) | 165,383 | 21,365 | ||||||||
|
Cash flow from financing activities: |
||||||||||||
|
Principal payments on debt, excluding normal amortization of rental property debt |
(687,117 | ) | (700,853 | ) | (555,627 | ) | ||||||
|
Principal payments on rental property debt |
(15,186 | ) | (19,039 | ) | (28,632 | ) | ||||||
|
Proceeds from mortgage loan financings |
206,000 | - | - | |||||||||
|
(Repayments)/proceeds under the unsecured revolving credit facility, net |
(17,143 | ) | 26,445 | (100,000 | ) | |||||||
|
Proceeds from issuance of unsecured term loan/notes |
1,250,000 | 1,400,000 | 1,500,030 | |||||||||
|
Repayments under unsecured term loan/notes |
(550,000 | ) | (1,261,850 | ) | (750,000 | ) | ||||||
|
Financing origination costs |
(23,305 | ) | (25,679 | ) | (19,017 | ) | ||||||
|
Payment of early extinguishment of debt charges |
(2,631 | ) | (45,674 | ) | - | |||||||
|
Change in tenants' security deposits |
911 | 1,367 | 2,116 | |||||||||
|
Contributions from noncontrolling interests |
1,422 | - | 106,154 | |||||||||
|
Conversion/distribution of noncontrolling interests |
(96,599 | ) | (12,594 | ) | (55,753 | ) | ||||||
|
Dividends paid |
(506,172 | ) | (474,045 | ) | (455,833 | ) | ||||||
|
Proceeds from issuance of stock, net |
440,946 | 307,395 | 18,708 | |||||||||
|
Redemption of preferred stock |
(225,000 | ) | - | (175,000 | ) | |||||||
|
Net cash flow used for financing activities |
(223,874 | ) | (804,527 | ) | (512,854 | ) | ||||||
|
Net change in cash and cash equivalents |
96,027 | (47,048 | ) | 2,212 | ||||||||
|
Cash and cash equivalents, beginning of year |
142,486 | 189,534 | 187,322 | |||||||||
|
Cash and cash equivalents, end of year |
$ | 238,513 | $ | 142,486 | $ | 189,534 | ||||||
|
Interest paid during the year (net of capitalized interest of $14,480, $9,247 and $5,618, respectively) |
$ | 192,155 | $ | 252,482 | $ | 232,950 | ||||||
|
Income taxes (received)/paid during the year (net of refunds received of $16,118, $113,934 and $0, respectively) |
$ | (14,456 | ) | $ | 6,090 | $ | 100,366 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts relating to the number of buildings, square footage, tenant and occupancy data, joint venture debt average interest rates and terms and estimated project costs are unaudited.
| 1. | Summary of Significant Accounting Policies : |
Business and Organization
Kimco Realty Corporation and its subsidiaries (the "Company" or "Kimco"), operate as a Real Estate Investment Trust (“REIT”) and are engaged principally in the ownership, management, development and operation of open-air shopping centers, which are anchored generally by grocery stores, discount department stores or drugstores. Additionally, the Company provides complementary services that capitalize on the Company’s established retail real estate expertise. The Company evaluates performance on a property specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP").
The Company has elected to be taxed as a REIT for federal income tax purposes under the Internal Revenue Code, as amended (the "Code"). The Company is organized and operates in a manner that enables it to qualify as a REIT under the Code.
Basis of Presentation
The accompanying Consolidated Financial Statements include the accounts of the Company . The Company’s subsidiaries include subsidiaries which are wholly-owned or 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”) 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.
Use of Estimates
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, 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 (see Footnotes 8 and 16 of the Notes to Consolidated Financial Statements).
Real Estate
Real estate assets are stated at cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above -market and below-market leases, in-place leases and tenant relationships, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on a market 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. Effective January 1, 2017, the Company early adopted Accounting Standard Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, including its interim periods within the year, and applied the guidance to its asset acquisitions of operating properties, including the capitalization of acquisition costs, which was previously expensed prior to the adoption of this standard.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market lease renewal options, to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions (i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated remaining term of the lease. The capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the respective leases, which includes the expected renewal option period for below-market leases. Mortgage debt discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument.
In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based on current market demand. The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
|
Buildings and building improvements (in years) |
15 | to |
50 |
|
|
Fixtures, leasehold and tenant improvements (including certain identified intangible assets) |
Terms of leases or useful lives, whichever is shorter |
|||
The Company periodically assesses the useful lives of its depreciable real estate assets , including those expected to be redeveloped in future periods, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized. The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.
When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates the fair value. If the fair value 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, less estimated costs of sale and the asset is classified as other assets.
On a continuous basis, management assesses whether there are any indicators, including property operating performance , changes in anticipated holding period and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged) of the property over its remaining hold period is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.
Real Estate Under Development
Real estate under development represents the development of open-air shopping center projects, which may include residential and mixed-use components, that the Company plans to hold as long-term investments. These properties are carried at cost. The cost of land and buildings under development includes specifically identifiable costs. Capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, insurance, legal costs, 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 and placed into service. This usually occurs upon substantial completion of all costs necessary to bring the property to the condition needed for its intended use, but no later than one year from the completion of major construction activity. However, the Company may continue to capitalize costs even though a project is substantially completed if construction is still ongoing at the site. If, in management’s opinion, the current and projected undiscounted cash flows of these assets to be held as long-term investments is less than the net carrying value plus estimated costs to complete the development, the carrying value would be adjusted to an amount that reflects the estimated fair value of the property.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not control these entities. These investments are recorded initially at cost and subsequently adjusted for cash contributions , distributions and our share of earnings and losses. Earnings or losses 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 open-air shopping center properties, consistent with its core business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses primarily to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk. The Company, on a limited selective basis, has obtained unsecured financing for certain joint ventures. These unsecured financings may be 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. As of December 31, 2017, the Company did not guaranty any unsecured joint venture debt.
To recognize the character of distributions from equity investees within its consolidated statements of cash flows, all distributions received are presumed to be returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed its cumulative equity in earnings recognized by the investor (as adjusted for amortization of basis differences). When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and classified as cash inflows from investing.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company ’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
The Company ’s estimated fair values are based upon a discounted cash flow model for each joint venture that includes all estimated cash inflows and outflows over a specified holding period. 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.
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.
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 investment that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.
Mortgages and Other Financing Receivables
Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Borrowers of these loans are primarily experienced owners, operators or developers of commercial real estate. The Company ’s loans are primarily mortgage loans that are collateralized by real estate. Mortgages and other financing 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. On a quarterly basis, the Company reviews credit quality indicators such as (i) payment status to identify performing versus non-performing loans, (ii) changes affecting the underlying real estate collateral and (iii) national and regional economic factors.
Interest income on performing loans is accrued as earned. A non-performing loan is placed on non-accrual status when it is probable that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or more past due are placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and interest. Upon the designation of non-accrual status, all unpaid accrued interest is reserved and charged against current income. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on non-performing loans on an accrual basis is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.
The Company has determined that it has one portfolio segment, primarily represented by loans collateralized by real estate, whereby it determines, as needed, reserves for loan losses on an asset-specific basis. The reserve for loan losses reflects management's estimate of loan losses as of the balance sheet date. The reserve is increased through loan loss expense and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased.
The Company considers a loan to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due under the existing contractual terms. A reserve allowance is established for an impaired loan when the estimated fair value of the underlying collateral (for collateralized loans) or the present value of expected future cash flows is lower than the carrying value of the loan. An internal valuation is performed generally using the income approach to estimate the fair value of the collateral at the time a loan is determined to be impaired. The model is updated if circumstances indicate a significant change in value has occurred. The Company does not provide for an additional allowance for loan losses based on the grouping of loans as the Company believes the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company ’s loans are evaluated individually for impairment purposes.
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured up to applicable account limits. Recoverability of investments is dependent upon the performance of the issuers.
Marketable Securities
The Company classifies its marketable equity securities as available-for-sale in accordance with the FASB ’s Investments-Debt and Equity Securities guidance. These securities are carried at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated other comprehensive income ("AOCI"). Effective January 1, 2018, in accordance with the adoption of ASU 2016-01, Financial Instruments —Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, the Company will recognize changes in fair value of equity investments with readily determinable fair values in net income. Gains or losses on securities sold are based on the specific identification method and are recognized in Interest, dividends and other investment income on the Company’s Consolidated Statements of Income.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
All debt securities are generally classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity . It is more likely than not that the Company will not be required to sell the debt security before its anticipated recovery and the Company expects to recover the security’s entire amortized cost basis even if the entity does not intend to sell. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Debt securities which contain conversion features generally are classified as available-for-sale.
On a continuous basis, management assesses whether there are any indicators that the value of the Company ’s marketable securities may be impaired, which includes reviewing the underlying cause of any decline in value and the estimated recovery period, as well as the severity and duration of the decline. In the Company’s evaluation, the Company considers its ability and intent to hold these investments for a reasonable period of time sufficient for the Company to recover its cost basis. A marketable security is impaired if the fair value of the security is less than the carrying value of the security and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the security over the estimated fair value in the security.
Deferred Leasing Costs
Costs incurred in obtaining tenant leases, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized on a straight-line basis, over the terms of the related leases, as applicable. Such capitalized costs include salaries, lease incentives and related costs of personnel directly involved in successful leasing efforts. Deferred leasing costs are classified as operating activities on the Company’s Consolidated Statements of Cash Flows.
Software Development Costs
Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-line basis generally over a three to five-year period. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of payroll costs that can be capitalized with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. As of December 31, 2017 and 2016, the Company had unamortized software development costs of $6.2 million and $10.2 million, respectively, which is included in Other assets on the Company’s Consolidated Balance Sheets. The Company expensed $4.6 million, $8.0 million and $10.7 million in amortization of software development costs during the years ended December 31, 2017, 2016 and 2015, respectively.
Deferred Financing Costs
Costs incurred in obtaining long-term financing, included in Notes payable, net and Mortgages payable, net 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 debt agreements, as applicable.
Revenue , Gain Recognition and Accounts Receivable
Base rental revenues from rental propert ies 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.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Gains and losses from the sale of depreciated operating property and real estate under development projects are 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 uncollectable accounts receivables related to base rents, straight-line rent, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. The Company’s reported net earnings are directly affected by management’s estimate of the collectability of accounts receivable.
Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $9.2 million and $12.3 million of billed accounts receivable at December 31, 2017 and 2016, respectively. Additionally, Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $7.9 million and $11.9 million of straight-line rent receivable at December 31, 2017 and 2016, respectively.
Income Taxes
The Company elected status as a REIT for federal income tax purposes beginning in its taxable year January 1, 1992 and operates in a manner that enables the Company to qualify and maintain its status as a REIT . 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. Most states, where the Company holds investments in real estate, conform to the federal rules recognizing REITs.
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 REIT, so long as these activities are conducted in entities which elect to be treated as taxable REIT subsidiaries (“TRS”) under the Code, subject to certain limitations. Certain subsidiaries of the Company have made a joint election with the Company to be treated as TRSs. A TRS is subject to federal and state income taxes on its income, and the Company includes a provision for taxes in its consolidated financial statements. As such, the Company, through its wholly-owned TRS, has been engaged in various retail real estate related opportunities including retail real estate management and disposition services which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers. The Company may consider other investments through its TRS should suitable opportunities arise. The Company is subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and not in the Company’s taxable REIT subsidiaries. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.
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.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
Foreign Currency Translation and Transactions
Assets and liabilities of the Company ’s foreign operations, where it has been determined that the local currency is the functional currency, are translated using year-end exchange rates, and revenues and expenses are translated using exchange rates as determined throughout the year. Gains or losses resulting from translation are included in AOCI, as a separate component of the Company’s stockholders’ equity. Gains or losses resulting from foreign currency transactions are translated to local currency at the rates of exchange prevailing at the dates of the transactions. The effect of the transaction’s gain or loss is included in the caption Other (expense)/income, net in the Consolidated Statements of Income. The Company is required to release cumulative translation adjustment (“CTA”) balances into earnings when the Company has substantially liquidated its investment in a foreign entity. As of December 31, 2017, the Company has exited South America and substantially liquidated its investments in Mexico and Canada.
Derivative/Financial Instruments
The Company is exposed to certain risk s arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risk through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company may use derivatives to manage exposures that arise from changes in interest rates, foreign currency exchange rate fluctuations and market value fluctuations of equity securities. The Company limits these risks by following established risk management policies and procedures including the use of derivatives.
The Company measures its derivative instruments at fair value and records them in the Consolidated Balance Sheet as an asset or liability, depending on the Company ’s rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of the derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting under the Derivatives and Hedging guidance issued by the FASB.
The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During 2017, 2016 and 2015, the Company had no hedge ineffectiveness.
Noncontrolling Interests
The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company ’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 a conditional obligation requiring the Company to redeem the units for cash after a specified or determinable date (or dates) or upon the occurrence of an event that is not solely within the control of the issuer are determined to be contingently redeemable under this guidance and are included as Redeemable noncontrolling interest and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or common stock are included in the caption Noncontrolling interest within the equity section on the Company’s Consolidated Balance Sheets.
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 stock options and restricted stock grants. Effective May 1, 2012, the 2010 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified stock options 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, stock 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, four and five years or (iii) over ten years at 20% per year commencing after the fifth year. Performance share awards, which vest over a period of one to three years, may provide a right to receive shares of the Company’s common stock or 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 stock options and restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permit such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.
The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees, be recognized in the Statement of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date (see Footnote 20 of the Notes to Consolidated Financial Statements for additional disclosure on the assumptions and methodology).
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
New Accounting Pronouncements
The following table represents ASUs to the FASB ’s Accounting Standards Codification (“ASC”) that, as of the year ended December 31, 2017, are not yet effective for the Company and for which the Company has not elected early adoption, where permitted:
|
ASU |
Description |
Effective Date |
Effect on the financial statements or other significant matters |
|||||||
|
ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting |
The amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The new guidance will be applied prospectively to awards modified on or after the adoption date.
|
January 1, 2018; Early adoption permitted |
The adoption is not expected to have a material effect on the Company ’s financial position and/or results of operations. |
|||||||
|
ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (“Subtopic 610-20”): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets |
The amendment clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset and defines the term in substance nonfinancial asset. ASU 2017-05 also clarifies that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. Subtopic 610-20, which was issued in May 2014 as part of ASU 2014-09, discussed below, provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity is required to apply the amendments in ASU 2017-05 at the same time it applies the amendments in ASU 2014-09 discussed below. An entity may elect to apply the amendments in ASU 2017-05 either retrospectively to each period presented in the financial statements in accordance with the guidance on accounting changes in ASC Topic 250, Accounting Changes and Error Corrections, paragraphs 10-45-5 through 10-45-10 (i.e. the retrospective approach) or retrospectively with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption (i.e. the modified retrospective approach). An entity may elect to apply all of the amendments in ASU 2017-05 and ASU 2014-09 using the same transition method, or alternatively may elect to use different transition methods. |
January 1, 2018; Early adoption is permitted if adopted with ASU 2014-09 |
The Company will adopt the provisions of Subtopic 610-20 in the first quarter of fiscal 2018, using the modified retrospective approach. Upon adoption, the Company will appropriately apply the guidance to prospective disposals of nonfinancial assets within the scope of Subtopic 610-20. |
|||||||
|
ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
The new guidance introduces a new model for estimating credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity ’s assumptions, models, and methods for estimating the allowance for losses.
|
January 1, 2020; Early adoption permitted |
The Company is still assessing the impact on its financial position and/or results of operations. |
|
ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations
ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying performance obligations and licensing
ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-scope improvements and practical expedients |
ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. ASU 2014-09 was anticipated to be effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption was not permitted.
In August 2015, the FASB issued ASU 2015-14, which delayed the effective date of ASU 2014-09 by one year making it effective for the first interim period within annual reporting periods beginning after December 15, 2017.
Subsequently, in March 2016, the FASB issued ASU 2016-08, which further clarifies the implementation guidance on principal versus agent considerations, and in April 2016, the FASB issued ASU 2016-10, an update on identifying performance obligations and accounting for licenses of intellectual property.
Additionally, in May 2016, the FASB issued ASU 2016-12, which includes amendments for enhanced clarification of the guidance. Early adoption is permitted as of the original effective date. |
January 1, 2018; Early adoption permitted as of original effective date, which was January 1, 2017 |
The Company ’s revenue-producing contracts are primarily leases that are not within the scope of this standard, except for the lease component relating to common area maintenance (“CAM”) reimbursement revenue, which will be within the scope of this standard upon the effective date of ASU 2016-02, Leases (Topic 842) discussed below.
The revenues which will be within the scope of this standard include other ancillary income earned through the Company ’s operating properties as well as fees for services performed at various unconsolidated joint ventures which the Company manages. These fees primarily include property and asset management fees, leasing fees, development fees and property acquisition/disposition fees. These revenues represented approximately 3% of the Company’s consolidated revenue for both the years ended December 31, 2017 and 2016. The Company believes the timing of recognition and amount of these revenues will be generally consistent with the current recognition and measurement.
The Company plans to adopt this standard effective January 1, 2018, using the modified retrospective approach, which requires a cumulative effect adjustment, if any, as of the date of adoption. The Company has determined that the adoption of this standard will not require any material adjustments to the consolidated financial statements but will result in additional disclosures related to disaggregation of revenue streams beginning in the first quarter of 2018.
|
|
ASU 2016-02, Leases (Topic 842) |
This ASU sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). |
January 1, 2019; Early adoption permitted |
The Company continues to evaluate the effect the adoption will have on the Company ’s financial position and/or results of operations. However, the Company currently believes that the adoption will not have a material impact for operating leases where it is a lessor and will continue to record revenues from rental properties for its operating leases on a straight-line basis. However, for leases where the Company is a lessee, primarily for the Company’s ground leases and administrative office leases, the Company will be required to record a lease liability and a right of use asset on its Consolidated Balance Sheets at fair value upon adoption. In addition, direct internal leasing costs will continue to be capitalized, however, indirect internal leasing costs previously capitalized will be expensed. Within the terms of the Company’s leases where the Company is the lessor, the Company is entitled to receive reimbursement amounts from tenants for operating expenses such as real estate taxes, insurance and other CAM. Upon adoption of this ASU, CAM reimbursement revenue will be accounted for in accordance with ASU 2016-12 Revenue from Contracts with Customers (Topic 606). The Company continues to evaluate the effect the adoption will have on this source of revenue. However, the Company currently does not believe the adoption will significantly affect the timing of the recognition of the Company’s CAM reimbursement revenue.
|
|
ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities |
The amendment addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the following: (i) Requires equity investments (excluding those investments accounted for under the equity method of accounting or those that result in consolidation of the investee) with readily determinable fair values to be measured at fair value with the changes in fair value recognized in net income; however, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. (ii) Simplifies the impairment assessment of those equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment (iii) Eliminates the disclosure of the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost and changes the fair value calculation for those investments (iv) Changes the disclosure in other comprehensive income for financial liabilities that are measured at fair value in accordance with the fair value options for financial instruments (v) Clarifies that a deferred asset related to available-for-sale securities should be included in an entity's evaluation for a valuation allowance. |
January 1, 201 8; Early adoption permitted for certain disclosure requirements |
Currently, changes in fair value of these equity investments with readily determinable fair values are recognized in AOCI. This ASU states that these changes will be recognized in net income. The Company anticipates the implementation of this guidance will affect how changes in the fair value of available-for-sale marketable securities are presented in the Company’s consolidated financial statements. In addition, the Company will record a cumulative-effect adjustment to beginning retained earnings in the year of adoption (effective as of January 1, 2018) to reclassify unrealized gains and losses previously reported in AOCI for available-for-sale marketable securities. As of December 31, 2017, the Company had unrealized losses related to its available-for-sale marketable securities of $1.1 million.
|
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following ASU s to the FASB’s ASC have been adopted by the Company during the year ended December 31, 2017 :
|
ASU |
Description |
Adoption Date |
Effect on the financial statements or other significant matters |
||||||||
|
ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business |
The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. |
January 1, 2017; Elected early adoption |
The Company ’s operating property acquisitions during 2017 qualified for asset acquisition treatment under ASC 360, Property, Plant, and Equipment, rather than business combination treatment under ASC 805 Business Combinations, and resulted in the capitalization of asset acquisition costs rather than directly expensing these costs.
|
||||||||
|
ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
|
The update simplifies several aspects of accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. |
January 1, 2017 |
The adoption did not have a material effect on the Company ’s financial position and/or results of operations. |
| 2. | Real Estate : |
The Company ’s components of Rental property consist of the following (in thousands):
|
December 31, |
||||||||
|
201 7 |
201 6 |
|||||||
|
Land |
$ | 2,971,020 | $ | 2,786,255 | ||||
|
Undeveloped land |
48,264 | 58,931 | ||||||
|
Buildings and improvements: |
||||||||
|
Buildings |
6,047,413 | 5,790,681 | ||||||
|
Building improvements |
1,653,581 | 1,562,439 | ||||||
|
Tenant improvements |
753,501 | 733,993 | ||||||
|
Fixtures and leasehold improvements |
45,795 | 47,199 | ||||||
|
Above -market leases |
153,484 | 150,207 | ||||||
|
In- place leases and tenant relationships |
577,870 | 543,342 | ||||||
| 12,250,928 | 11,673,047 | |||||||
|
Accumulated depreciation and amortization (1) |
(2,433,053 | ) | (2,278,292 | ) | ||||
|
Total |
$ | 9,817,875 | $ | 9,394,755 | ||||
|
(1) |
At December 31, 2017 and 2016, the Company had accumulated amortization relating to in-place leases, tenant relationships and above-market leases aggregating $459,211 and $409,062, respectively. |
In addition, at December 31, 2017 and 2016, the Company had intangible liabilities relating to below-market leases from property acquisitions of $329.3 million and $292.6 million, respectively, net of accumulated amortization of $184.5 million and $193.9 million, respectively. These amounts are included in the caption Other liabilities on the Company’s Consolidated Balance Sheets.
The Company ’s amortization associated with above-market and below-market leases for the years ended December 31, 2017, 2016 and 2015, resulted in net increases to revenue of $15.5 million, $21.4 million and $18.5 million, respectively. The Company’s amortization expense associated with in-place leases and tenant relationships, which is included in depreciation and amortization, for the years ended December 31, 2017, 2016 and 2015 was $62.7 million, $66.6 million and $68.3 million, respectively.
The estimated net amortization income/(expense) associated with the Company’s above-market and below-market leases, tenant relationships and in-place leases for the next five years are as follows (in millions):
|
2018 |
2019 |
2020 |
202 1 |
202 2 |
||||||||||||||||
|
Above -market and below-market leases amortization, net |
$ | 13.2 | $ | 14.0 | $ | 14.1 | $ | 14.3 | $ | 13.4 | ||||||||||
|
In-place leases and t enant relationships amortization |
$ | (43.7 | ) | $ | (34.6 | ) | $ | (26.5 | ) | $ | (20.7 | ) | $ | (15.9 | ) | |||||
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| 3. | Property Acquisitions, Developments and Other Investments : |
Acquisition/Consolidation of Operating Properties
During the year ended December 31, 2017, the Company acquired the following operating properties, in separate transactions, through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests or obtaining control through the modification of a joint venture investment:
|
Purchase Price (in thousands) |
||||||||||||||||||||||||
|
Property Name |
Location |
Month Acquired / Consolidated |
Cash* |
Debt |
Other Consideration** |
Total |
GLA*** |
|||||||||||||||||
|
Plantation Commons |
Plantation, FL (1) (3) |
Jan-17 |
$ | - | $ | - | $ | 12,300 | $ | 12,300 | 60 | |||||||||||||
|
Gordon Plaza |
Woodbridge, VA (1) (3) |
Jan-17 |
- | - | 3,100 | 3,100 | 184 | |||||||||||||||||
|
Plaza del Prado |
Glenview, IL |
Jan-17 |
39,063 | - | - | 39,063 | 142 | |||||||||||||||||
|
Columbia Crossing Parcel |
Columbia Crossing, MD |
Jan-17 |
5,100 | - | - | 5,100 | 25 | |||||||||||||||||
|
The District at Tustin Legacy |
Tustin, CA (2) (3) |
Apr-17 |
- | 206,000 | 98,698 | 304,698 | 688 | |||||||||||||||||
|
Jantzen Beach Center |
Portland, OR |
Jul-17 |
131,927 | - | - | 131,927 | 722 | |||||||||||||||||
|
Del Monte Plaza Parcel |
Reno, NV |
Jul-17 |
24,152 | - | - | 24,152 | 83 | |||||||||||||||||
|
Gateway Station Phase II |
Burleson, TX |
Aug-17 |
15,355 | - | - | 15,355 | 79 | |||||||||||||||||
|
Jantzen Beach Center Parcel |
Portland, OR |
Sep-17 |
6,279 | - | - | 6,279 | 25 | |||||||||||||||||
|
Webster Square Outparcel |
Nashua, NH |
Sep-17 |
4,985 | - | - | 4,985 | 22 | |||||||||||||||||
|
Whittwood Town Center |
Whittier, CA |
Oct-17 |
80,397 | 43,000 | - | 123,397 | 783 | |||||||||||||||||
|
123 Coulter Avenue Parcel |
Ardmore, PA |
Oct-17 |
4,808 | - | - | 4,808 | 1 | |||||||||||||||||
|
Fulton Marketplace Parcel |
Santa Rosa, CA |
Nov-17 |
13,162 | - | - | 13,162 | 61 | |||||||||||||||||
| $ | 325,228 | $ | 249,000 | $ | 114,098 | $ | 688,326 | 2,875 | ||||||||||||||||
* The Company utilized an aggregate $162.4 million associated with Internal Revenue Code §1031 sales proceeds.
** Includes the Company ’s previously held equity interest investment.
*** Gross leasable area ("GLA")
|
(1) |
The Company acquired from its partners, their ownership interest in properties that were held in joint ventures in which the Company had noncontrolling interests. The Company now has a controlling interest in these properties and has deemed these entities to be VIEs for which the Company is the primary beneficiary and now consolidates these assets. |
|
(2) |
Effective April 1, 2017, the Company and its partner amended its joint venture agreement relating to the Company ’s investment in this property. As a result of this amendment, the Company now controls the entity and consolidates the property. This entity is deemed to be a VIE for which the Company is the primary beneficiary. |
|
(3) |
The Company evaluated these transactions pursuant to the FASB ’s Consolidation guidance and as a result, recognized gains on change in control of interests resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are included in the purchase price above in Other Consideration. The Company’s current ownership interests and gains on change in control of interests recognized as a result of these transactions are as follows (in thousands): |
|
Property Name |
Previous Ownership Interest |
Gain on change in control of interests |
||||||
|
Plantation Commons |
76.25 | % | $ | 9,793 | ||||
|
Gordon Plaza |
40.62 | % | 395 | |||||
|
The District at Tustin Legacy |
|
(a) | 60,972 | |||||
| $ | 71,160 | |||||||
|
(a) |
The Company ’s share of this investment is subject to change and is based upon a cash flow waterfall provision within the partnership agreement (54.27% as of date of consolidation). |
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During the year ended December 31, 201 6, the Company acquired the following operating properties, in separate transactions:
|
Purchase Price (in thousands) |
||||||||||||||||||||||||
|
Property Name |
Location |
Month Acquired |
Cash* |
Debt |
Other Consideration ** |
Total |
GLA |
|||||||||||||||||
|
Jericho Atrium |
Jericho, NY |
Apr-16 |
$ | 29,750 | $ | - | $ | - | $ | 29,750 | 147 | |||||||||||||
|
Oakwood Plaza |
Hollywood, FL (1) |
Apr-16 |
53,412 | 100,000 | 61,588 | 215,000 | 899 | |||||||||||||||||
|
Webster Square North |
Nashua, NH |
Jul-16 |
8,200 | - | - | 8,200 | 21 | |||||||||||||||||
|
Gateway Plaza |
Mill Creek, WA (1) |
Jul-16 |
493 | 17,500 | - | 17,993 | 97 | |||||||||||||||||
|
Kentlands Market Square |
Gaithersburg, MD |
Aug-16 |
61,826 | 33,174 | - | 95,000 | 221 | |||||||||||||||||
|
GEPT Portfolio (4 properties) |
Various (1) |
Sep-16 |
79,974 | 76,989 | 10,882 | 167,845 | 681 | |||||||||||||||||
|
Coulter Avenue (2 parcels) |
Ardmore, PA |
Various |
6,750 | - | - | 6,750 | 20 | |||||||||||||||||
|
KimPru Portfolio (2 properties) |
Various (1) |
Oct-16 |
15,505 | 35,700 | 3,218 | 54,423 | 234 | |||||||||||||||||
|
Hamden Mart |
Hamden, CT (1) |
Nov-16 |
- | 21,369 | 29,294 | 50,663 | 345 | |||||||||||||||||
| $ | 255,910 | $ | 284,732 | $ | 104,982 | $ | 645,624 | 2,665 | ||||||||||||||||
* The Company utilized an aggregate $66.0 million associated with Internal Revenue Code §1031 sales proceeds.
** Includes the Company ’s previously held equity interest investment.
|
(1) |
The Company acquired from its partners their ownership interest in properties that were held in joint ventures in which the Company had noncontrolling interests. The Company evaluated these transactions pursuant to the FASB ’s Consolidation guidance and as a result, recognized gains on change in control of interests resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are included in the purchase price above in Other Consideration. The Company’s previous ownership interests and gains on change in control of interests recognized as a result of these transactions are as follows (in thousands): |
|
Property Name |
Previous Ownership Interest |
Gain on change in control of interests |
||||||
|
Oakwood Plaza |
55.0 | % | $ | 46,512 | ||||
|
Gateway Plaza |
15.0 | % | - | |||||
|
GEPT Portfolio (4 properties) |
15.0 | % | 6,583 | |||||
|
KimPru Portfolio (2 properties) |
15.0 | % | 832 | |||||
|
Hamden Mart |
47.95 | % | 3,459 | |||||
| $ | 57,386 | |||||||
Included in the Company ’s Consolidated Statements of Income are $31.0 million, $23.8 million and $112.2 million in revenues from rental properties from the date of acquisition through December 31, 2017, 2016 and 2015, respectively, for operating properties acquired during each of the respective years.
Purchase Price Allocations
The Company adopted ASU 2017-01 effective January 1, 2017 and applied the guidance to its operating property acquisitions during the year ended December 31, 2017. The purchase price for these acquisitions is allocated to real estate and related intangible assets acquired and liabilities assumed, as applicable, in accordance with our accounting policies for asset acquisitions. The purchase price allocations for properties acquired/consolidated during the year ended December 31, 2017, are as follows (in thousands):
|
Allocation as of December 31, 2017 |
Weighted-Average Amortization Period (in Years) |
|||||||
|
Land |
$ | 255,715 | n/a | |||||
|
Buildings |
379,148 | 50.0 | ||||||
|
Building improvements |
46,613 | 41.5 | ||||||
|
Tenant improvements |
14,520 | 7.2 | ||||||
|
In-place leases |
56,200 | 7.2 | ||||||
|
Above-market leases |
12,197 | 7.8 | ||||||
|
Below-market leases |
(77,027 | ) | 29.5 | |||||
|
Mortgage fair value adjustment |
(8,521 | ) | 1.3 | |||||
|
Tax increment financing (TIF) contracts |
8,342 | 19.0 | ||||||
|
Other assets |
5,090 | n/a | ||||||
|
Other liabilities |
(3,951 | ) | n/a | |||||
|
Net assets acquired/consolidated |
$ | 688,326 | ||||||
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
As of December 31, 2017, the allocation adjustments and revised allocations for properties accounted for as business combinations during the year ended December 31, 2016, are as follows (in thousands):
|
Allocation as of December 31, 2016 |
Allocation Adjustments |
Revised Allocation as of December 31, 2017 |
Weighted-Average Amortization Period (in Years) |
|||||||||||||
|
Land |
$ | 179,150 | $ | (5,150 | ) | $ | 174,000 | n/a | ||||||||
|
Buildings |
309,493 | (30,696 | ) | 278,797 | 50.0 | |||||||||||
|
Building improvements |
124,105 | 41,895 | 166,000 | 45.0 | ||||||||||||
|
Tenant improvements |
12,788 | (1,155 | ) | 11,633 | 7.1 | |||||||||||
|
In-place leases |
44,094 | (1,063 | ) | 43,031 | 6.4 | |||||||||||
|
Above-market leases |
11,982 | 885 | 12,867 | 8.1 | ||||||||||||
|
Below-market leases |
(31,903 | ) | (4,716 | ) | (36,619 | ) | 19.1 | |||||||||
|
Mortgage fair value adjustment |
(4,292 | ) | - | (4,292 | ) | 4.1 | ||||||||||
|
Other assets |
234 | - | 234 | n/a | ||||||||||||
|
Other liabilities |
(27 | ) | - | (27 | ) | n/a | ||||||||||
|
Net assets acquired |
$ | 645,624 | $ | - | $ | 645,624 | ||||||||||
Hurricane Impact
The impact of Hurricanes Harvey, which struck Texas on August 25, 2017, and Irma, which struck Florida on September 10, 2017, resulted in minimal damage to the Company ’s properties located in Texas and Florida, with the majority of the impact related to debris removal.
On September 20, 2017, Hurricane Maria struck Puerto Rico as a Category 4 hurricane which resulted in widespread damage, flooding, and power outages. The Company has interests in seven operating properties located throughout Puerto Rico, aggregating 2.2 million square feet of GLA, which were variously impacted by the hurricane. The Company maintains a comprehensive property insurance policy on these properties with total coverage of up to $62.0 million, as well as business interruption insurance with coverage up to $39.3 million in the aggregate, subject to a collective deductible of $1.2 million.
As of December 31, 2017, the Company ’s assessment of the damages sustained to its properties from Hurricane Maria resulted in a write-off to depreciation expense of $16.0 million, representing the estimated net book value of damaged assets. The Company also recorded a corresponding receivable and credit to depreciation expense of $16.0 million for estimated property insurance recoveries related to the write-off. As such, there was no impact to net income during 2017 resulting from these adjustments. The Company expects to collect property insurance proceeds (net of deductible) equal to the replacement cost of its damaged property, currently estimated to be approximately $26.0 million. As of December 31, 2017, the Company received property insurance proceeds of $4.0 million and has a remaining receivable balance of $12.0 million which is included in Other assets on the Company’s Consolidated Balance Sheets.
The Company ’s business interruption insurance covers lost revenues as a result of the hurricane for a period of up one year. After the expiration of one year following the loss, the policy has 365 days of extended period of indemnity which provides business interruption coverage in the event the properties have not fully recovered from the storm. For the year ended December 31, 2017, the Company had a reduction in revenues from rental properties of $3.4 million related to lost tenant revenue and rent abatements resulting from the impact of Hurricane Maria. During December 2017, the Company received $1.6 million from its insurance provider for business interruption claims. The Company is still in the process of assessing current and future business interruption insurance losses and will submit insurance claims for its estimated losses under its business interruption insurance policy.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| 4. | Real Estate Under Development : |
The Company is engaged in various real estate development projects for long-term investment. As of December 31, 2017, the Company had in progress a total of four real estate development projects and two additional projects held for future development. The costs incurred to date for these projects are as follows (in thousands):
|
December 31, |
||||||||||
|
Property Name |
Location |
201 7 |
2016 |
|||||||
|
Grand Parkway Marketplace (1) |
Spring, TX |
$ | 43,403 | $ | 94,841 | |||||
|
Dania Pointe |
Dania Beach, FL |
152,841 | 107,113 | |||||||
|
Mill Station |
Owings Mills, MD |
34,347 | 25,119 | |||||||
|
Lincoln Square ( 2) |
Philadelphia, PA |
90,479 | - | |||||||
|
Avenues Walk (3) |
Jacksonville, FL |
48,573 | 73,048 | |||||||
|
Promenade at Christiana (4) |
New Castle, DE |
32,875 | 25,521 | |||||||
|
Staten Island Plaza ( 5) |
Staten Island, NY |
- | 9,386 | |||||||
| $ | 402,518 | $ | 335,028 | |||||||
|
(1) |
During 2017, the Company sold a land parcel at this development project for a sales price of $2.9 million. Additionally, effective as of September 30, 2017, certain aspects of this development project, aggregating $91.0 million, were placed in service and reclassified into Land and Building and improvements on the Company’s Consolidated Balance Sheets. The remaining portion relates to the second phase of this project which is under development. |
|
(2) |
During 2017, KIM Lincoln, LLC (“KIM Lincoln”), a wholly owned subsidiary of the Company, and Lincoln Square Property, LP (“Lincoln Member”) entered into a joint venture agreement wherein KIM Lincoln has a 90% controlling interest and Lincoln Member has a 10% noncontrolling interest. The joint venture acquired land parcels in Philadelphia, PA to be held for development for a gross purchase price of $10.0 million. Based upon the Company ’s intent to develop the property, the Company allocated the gross purchase price to Real estate under development on the Company’s Consolidated Balance Sheets. This joint venture is accounted for as a consolidated VIE (see Footnote 9). |
|
(3) |
Effective April 1, 2017, certain aspects of this development project, aggregating $24.5 million, were placed in service and reclassified into Land and Building and improvements on the Company’s Consolidated Balance Sheets. The remaining portion of the project consists of a mixed-use project to be developed in the future. |
|
(4) |
T he Company is assessing the development model for this asset, which may include a mixed-use component, and anticipates a near term delay in the timing of development. As such, the Company considers this project as land held for future development effective December 31, 2017. |
|
(5) |
During 2017, the Company reclassified this project to undeveloped land on the Company’s Consolidated Balance Sheets, as it is no longer anticipated to be developed by the Company. |
D uring the years ended December 31, 2017 and 2016, the Company capitalized (i) interest of $11.0 million and $6.9 million, (ii) real estate taxes, insurance and legal costs of $5.7 million and $5.2 million and (iii) payroll of $3.3 million and $1.8 million, respectively, in connection with these real estate development projects.
During 2016, the Company acquired from its partner the remaining ownership interest in Dania Pointe, which was held in a joint venture in which the Company has a 55.0% noncontrolling interest for a gross purchase price of $84.2 million. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, no gain on change in control of interest was recognized as there was no fair value adjustment associated with the Company’s previously held equity interest. Based upon the Company’s intent to develop the property, the Company allocated the gross purchase price to Real estate under development on the Company’s Consolidated Balance Sheets.
During 2016, the Company acquired, in separate transactions, three additional land parcels adjacent to two existing development projects for an aggregate purchase price of $13.8 million.
| 5. | D ispositions of Real Estate and Assets Held - for - Sale : |
Operating Real Estate
T he table below summarizes the Company's disposition activity relating to consolidated operating properties and parcels, in separate transactions (dollars in millions):
|
Year Ended December 31 , |
||||||||||||
|
201 7 |
2016 |
2015 |
||||||||||
|
Aggregate sales price |
$ | 352.2 | $ | 378.7 | $ | 492.5 | ||||||
|
Gain on sale, net of tax |
$ | 93.5 | $ | 86.8 | $ | 143.6 | ||||||
|
Impairment charges |
$ | 17.1 | $ | 37.2 | $ | 10.2 | ||||||
|
Number of operating properties sold |
25 | 30 | 89 | |||||||||
|
Number of parcels/out-parcels sold |
9 | 2 | 8 | |||||||||
Additionally, during 2015, the Company disposed of its remaining operating property in Chile for a sales price of $51.3 million. This transaction resulted in the release of a cumulative foreign currency translation loss of $19.6 million due to the Company ’s liquidation of its investment in Chile, offset by a gain on sale of $1.8 million, after income tax expense.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Land S ales
During 2016 and 2015, the Company sold six and 13 land parcels, respectively, for an aggregate sales price of $3.9 million and $31.5 million, respectively. These transactions resulted in an aggregate gain of $1.9 million and $4.3 million, before income taxes expense and noncontrolling interest for the years ended December 31, 2016 and 2015, respectively. The gains from these transactions are recorded as other income, which is included in Other (expense)/income, net, in the Company’s Consolidated Statements of Income.
Held-for-Sale
At December 31, 2017, the Company had three consolidated properties classified as held-for-sale at an aggregate carrying amount of $22.4 million, net of accumulated depreciation of $16.8 million, which are included in Other assets on the Company’s Consolidated Balance Sheets. The Company’s determination of the fair value of the properties was based upon executed contracts of sale with third parties, which are in excess of the carrying values of the properties.
| 6. | Impairments : |
M anagement assesses on a continuous basis whether there are any indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.
The Company has an active capital recycling program which provides for the disposition of certain properties , typically of lesser quality assets in more undesirable locations. The Company has adjusted the anticipated hold period for these properties and as a result the Company recognized impairment charges on certain consolidated operating properties (see Footnote 15 of the Notes to Consolidated Financial Statements for fair value disclosure).
The Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions and/or the property hold period resulted in the Company recognizing impairment charges for the years ended December 31, 2017, 2016 and 2015 as follows (in millions):
|
201 7 |
201 6 |
201 5 |
||||||||||
|
Impairment of property carrying values* (1) (2) (3) |
$ | 67.3 | $ | 93.3 | $ | 30.3 | ||||||
|
Impairment of i nvestments in other real estate investments (4) |
- | - | 5.3 | |||||||||
|
Impairment of m arketable securities and other investments (5) |
- | - | 9.8 | |||||||||
|
Total Impairment charges included in operating expenses |
67.3 | 93.3 | 45.4 | |||||||||
|
Impairment of property carrying values in cluded in discontinued operations |
- | - | 0.1 | |||||||||
|
Total gross impairment charges |
67.3 | 93.3 | 45.5 | |||||||||
|
Noncontrolling interests |
- | (0.4 | ) | (5.6 | ) | |||||||
|
Income tax benefit |
- | (21.1 | ) | (9.0 | ) | |||||||
|
Total net impairment charges |
$ | 67.3 | $ | 71.8 | $ | 30.9 | ||||||
* See Footnote 15 of the Notes to Consolidated Financial Statements for additional disclosure on fair value
|
(1) |
During 2017, the Company recognized aggregate impairment charges of $67.3 million . These impairment charges consist of (i) $34.0 million related to adjustments to property carrying values for properties which the Company has marketed for sale as part of its active capital recycling program and as such has adjusted the anticipated hold periods for such properties, (ii) $17.1 million related to the sale of certain operating properties (as discussed in Footnote 5 of the Notes to Consolidated Financial Statements) and (iii) $16.2 million related to a property for which the Company has re-evaluated its long-term plan for the property due to unfavorable local market conditions. |
|
(2) |
During 2016, the Company recognized aggregate impairment charges of $ 93.3 million, before an income tax benefit of $21.1 million and noncontrolling interests of $0.4 million, primarily related to sale of certain operating properties, certain properties maintained in the Company’s TRS for which the hold period was re-evaluated in connection with the Merger (see Footnote 21 of the Notes to Consolidated Financial Statements for additional disclosure) and adjustments to property carrying values in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated hold period for such properties. |
|
(3) |
During 2015, the Company recognized aggregate impairment charges of $30.3 million, before an income tax benefit of $ 5.4 million and noncontrolling interests of $5.6 million. |
|
(4) |
Impairment charges were primarily based upon a review of residual values, sales prices and debt maturity status and the likelihood of foreclosure of certain underlying properties within the Company’s preferred equity investments during 2015. The Company believed it would not recover its investment in certain preferred equity investments and as such recorded full impairments on these investments. |
|
(5) |
During 2015, the Company reviewed the underlying cause of the decline in value of certain cost method investments, as well as the severity and the duration of the decline and determined that the decline was other-than-temporary. Impairment charges were recognized based upon the calculation of the investments’ estimated fair value. |
In addition to the impairment charges above, the Company recognized pretax impairment charges during 2017, 2016 and 2015 of $4.8 million, $15.0 million, and $22.2 million, respectively, relating to certain properties held by various unconsolidated joint ventures in which the Company holds noncontrolling interests. These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Income (see Footnote 7 of the Notes to Consolidated Financial Statements).
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 and would therefore write-down its carrying basis accordingly.
| 7. | Investment in and Advances to Real Estate Joint Ventures : |
The Company and its subsidiaries have investments in and advances to various real estate joint ventures. These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting. The table below presents unconsolidated joint venture investments for which the Company held an ownership interest at December 31, 2017 and 2016 (in millions, except number of properties):
|
December 31 , 201 7 |
December 31 , 2016 |
|||||||||||||||||||||
|
Venture |
Ownership Interest |
Number of Properties |
The Company's Investment |
Ownership Interest |
Number of Properties |
The Company's Investment |
||||||||||||||||
|
Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2) |
15.0% | 46 | $ | 179.5 | 15.0% | 48 | $ | 182.5 | ||||||||||||||
|
Kimco Income Opportunity Portfolio (“KIR”) (2) |
48.6% | 42 | 154.1 | 48.6% | 45 | 145.2 | ||||||||||||||||
|
Canada Pension Plan Investment Board (“CPP”) (2) (3) |
55.0% | 4 | 105.0 | 55.0% | 5 | 111.8 | ||||||||||||||||
|
Other Joint Venture Programs |
Various |
26 | 45.3 |
Various |
37 | 64.7 | ||||||||||||||||
|
Total * |
118 | $ | 483.9 | 135 | $ | 504.2 | ||||||||||||||||
|
* |
Representing 23.5 million and 26.2 million square feet of GLA as of December 31, 2017 and 2016, respectively. |
|
(1) |
Represents four separate joint ventures, with four separate accounts managed by Prudential Global Investment Management, three of these ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II. |
|
(2) |
The Company manages these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees. |
|
(3) |
During the year ended December 31, 2016, the CPP joint venture acquired a property interest adjacent to an existing operating property in Temecula, CA for a gross purchase price of $27.5 million. |
The table below presents the Company ’s share of net income for these investments which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income (in millions):
|
Year Ended December 31, |
||||||||||||
|
201 7 |
2016 |
2015 |
||||||||||
|
KimPru and KimPru II |
$ | 13.0 | $ | 16.4 | $ | 7.1 | ||||||
|
KIR |
36.7 | 44.0 | 41.0 | |||||||||
|
CPP |
7.2 | 7.7 | 9.6 | |||||||||
|
Other Joint Venture Programs (1) (2) |
3.9 | 150.6 | 422.7 | |||||||||
|
Total |
$ | 60.8 | $ | 218.7 | $ | 480.4 | ||||||
|
(1) |
During the year ended December 31, 2017, the Company recognized a cumulative foreign currency translation loss of $4.8 million due to the substantial liquidation of the Company’s investments in Canada during 2017. |
|
(2) |
During the year ended December 31, 2017, a joint venture recognized an impairment charge related to the pending sale of a property, of which the Company’s share was $3.4 million. |
During the year ended December 31, 2017, the Company’s real estate joint ventures disposed of or transferred interest to joint venture partners in 13 operating properties and a portion of one property, in separate transactions, for an aggregate sales price of $180.8 million. These transactions resulted in an aggregate net gain to the Company of $7.5 million, before income taxes. In addition, during 2017, the Company acquired a controlling interest in three operating properties from certain joint ventures, in separate transactions, with an aggregate gross fair value of $320.1 million. See Footnote 3 of the Notes to Consolidated Financial Statements for the operating properties acquired by the Company.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During the year ended December 31, 2016, the Company’s real estate joint ventures disposed of or transferred interest to joint venture partners in 45 operating properties and one land parcel, in separate transactions, for an aggregate sales price of $1.1 billion. These transactions resulted in an aggregate net gain to the Company of $151.2 million, before income taxes. In addition, during 2016, the Company acquired a controlling interest in nine operating properties and one development project from certain joint ventures, in separate transactions, with an aggregate gross fair value of $590.1 million. See Footnotes 3 and 4 of the Notes to Consolidated Financial Statements for the operating properties and development projects acquired by the Company.
During the year ended December 31, 2015, the Company’s real estate joint ventures disposed of or transferred interest to joint venture partners in 98 operating properties and 11 land parcels, in separate transactions, for an aggregate sales price of $1.8 billion. These transactions resulted in an aggregate net gain to the Company of $380.6 million, before income taxes. In addition, during 2015, the Company acquired a controlling interest in 43 operating properties from certain joint ventures, in separate transactions with an aggregate gross fair value of $1.6 billion.
The table below presents debt balances within the Company ’s unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at December 31, 2017 and 2016 (dollars in millions):
|
December 31 , 201 7 |
December 31, 201 6 |
|||||||||||||||||||||||
|
Venture |
Mortgages and Notes Payable |
Weighted Average Interest Rate |
Weighted Average Remaining Term (months)* |
Mortgages and Notes Payable |
Weighted Average Interest Rate |
Weighted Average Remaining Term (months)* |
||||||||||||||||||
|
KimPru and KimPru II |
$ | 625.7 | 3.59 |
% |
59.8 | $ | 647.4 | 3.07 |
% |
67.5 | ||||||||||||||
|
KIR |
702.0 | 4.60 |
% |
47.5 | 746.5 | 4.64 |
% |
54.9 | ||||||||||||||||
|
CPP |
84.9 | 2.91 |
% |
4.0 | 84.8 | 2.17 |
% |
16.0 | ||||||||||||||||
|
Other Joint Venture Programs |
287.6 | 4.41 |
% |
27.2 | 584.3 | 5.40 |
% |
23.4 | ||||||||||||||||
|
Total |
$ | 1,700.2 | $ | 2,063.0 | ||||||||||||||||||||
* Average remaining term includes extensions
Summarized financial information for the Company ’s investment and advances in real estate joint ventures is as follows (in millions):
|
December 31, |
||||||||
|
201 7 |
201 6 |
|||||||
|
Assets: |
||||||||
|
Real estate, net |
$ | 3,402.1 | $ | 3,741.9 | ||||
|
Other assets |
208.9 | 224.6 | ||||||
| $ | 3,611.0 | $ | 3,966.5 | |||||
|
Liabilities and Partners ’/Members’ Capital: |
||||||||
|
Notes payable , net |
$ | 233.1 | $ | 214.5 | ||||
|
M ortgages payable, net |
1,467.1 | 1,848.5 | ||||||
|
Other liabilities |
52.5 | 82.3 | ||||||
|
Noncontrolling interests |
15.5 | 15.9 | ||||||
|
Partners ’/Members’ capital |
1,842.8 | 1,805.3 | ||||||
| $ | 3,611.0 | $ | 3,966.5 | |||||
|
Year Ended December 31, |
||||||||||||
|
201 7 |
201 6 |
2015 |
||||||||||
|
Revenues from rental propert ies |
$ | 516.0 | $ | 597.5 | $ | 842.5 | ||||||
|
Operating expenses |
(150.7 | ) | (178.1 | ) | (265.9 | ) | ||||||
|
Impairment charges |
(12.9 | ) | (38.6 | ) | (63.4 | ) | ||||||
|
Depreciation and amortization |
(116.1 | ) | (138.1 | ) | (191.9 | ) | ||||||
|
Interest expense |
(81.9 | ) | (117.3 | ) | (202.8 | ) | ||||||
|
Other (expense)/income, net |
(3.0 | ) | 20.1 | 4.4 | ||||||||
|
Income from continuing operations |
151.4 | 145.5 | 122.9 | |||||||||
|
Gain on sale of operating properties , net |
26.0 | 296.2 | 1,166.7 | |||||||||
|
Net income |
$ | 177.4 | $ | 441.7 | $ | 1,289.6 | ||||||
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Other liabilities included in the Company ’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling $2.1 million and $11.0 million at December 31, 2017 and 2016, respectively. The Company and its subsidiaries have varying equity interests in these real estate joint ventures, which may differ from their proportionate share of net income or loss recognized in accordance with GAAP.
The Company ’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. Generally, such investments contain operating properties and the Company has determined these entities do not contain the characteristics of a VIE. As of December 31, 2017 and 2016, the Company’s carrying value in these investments was $483.9 million and $504.2 million, respectively.
| 8. | Other Real Estate Investments and Other Assets : |
Other Real Estate Investments
Preferred Equity Capital-
The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program . The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its net investment. As of December 31, 2017, the Company’s net investment under the Preferred Equity program was $201.9 million relating to 357 properties, including 344 net leased properties which are accounted for as direct financing leases. For the year ended December 31, 2017, the Company earned $32.2 million from its preferred equity investments, including $14.8 million of cumulative foreign currency translation gain recognized as a result of the substantial liquidation of the Company’s investments in Canada during 2017. As of December 31, 2016, the Company’s net investment under the Preferred Equity program was $193.7 million relating to 365 properties, including 346 net leased properties which are accounted for as direct financing leases. For the year ended December 31, 2016, the Company earned $27.5 million from its preferred equity investments, including $10.5 million in profit participation earned from five capital transactions.
As of December 31, 2017, these preferred equity investment properties had non-recourse mortgage loans aggregating $361.0 million. These loans have scheduled maturities ranging from eight months to seven years and bear interest at rates ranging from 4.19% to 10.47%. Due to the Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is limited to its invested capital.
Summarized financial information relating to the Company ’s preferred equity investments is as follows (in millions):
|
December 31, |
||||||||
|
201 7 |
201 6 |
|||||||
|
Assets: |
||||||||
|
Real estate, net |
$ | 142.3 | $ | 187.0 | ||||
|
Other assets |
581.2 | 587.1 | ||||||
| $ | 723.5 | $ | 774.1 | |||||
|
Liabilities and Partners ’/Members’ Capital: |
||||||||
|
Mortgages payable, net |
$ | 381.9 | $ | 454.7 | ||||
|
Other liabilities |
6.0 | 8.3 | ||||||
|
Partners ’/Members’ capital |
335.6 | 311.1 | ||||||
| $ | 723.5 | $ | 774.1 | |||||
|
Year Ended December 31, |
||||||||||||
|
201 7 |
201 6 |
2015 |
||||||||||
|
Revenues from rental propert ies |
$ | 75.4 | $ | 102.6 | $ | 122.1 | ||||||
|
Operating expenses |
(14.7 | ) | (27.4 | ) | (35.6 | ) | ||||||
|
Depreciation and amortization |
(4.6 | ) | (6.7 | ) | (11.4 | ) | ||||||
|
Interest expense |
(20.4 | ) | (26.7 | ) | (35.7 | ) | ||||||
|
Other expense, net |
(5.9 | ) | (11.5 | ) | (9.2 | ) | ||||||
|
Income from continuing operations |
29.8 | 30.3 | 30.2 | |||||||||
|
Gain on sale of properties , net |
4.3 | 5.3 | 6.0 | |||||||||
|
Net income |
$ | 34.1 | $ | 35.6 | $ | 36.2 | ||||||
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Other Assets
Kimsouth (Albertsons) –
Kimsouth Realty Inc. (“Kimsouth”) is a wholly-owned subsidiary of the Company. KRS AB Acquisition, LLC (the “ABS Venture”) was a subsidiary of Kimsouth that ha d a combined 14.35% noncontrolling interest (of which the Company held 9.8% and the two other noncontrolling members in the partnership, including Colony NorthStar, Inc. (“Colony NorthStar”) held a 4.3% ownership interest), in AB Acquisition, LLC (“AB Acquisition”). AB Acquisition was a joint venture which owned grocery operators Albertsons LLC (“Albertsons”), NAI Group Holdings Inc. (“NAI”) and Safeway Inc. (“Safeway”). The Company held a controlling interest in the ABS Venture and consolidated this entity. Richard B. Saltzman, a member of the Board of Directors of the Company, is the chief executive officer and president of Colony NorthStar. As of December 31, 2016, the ABS Venture was reflected on the Company ’s Consolidated Balance Sheets as a gross investment of $205.1 million which was included in Other assets and $64.9 million which was included in noncontrolling interest.
During June 2017, the Company and ABS Venture received an aggregate cash distribution of $34.6 million from Albertsons, of which the Company ’s combined share was $23.7 million with the remaining $10.9 million distributed to the two noncontrolling interest members in the ABS Venture. This distribution exceeded the Company’s carrying basis in its Albertson ’s investment and as such was recognized as income and is included in Equity in income from other real estate investments, net on the Company’s Consolidated Statements of Income.
During December 2017, Albertsons, NAI and Safeway were merged into a single corporate entity Albertsons Companies, Inc. (“ ACI”). In addition, the Company liquidated the ABS Venture, its consolidated partnership with Colony NorthStar and its other noncontrolling member, which held investments in Albertsons, NAI and Safeway. As a result of these transactions, the Company now owns 9.74% of the common stock of ACI through two newly formed wholly-owned partnerships and accounts for this investment on the cost method. The liquidation of the ABS Venture resulted in the elimination of the previous noncontrolling member ’s, including Colony NorthStar’s noncontrolling interest of $64.9 million, and a corresponding reduction in other assets to reflect the Company’s net investment in ACI of $140.2 million. The Company’s net investment in ACI is included in Other assets on the Company’s Consolidated Balance Sheets. The previous two noncontrolling members now own their respective interests in ACI directly and are no longer in a joint venture partnership with the Company.
On February 20, 2018, ACI announced the execution of a definitive merger agreement under which ACI will acquire all the outstanding shares of Rite Aid Corp. (NYSE: RAD). This agreement is subject to customary closing conditions.
| 9. | Variable Interest Entities (“VIE”) : |
Included within the Company ’s consolidated operating properties at December 31, 2017, are 24 consolidated entities that are VIEs, for which the Company is the primary beneficiary. These entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less and they do not have substantive participating rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At December 31, 2017, total assets of these VIEs were $1.2 billion and total liabilities were $383.5 million.
The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the enti ty may experience.
Additionally, included within the Company ’s real estate development projects at December 31, 2017, are three consolidated entities that are VIEs, for which the Company is the primary beneficiary. These entities have been established to develop real estate properties to hold as long-term investments. The Company’s involvement with these entities is through its majority ownership and management of the properties. These entities were deemed VIEs primarily because the equity investments at risk are not sufficient to permit the entities to finance their activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At December 31, 2017, total assets of these real estate development VIEs were $307.9 million and total liabilities were $34.2 million.
Substantially all the projected remaining development costs to be funded for these real estate development projects, aggregating $147.7 million, will be funded with capital contributions from the Company, when contractually obligated. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
All liabilities of these VIEs are non-recourse to the Company (“VIE Liabilities”). Of the 27 total VIEs, 22 are unencumbered and the assets of these VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining five VIEs are encumbered by third party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The classification of the Restricted Assets and VIE Liabilities on the Company’s Consolidated Balance Sheets are as follows (in millions):
|
December 31, 2017 |
December 31, 2016 |
|||||||
|
Restricted Assets: |
||||||||
|
Real estate, net |
$ | 627.5 | $ | 326.9 | ||||
|
Cash and cash equivalents |
9.8 | 3.8 | ||||||
|
Accounts and notes receivable, net |
3.2 | 1.6 | ||||||
|
Other assets |
4.5 | 1.4 | ||||||
|
Total Restricted Assets |
$ | 645.0 | $ | 333.7 | ||||
|
VIE Liabilities: |
||||||||
|
Mortgages payable , net |
$ | 340.9 | $ | 138.6 | ||||
|
Other liabilities |
76.8 | 37.6 | ||||||
|
Total VIE Liabilities |
$ | 417.7 | $ | 176.2 | ||||
| 10. | Mortgages and Other Financing Receivables : |
The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the Company. For a complete listing of the Company ’s mortgages and other financing receivables at December 31, 2017, see Financial Statement Schedule IV included in this annual report on Form 10-K.
The following table reconciles mortgage loans and other financing receivables from January 1, 2015 to December 31, 2017 (in thousands):
|
201 7 |
201 6 |
2015 |
||||||||||
|
Balance at January 1 , |
$ | 23,197 | $ | 23,824 | $ | 74,013 | ||||||
|
Additions: |
||||||||||||
|
New mortgage loans |
- | - | 5,730 | |||||||||
|
Foreign currency translation |
385 | 397 | - | |||||||||
|
Amortization of loan discounts |
112 | 112 | 112 | |||||||||
|
Deductions: |
||||||||||||
|
Loan repayments |
- | - | (53,646 | ) | ||||||||
|
Charge off/foreign currency translation |
(449 | ) | (213 | ) | (884 | ) | ||||||
|
Collections of principal |
(1,405 | ) | (921 | ) | (1,499 | ) | ||||||
|
Amortization of loan costs |
(2 | ) | (2 | ) | (2 | ) | ||||||
|
Balance at December 31 , |
$ | 21,838 | $ | 23,197 | $ | 23,824 | ||||||
The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2017, the Company had a total of 11 loans, all of which were identified as performing loans.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| 11. | Marketable Securities : |
The amortized cost and gross unrealized gains/(losses) of securities available-for-sale and held-to-maturity at December 31, 2017 and 2016, are as follows (in thousands):
|
December 31, 201 7 |
||||||||||||
|
Amortized Cost |
Gross Unrealized Losses |
Total |
||||||||||
|
Available-for-sale: |
||||||||||||
|
Equity securities |
$ | 13,072 | $ | (1,136 | ) | $ | 11,936 | |||||
|
Held-to-maturity: |
||||||||||||
|
Debt securities |
1,329 | - | 1,329 | |||||||||
|
Total marketable securities |
$ | 14,401 | $ | (1,136 | ) | $ | 13,265 | |||||
|
December 31, 201 6 |
||||||||||||
|
Amortized Cost |
Gross Unrealized Gains |
Total |
||||||||||
|
Available-for-sale: |
||||||||||||
|
Equity securities |
$ | 6,096 | $ | 406 | $ | 6,502 | ||||||
|
Held-to-maturity: |
||||||||||||
|
Debt securities |
1,599 | - | 1,599 | |||||||||
|
Total marketable securities |
$ | 7,695 | $ | 406 | $ | 8,101 | ||||||
During 2017, the Company acquired available-for-sale marketable equity securities for an aggregate purchase price of $9.8 million.
During 2015, the Company received $76.2 million in proceeds from the sale or redemption of certain marketable securities and recognized $39.9 million of realizable gains.
As of December 31, 2017, the contractual maturities of debt securities classified as held-to-maturity are within the next five years. Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.
| 12. | Notes Payable : |
As of December 31, 2017 and 2016 the Company’s Notes payable, net consisted of the following (dollars in millions):
|
Carrying Amount a t December 31 , |
Interest Rate a t December 31 , |
Maturity Date at |
|||||||||||||||||||||
|
201 7 |
201 6 |
201 7 |
2016 |
December 31, 201 7 | |||||||||||||||||||
|
Senior Unsecured Notes |
$ | 4,650.0 | $ | 3,400.0 | 2.70% | - | 6.88% | 2.70% | - | 6.88% | Oct-2019 | – | Sep-2047 | ||||||||||
|
Credit Facilit y |
8.0 | 25.0 | (a) | (a) | Mar-2021 | ||||||||||||||||||
|
Medium Term Notes (“ MTN”) |
- | 300.0 | - | 4.30% | n/a | ||||||||||||||||||
|
Term Loa n |
- | 250.0 | - | (b) | n/a | ||||||||||||||||||
|
Deferred financing costs, ne t |
(61.9 | ) | (47.7 | ) | n/a | n/a | n/a | ||||||||||||||||
| $ | 4,596.1 | $ | 3,927.3 | 3.70%* | 3.58%* | ||||||||||||||||||
* Weighted-average interest rate
|
(a) |
During February 2017, the Company repaid the outstanding balance on the Company’s $1.75 billion credit facility and terminated the agreement. Interest rate was equal to LIBOR plus 0.925% (1.67% at December 31, 2016). The Company then closed on a $2.25 billion unsecured revolving credit facility which is scheduled to mature in March 2021, with two additional six-month options to extend the maturity date, and accrues interest at a rate of LIBOR plus 0.875% (2.28% at December 31, 2017). |
|
(b) |
During January 2017, the Company repaid the remaining $250.0 million balance and terminated the agreement. Interest rate was equal to LIBOR plus 0.95% (1.60% at December 31, 2016). |
During the years ended December 31, 2017 and 2016, the Company issued the following Senior Unsecured Notes (dollars in millions):
|
Date Issued |
Maturity Date |
Amount Issued |
Interest Rate |
|||||||
|
Aug-17 |
Feb-25 |
$ | 500.0 | 3.30% | ||||||
|
Aug-17 |
Sep-47 |
$ | 350.0 | 4.45% | ||||||
|
Mar-17 |
Apr-27 |
$ | 400.0 | 3.80% | ||||||
|
Nov-16 |
Mar-24 |
$ | 400.0 | 2.70% | ||||||
|
Nov-16 |
Dec-46 |
$ | 350.0 | 4.125% | ||||||
|
Aug-16 |
Oct-26 |
$ | 500.0 | 2.80% | ||||||
|
May-16 |
Apr-45 |
$ | 150.0 | 4.25% | ||||||
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During the years ended December 31, 2017 and 2016, the Company repaid the following notes (dollars in millions):
|
Type |
Date Paid |
Amount Repaid (USD) |
Interest Rate |
Maturity Date |
||||||||||
|
MTN (1) |
Aug-17 & Nov-17 |
$ | 300.0 | 4.300% |
Feb-18 |
|||||||||
|
Term Loan |
Jan-17 |
$ | 250.0 |
LIBOR + 0.95% |
Jan-17 |
|||||||||
|
Canadian Notes Payable ( 2) |
Aug-16 |
$ | 270.9 | (2) | (2) | |||||||||
|
Senior Unsecured Note (3) |
Aug-16 |
$ | 290.9 | 5.700% |
May-17 |
|||||||||
|
MTN |
Mar-16 |
$ | 300.0 | 5.783% |
Mar-16 |
|||||||||
|
(1) |
On August 1, 2017, the Company made a tender offer to purchase any and all of these MTN notes outstanding. As a result, the Company accepted the tender of $211.0 million of its $300.0 million outstanding MTN notes on August 10, 2017. In connection with this tender offer, the Company recorded a tender premium of $1.8 million resulting from the partial repayment of the MTN notes. In addition, in November 2017, the Company redeemed the remaining $89.0 million outstanding MTN notes. |
|
(2) |
On August 26, 2016, the redemption date, the Company repaid (i) its Canadian denominated (“CAD”) $150.0 million 5.99% notes, which were scheduled to mature in April 2018 and (ii) its CAD $200.0 million 3.855% notes, which were scheduled to mature in August 2020. The Company recorded aggregate early extinguishment of debt charges of CAD $34.1 million (USD $26.3 million) resulting from the early repayment of these notes. |
|
(3) |
The Company recorded an early extinguishment of debt charge of $10.2 million resulting from the early repayment of this note. |
The scheduled maturities of all unsecured notes payable excluding unamortized debt issuance costs of $61.9 million, as of December 31, 2017, were as follows (in millions):
|
2018 |
2019 |
2020 |
2021 |
2022 |
Thereafter |
Total |
||||||||||||||||||||||
|
Principal payments |
$ | - | $ | 300.0 | $ | - | $ | 508.0 | $ | 500.0 | $ | 3,350.0 | $ | 4,658.0 | ||||||||||||||
T he Company’s supplemental indentures governing its Senior Unsecured Notes contain covenants whereby the Company is subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels, (b) certain debt service ratios and (c) certain asset to debt ratios. In addition, the Company is restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Company's qualification as a REIT providing the Company is in compliance with its total leverage limitations. The Company was in compliance with all of the covenants as of December 31, 2017.
Interest on the Company’s fixed-rate Senior Unsecured Notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.
Credit Facility
In February 2017, the Company closed on a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2021, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2022. This Credit Facility, which accrues interest at a rate of LIBOR plus 87.5 basis points (2.28% as of December 31, 2017), can be increased to $2.75 billion through an accordion feature. The Credit Facility replaced the Company’s $1.75 billion unsecured revolving credit facility that was scheduled to mature in March 2018. In addition, the Credit Facility includes a $500.0 million sub-limit which provides the Company the opportunity to borrow in alternative currencies including Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. As of December 31, 2017, the Credit Facility had a balance of CAD 10.0 million (USD $8.0 million) outstanding and $0.5 million appropriated for letters of credit.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Term Loan
The Company had a $650.0 million unsecured term loan (“Term Loan” ) which was scheduled to mature in January 2017, with three one-year extension options at the Company’s discretion. The Term Loan accrued interest at LIBOR plus 95 basis points. During November 2016, the Company repaid $400.0 million of borrowings under the Company’s Term Loan and in January 2017, the Company repaid the remaining $250.0 million balance and terminated the agreement.
| 13. | Mortgages Payable : |
Mortgages payable, collateralized by certain shopping center properties (see Financial Statement Schedule III included in this annual report on Form 10-K) and related tenants' leases, are generally due in monthly installments of principal and/or interest. As of December 31, 2017 and 2016, the Company’s Mortgages payable, net consisted of the following (in millions):
|
Carrying Amount a t December 31 , |
Interest Rate a t December 31 , |
Maturity Date at | |||||||||||||||||||||
|
201 7 |
201 6 |
201 7 |
201 6 |
December 31, 201 7 | |||||||||||||||||||
|
Mortgages payabl e |
$ | 867.1 | $ | 1,114.4 | 2.60% | - | 9.75% | 1.91% | - | 9.41% | Jan-2018 | – | Aug-2031 | ||||||||||
|
Fair value debt adjustments, net |
19.3 | 27.7 | n/a | n/a | n/a | ||||||||||||||||||
|
Deferred financing costs, ne t |
(3.6 | ) | (3.0 | ) | n/a | n/a | n/a | ||||||||||||||||
| $ | 882.8 | $ | 1,139.1 | 4.57%* | 4.94%* | ||||||||||||||||||
* Weighted-average interest rate
During 2017, the Company (i) assumed/consolidated $257.5 million of individual non-recourse mortgage debt (including a fair market value adjustment of $8.5 million) related to two operating properties, (ii) paid off $692.9 million of mortgage debt (including fair market value adjustments of $5.8 million) that encumbered 27 operating properties and (iii) obtained a $206.0 million non-recourse mortgage relating to one operating property.
During 2016, the Company (i) assumed $289.0 million of individual non-recourse mortgage debt relating to the acquisition of 10 properties, including $4.3 million associated with fair value debt adjustments and (ii) paid off $703.0 million of mortgage debt (including fair market value adjustment of $2.1 million) that encumbered 47 operating properties. In connection with the early prepayment of certain of these mortgage s, the Company recorded an early extinguishment of debt charge of $9.2 million.
Additionally, during 2016, the Company disposed of an encumbered property through foreclosure. This transaction resulted in a net decrease in mortgage debt of $25.6 million (including fair market value adjustment of $0.4 million) and a gain on forgiveness of debt of $3.1 million, which is included in Other (expense)/income, net in the Company’s Consolidated Statements of Income.
The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable, excluding unamortized fair value debt adjustments and unamortized debt issuance costs, as of December 31, 2017, were as follows (in millions):
|
2018 |
2019 |
2020 |
2021 |
2022 |
Thereafter |
Total |
||||||||||||||||||||||
|
Principal payments |
$ | 98.4 | $ | 115.7 | $ | 136.4 | $ | 145.4 | $ | 140.6 | $ | 230.6 | $ | 867.1 | ||||||||||||||
| 14. | Noncontrolling Interests : |
Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or determined that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB ’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income. During the year ended December 31, 2017, there were various acquisitions and dispositions/liquidations of entities that had an impact on noncontrolling interest. See Footnotes 3, 4, and 8 of the Notes to Consolidated Financial Statements for additional information regarding specific transactions.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Included within noncontrolling interests are u nits that were determined to be contingently redeemable that are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Consolidated Balance Sheets.
The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the year s ended December 31, 2017 and 2016 (in thousands):
|
2017 |
2016 |
|||||||
|
Balance at January 1, |
$ | 86,953 | $ | 86,709 | ||||
|
Issuance of redeemable partnership interests (1) |
10,000 | - | ||||||
|
Income (2) |
1,297 | 4,349 | ||||||
|
Redemption/conversion of redeemable units (3) |
(79,569 | ) | - | |||||
|
Distributions |
(2,538 | ) | (4,105 | ) | ||||
|
Balance at December 31, |
$ | 16,143 | $ | 86,953 | ||||
|
(1) |
During 2017, KIM Lincoln, a wholly owned subsidiary of the Company, and Lincoln Member entered into a joint venture agreement wherein KIM Lincoln has a 90% controlling interest and Lincoln Member has a 10% noncontrolling interest (See Footnote 4 of the Notes to Consolidated Financial Statements). |
|
(2) |
Includes $1.0 million in fair market value remeasurement for the year ended December 31, 2017. |
|
(3) |
During 2017, the Company redeemed the remaining 79,642,697 Preferred A Units for a total redemption price of $79.9 million, including an accrued preferred return of $0.4 million. These units, which had a par value of $1.00 and return per annum of 5.0%, were issued along with Puerto Rico shopping center acquisitions discussed below. |
The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired partially through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value adjustment of $15.1 million (collectively, the "Units"). Noncontrolling interests relating to the remaining units were $5.2 million and $86.2 million as of December 31, 2017 and 2016, respectively. The Units, related annual cash distribution rates and related conversion features consisted of the following as of December 31, 2017:
|
Type |
Par Value Per Unit |
Number of Units Remaining |
Return Per Annum |
||||||||
|
Class B-1 Preferred Units (1) |
$ | 10,000 | 189 | 7.0% | |||||||
|
Class B-2 Preferred Units (2) |
$ | 10,000 | 42 | 7.0% | |||||||
|
Class C DownReit Units (1) |
$ | 30.52 | 52,797 |
Equal to the Company ’s common stock dividend |
|||||||
|
(1) |
These units are redeemable for cash by the holder or at the Company ’s option, shares of the Company’s common stock, based upon the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. |
|
(2) |
These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets. |
T he Company owns a shopping center located in Bay Shore, NY, which was acquired in 2006 with the issuance of 647,758 redeemable Class B Units at a par value of $37.24 per unit. The units accrue a return equal to the Company’s common stock dividend and are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a ratio of 1:1. These units are callable by the Company any time after April 3, 2026, and are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. During 2007, 30,000 units, or $1.1 million par value, of the Class B Units were redeemed and at the Company’s option settled in cash. In addition, during 2017, 25,000 units, or $0.9 million par value, of the Class B Units were redeemed and at the Company’s option settled in cash. As of December 31, 2017 and 2016, noncontrolling interest relating to the remaining Class B Units was $25.4 million and $26.5 million, respectively.
Noncontrolling interests also includes 138,015 convertible units issued during 2006 by the Company, which were valued at $5.3 million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in Albany, NY. These units are currently redeemable at the option of the holder for cash or at the option of the Company for the Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal to the dividend rate of the Company’s common stock. The Company was restricted from disposing of these assets, other than through a tax-free transaction, through January 2017.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| 15. | Fair Value Disclosure of Financial Instruments : |
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s estimation, based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are disclosed. The valuation method used to estimate fair value for fixed-rate and variable-rate debt is based on discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan amounts and debt maturities. The fair values for marketable securities are based on published values, securities dealers’ estimated market values or comparable market sales. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.
As a basis for considering market participant assumptions in fair value measurements, the FASB ’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
The following are financial instruments for which the Company ’s estimate of fair value differs from the carrying amounts (in thousands):
|
December 31, |
||||||||||||||||
|
201 7 |
201 6 |
|||||||||||||||
|
Carrying Amounts |
Estimated Fair Value |
Carrying Amounts |
Estimated Fair Value |
|||||||||||||
|
Notes payable (1) |
$ | 4,596,140 | $ | 4,601,479 | $ | 3,927,251 | $ | 3,890,797 | ||||||||
|
Mortgages payable (2) |
$ | 882,787 | $ | 881,427 | $ | 1,139,117 | $ | 1,141,047 | ||||||||
|
(1) |
The Company determined that the valuation of its Senior Unsecured Notes and MTN notes were classified within Level 2 of the fair value hierarchy and its Term Loan and Credit Facility were classified within Level 3 of the fair value hierarchy. The estimated fair value amounts classified as Level 2 as of December 31, 2017 and 2016, were $4.6 billion and $3.6 billion, respectively. The estimated fair value amounts classified as Level 3 as of December 31, 2017 and 2016, were $1.9 million and $272.5 million, respectively. |
|
(2) |
The Company determined that its valuation of these Mortgages payable was classified within Level 3 of the fair value hierarchy. |
The Company has certain financial instruments that must be measured under the FASB ’s Fair Value Measurements and Disclosures guidance, including available for sale securities. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company ’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The Company from time to time has used interest rate swaps to manage its interest rate risk. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Based on these inputs, the Company has determined that interest rate swap valuations are classified within Level 2 of the fair value hierarchy.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The tables below present the Company ’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):
|
Balance at December 31, 201 7 |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
|
Assets: |
||||||||||||||||
|
Marketable equity securities |
$ | 11,936 | $ | 11,936 | $ | - | $ | - | ||||||||
|
Liabilities: |
||||||||||||||||
|
Interest rate swaps |
$ | 344 | $ | - | $ | 344 | $ | - | ||||||||
|
Balance at December 31, 201 6 |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
|
Assets: |
||||||||||||||||
|
Marketable equity securities |
$ | 6,502 | $ | 6,502 | $ | - | $ | - | ||||||||
|
Liabilities: |
||||||||||||||||
|
Interest rate swaps |
$ | 975 | $ | - | $ | 975 | $ | - | ||||||||
Assets measured at fair value on a non-recurring basis at December 31, 2017 and 2016 are as follows (in thousands):
|
Balance at December 31, 201 7 |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
|
Real estate |
$ | 108,313 | $ | - | $ | - | $ | 108,313 | ||||||||
|
Balance at December 31, 201 6 |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
|
Real estate |
$ | 117,930 | $ | - | $ | - | $ | 117,930 | ||||||||
During the year ended December 31, 2017, the Company recognized impairment charges related to adjustments to property carrying values of $67.3 million. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from (i) signed contracts or letters of intent from third party offers or (ii) discounted cash flow models. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third party offers. For the discounted cash flow models, the capitalization rates primarily range from 8.50% to 9.50% and discount rates primarily range from 9.00% to 10.50% which were utilized in the models based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective investment. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy.
During the year ended December 31, 2016, the Company recognized impairment charges related to adjustments to property carrying values of $93.3 million. The Company’s estimated fair values were primarily based upon estimated sales prices from third party offers that were based on signed contracts, appraisals or letters of intent for which the Company does not have access to the unobservable inputs used to determine these estimated fair values. For the appraisals, the capitalization rates primarily range from 7.75% to 9.00% and discount rates primarily range from 9.25% to 12.17% which were utilized in the models based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective investment. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy.
The property carrying value impairment charges resulted from the Company ’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| 16. | Preferred Stock, Common Stock and Convertible Unit Transactions : |
Preferred Stock
The Company ’s outstanding Preferred Stock is detailed below (in thousands, except share information and par values):
|
As of December 31, 2017 |
||||||||||||||||||||||||
|
Class of Preferred Stock |
Shares Authorized |
Shares I ssued and Outstanding |
Liquidation Preference (in thousands) |
Dividend Rate |
Annual Dividend per Depositary Share |
Par Value |
Optional Redemption Date |
|||||||||||||||||
|
Class I |
18,400 | 7,000 | $ | 175,000 | 6.000% | $ | 1.50000 | $ | 1.00 |
3/20/2017 |
||||||||||||||
|
Class J |
9,000 | 9,000 | 225,000 | 5.500% | $ | 1.37500 | $ | 1.00 |
7/25/2017 |
|||||||||||||||
|
Class K |
8,050 | 7,000 | 175,000 | 5.625% | $ | 1.40625 | $ | 1.00 |
12/7/2017 |
|||||||||||||||
|
Class L |
10,350 | 9,000 | 225,000 | 5.125% | $ | 1.28125 | $ | 1.00 |
8/16/2022 |
|||||||||||||||
|
Class M |
10,580 | 9,200 | 230,000 | 5.250% | $ | 1.31250 | $ | 1.00 |
12/20/2022 |
|||||||||||||||
| 41,200 | $ | 1,030,000 | ||||||||||||||||||||||
|
As of December 31, 201 6 |
||||||||||||||||||||||||
|
Class of Preferred Stock |
Shares Authorized |
Shares Issued and Outstanding |
Liquidation Preference (in thousands) |
Dividend Rate |
Annual Dividend per Depositary Share |
Par Value |
Optional Redemption Date |
|||||||||||||||||
|
Class I |
18,400 | 16,000 | $ | 400,000 | 6.000% | $ | 1.50000 | $ | 1.00 |
3/20/2017 |
||||||||||||||
|
Class J |
9,000 | 9,000 | 225,000 | 5.500% | $ | 1.37500 | $ | 1.00 |
7/25/2017 |
|||||||||||||||
|
Class K |
8,050 | 7,000 | 175,000 | 5.625% | $ | 1.40625 | $ | 1.00 |
12/7/2017 |
|||||||||||||||
| 32,000 | $ | 800,000 | ||||||||||||||||||||||
The following Preferred Stock classes w ere issued during the year ended December 31, 2017:
|
Class of Preferred Stock |
Date Issued |
Depositary Shares Issued |
Fractional Interest per Share |
Net Proceeds, Before Expenses (in millions) |
Offering Price |
|||||||||||||
|
Class L |
8/16/2017 |
9,000,000 |
1/1000 |
$ | 218.1 | 25.00 | ||||||||||||
|
Class M |
12/20/2017 |
9,200,000 |
1/1000 |
$ | 222.8 | 25.00 | ||||||||||||
During January 2018, the underwriting financial institutions for the Class M issuance elected to exercise the over-allotment option and as a result, the Company issued an additional 1,380,000 Class M Depositary Shares, each representing a one-thousandth fractional interest in a share of the Company's 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. The Company received net proceeds before expenses of $33.4 million from this offering.
The following Preferred Stock classes were redeemed or partially redeemed during the years ended December 31, 2017, 2016 and 2015:
|
Classes of Preferred Stock |
Redemption Date |
Depositary Shares Redeemed |
Redemption Price |
Redemption Amount (in millions) |
Redemption Charges (in millions) (1) |
||||||||||||||
|
Class I ( 2) |
9/6/2017 |
9,000,000 | $ | 25.00 | $ | 225.0 | $ | 7.0 | |||||||||||
|
Class H |
11/25/2015 |
7,000,000 | $ | 25.00 | $ | 175.0 | $ | 5.8 | |||||||||||
|
(1) |
Redemption charges resulting from the difference between the redemption amount and the carrying amount of the respective preferred stock class on the Company’s Consolidated Balance Sheets are accounted for in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. These charges were subtracted from net income/(loss) attributable to the Company to arrive at net income/(loss) available to the Company’s common shareholders and used in the calculation of earnings per share. |
|
(2) |
T he Company partially redeemed 9,000,000 depositary shares of its issued and outstanding Class I Preferred Stock, representing 56.25% of the issued and outstanding Class I Preferred Stock. |
The Company ’s Preferred Stock Depositary Shares for all classes are not convertible or exchangeable for any other property or securities of the Company.
Voting Rights - The Class I, J, K, L and M Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
As to any matter on which the Class I, J, K, L or M Preferred Stock may vote, including any actions by written consent, each share of the Class I, J, K, L or M Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class I, J, K, L or M Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class I, J, K, L, or M Preferred Stock). As a result, each Class I, J, K, L or M Depositary Share is entitled to one vote.
Liquidation Rights
In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $25,000.00 Class I Preferred Stock per share, $25,000.00 Class J Preferred Stock per share, $25,000.00 Class K Preferred Stock per share, $25,000.00 Class L Preferred Stock per share and $25,000.00 Class M Preferred Stock per share ($25.00 per each Class I, Class J, Class K, Class L and Class M Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights.
Common Stock
During February 2018, the Company’s Board of Directors authorized a share repurchase program, pursuant to which the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million.
During February 2015, the Company established an at the market continuous offering program (the “ATM program”), which is effective for a term of three years, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”) or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. During the year ended December 31, 2016, the Company issued 9,806,377 shares and received proceeds of $285.2 million, net of commissions and fees of $2.9 million. The Company did not offer for sale any shares of common stock under the ATM program during the year ended December 31, 2017. As of December 31, 2017, the Company had $211.9 million available under this ATM program.
The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares relating to the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. During 2017, 2016 and 2015, the Company repurchased 232,304 shares, 257,477 shares and 179,696 shares, respectively, relating to common shares surrendered to the Company to satisfy statutory minimum tax withholding obligations relating to the vesting of restricted stock awards under the Company’s equity-based compensation plans.
Convertible Units
The Company has various types of convertible units that were issued in connection with the purchase of operating properties (see Footnote 14 of the Notes to Consolidated Financial Statements). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2017, is $18.3 million. The Company has the option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle in common stock, the unit holders would receive 1.0 million shares of common stock.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| 17. | Supplemental Schedule of Non-Cash Investing/Financing Activities : |
The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2017, 2016 and 2015 (in thousands):
|
201 7 |
201 6 |
201 5 |
||||||||||
|
Acquisition of real estate interests by assumption of mortgage debt |
$ | 45,299 | $ | 33,174 | $ | 84,699 | ||||||
|
Acquisition of real estate interests through proceeds held in escrow |
$ | 162,396 | $ | 66,044 | $ | 89,504 | ||||||
|
Proceeds deposited in escrow through sale of real estate interests |
$ | 162,396 | $ | 66,044 | $ | 71,623 | ||||||
|
Disposition of real estate interest s by assignment of debt |
$ | - | $ | - | $ | 47,742 | ||||||
|
Disposition of real estate interests through the issuance of mortgage receivable |
$ | - | $ | - | $ | 5,730 | ||||||
|
Disposition of real estate interests by foreclosure of debt |
$ | - | $ | 22,080 | $ | - | ||||||
|
Forgiveness of debt due to foreclosure |
$ | - | $ | 26,000 | $ | - | ||||||
|
C apital expenditures accrual |
$ | 74,123 | $ | 38,044 | $ | 22,967 | ||||||
|
Issuance of common stock |
$ | - | $ | 85 | $ | 493 | ||||||
|
Surrender of restricted common stock |
$ | (5,699 | ) | $ | (7,008 | ) | $ | (5,682 | ) | |||
|
Declaration of dividends paid in succeeding period |
$ | 128,892 | $ | 124,517 | $ | 115,182 | ||||||
|
Change in non controlling interest due to liquidation of partnership |
$ | 64,948 | $ | - | $ | - | ||||||
|
Deemed contribution from noncontrolling interest |
$ | 10,000 | $ | - | $ | - | ||||||
|
Consolidation of Joint Ventures: |
||||||||||||
|
Increase in real estate and other assets |
$ | 325,981 | $ | 407,813 | $ | 1,039,335 | ||||||
|
Increase in mortgages pay able, other liabilities and noncontrolling interests |
$ | 258,626 | $ | 268,194 | $ | 750,135 | ||||||
| 18. | Transactions with Related Parties : |
The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint ventures in which certain stockholders of the Company have economic interests. Such services are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct costs incurred in connection with management of the centers . Substantially all of the Management and other fee income on the Company’s Consolidated Statements of Income constitute fees earned from affiliated entities. Reference is made to Footnotes 3, 7 and 8 of the Notes to Consolidated Financial Statements for additional information regarding transactions with related parties.
Ripco
Ripco Real Estate Corp. (“Ripco”) business activities include serving as a leasing agent and representative for national and regional retailers including Target, Best Buy, Kohl ’s and many others, providing real estate brokerage services and principal real estate investing. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Milton Cooper, Executive Chairman of the Board of Directors of the Company. During 2017, 2016 and 2015, the Company paid brokerage commissions of $0.4 million, $0.2 million and $0.6 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company.
ProHEALTH
ProHEALTH is a multi-specialty physician group practice offering one-stop health care. ProHEALTH’s CEO, Dr. David Cooper, M.D. is a son of Milton Cooper, Executive Chairman of the Board of Directors of the Company, and the father of Ross Cooper, President and Chief Investment Officer of the Company . ProHEALTH and/or its affiliates (“ProHEALTH”) have leasing arrangements with the Company whereby two consolidated property locations are currently under lease. Total annual base rent for these properties leased to ProHEALTH for each of the years ended December 31, 2017, 2016 and 2015 aggregated to $0.4 million.
Colony NorthStar
During January 2015, Colony Capital, Inc. (predecessor to Colony NorthStar) and affiliates contributed $100.0 million, to the ABS Venture, which was subsequently contributed to AB Acquisition to facilitate the acquisition of all of the outstanding shares of Safeway. The ABS Venture held a combined 14.35% interest in AB Acquisition, of which the Company held a combined 9.8% ownership interest, Colony NorthStar held a 4.3% ownership interest and an unrelated third party held a 0.25% ownership interest. Richard B. Saltzman, a member of the Board of Directors of the Company, is the chief executive officer and president of Colony NorthStar.
During December 2017, the AB Acquisition structure was reorganized such that all interests in Albertsons, NAI and Safeway are owned by a single new corporation, ACI. In connection with this transaction, the ABS Venture was dissolved and the equity interests were distributed to the owning entities. As such, the Company now owns 9.74% of the common stock of ACI through two newly formed, wholly-owned partnerships. The Company’s previous two noncontrolling members, including Colony NorthStar, now own their respective interests directly and are no longer in a joint venture with the Company (see Footnote 8 of the Notes to Consolidated Financial Statements).
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| 19. | Commitments and Contingencies : |
Operations
The Company and its subsidiaries are primarily engaged in the operation of shopping centers that are either owned or held under long-term leases that expire at various dates through 2109. The Company and its subsidiaries, in turn, lease premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants' sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels and percentage rents comprised 98% of total revenues from rental properties for each of the three years ended December 31, 2017, 2016 and 2015.
The minimum revenues from rental propert ies under the terms of all non-cancelable tenant leases for future years, assuming no new or renegotiated leases are executed for such premises, are as follows (in millions):
|
2018 |
2019 |
2020 |
2021 |
2022 |
Thereafter |
|||||||||||||||||||
|
Minimum revenues |
$ | 875.5 | $ | 820.3 | $ | 735.4 | $ | 643.6 | $ | 536.3 | $ | 2,683.2 | ||||||||||||
Base rental revenues from rental propert ies are recognized on a straight-line basis over the terms of the related leases. The difference between the amount of rental income contracted through leases and rental income recognized on a straight-line basis before allowances for the years ended December 31, 2017, 2016 and 2015 was $15.7 million, $16.5 million and $14.8 million, respectively.
Minimum rental payments to be made by the Company under the terms of all non-cancelable operating ground leases for future years are as follows (in millions):
|
2018 |
2019 |
2020 |
2021 |
2022 |
Thereafter |
|||||||||||||||||||
|
Minimum rental payments |
$ | 9.1 | $ | 9.1 | $ | 8.6 | $ | 8.6 | $ | 8.5 | $ | 138.5 | ||||||||||||
Letters of Credit
The Company has issued letters of credit in connection with the completion and repayment guarantees for loans encumbering certain of the Company ’s development and redevelopment projects and guaranty of payment related to the Company’s insurance program. At December 31, 2017, these letters of credit aggregated $40.4 million.
Other
In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2017, there were $20.0 million in performance and surety bonds outstanding.
The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company as of December 31, 2017.
| 20. | Incentive Plans : |
The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share based payments to employees, including grants of employee stock options, restricted stock and performance shares, be recognized in the Statement of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Monte Carlo method for performance shares or the Black-Scholes option pricing formula, both of which are intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is calculated based on the price on the date of grant.
The Company recognized expense associated with its equity awards of $21.6 million, $19.1 million and $18.5 million, for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, the Company had $27.5 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to be recognized over a weighted-average period of 2.7 years. The Company had 10,410,343, 10,015,040 and 9,095,416 shares of the Company’s common stock available for issuance under the Plans at December 31, 2017, 2016 and 2015, respectively.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Stock Options
During 2017, 2016 and 2015, the Company did not grant any stock options. Information with respect to stock options outstanding under the Plan for the years ended December 31, 2017, 2016 and 2015 are as follows:
|
Shares |
Weighted-Average Exercise Price Per Share |
Aggregate Intrinsic V alue (in millions) |
||||||||||
|
Options outstanding, January 1, 2015 |
11,893,761 | $ | 30.23 | $ | 29.8 | |||||||
|
Exercised |
(1,019,240 | ) | $ | 18.36 | $ | 7.4 | ||||||
|
Forfeited |
(1,862,080 | ) | $ | 32.55 | ||||||||
|
Options outstanding, December 31, 2015 |
9,012,441 | $ | 31.09 | $ | 27.4 | |||||||
|
Exercised |
(1,167,819 | ) | $ | 18.03 | $ | 12.4 | ||||||
|
Forfeited |
(1,830,893 | ) | $ | 39.69 | ||||||||
|
Options outstanding, December 31, 2016 |
6,013,729 | $ | 32.09 | $ | 12.1 | |||||||
|
Exercised |
(83,863 | ) | $ | 18.20 | $ | 3.4 | ||||||
|
Forfeited |
(2,464,920 | ) | $ | 35.91 | ||||||||
|
Options outstanding, December 31, 201 7 |
3,464,946 | $ | 27.81 | $ | - | |||||||
|
Options exercisable (fully vested) - |
||||||||||||
|
December 31, 2015 |
7,617,882 | $ | 32.90 | $ | 20.0 | |||||||
|
December 31, 2016 |
5,144,416 | $ | 32.56 | $ | 11.3 | |||||||
|
December 31, 201 7 |
3,464,946 | $ | 27.81 | $ | 4.0 | |||||||
The exercise price per share for options outstanding as of December 31, 2017 ranges from $11.54 to $40.79. The Company estimates forfeitures based on historical data. The weighted-average remaining contractual life for options outstanding as of December 31, 2017 was 2.3 years. The weighted-average remaining contractual term of options currently exercisable as of December 31, 2017, was 2.3 years. As of December 31, 2017, all of the Company’s outstanding options were vested. Cash received from options exercised under the Plan was $1.5 million, $21.1 million and $18.7 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Restricted Stock
Information with respect to restricted stock under the Plan for the years ended December 31, 2017, 2016 and 2015 are as follows:
|
201 7 |
201 6 |
201 5 |
||||||||||
|
Restricted stock outstanding as of January 1, |
1,930,732 | 1,712,534 | 1,911,145 | |||||||||
|
Granted (1) |
646,142 | 756,530 | 729,160 | |||||||||
|
Vested |
(783,872 | ) | (520,539 | ) | (875,202 | ) | ||||||
|
Forfeited |
(15,573 | ) | (17,793 | ) | (52,569 | ) | ||||||
|
Restricted stock outstanding as of December 31, |
1,777,429 | 1,930,732 | 1,712,534 | |||||||||
(1) The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2017, 2016 and 2015 were $25.04, $26.15 and $25.98, respectively.
Restricted shares have the same voting rights as the Company ’s common stock and are entitled to a cash dividend per share equal to the Company’s common dividend which is taxable as ordinary income to the holder. For the years ended December 31, 2017, 2016 and 2015, the dividends paid on unvested restricted shares were $2.4 million, $2.2 million, and $1.8 million, respectively.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Performance Shares
Information with respect to performance share awards under the Plan for the years ended December 31, 2017, 2016 and 2015 are as follows:
|
2017 |
2016 |
2015 |
|||
|
Performance share award outstanding as of January 1, |
197,249 |
202,754 |
114,268 |
||
|
Granted (1) |
135,780 |
100,170 |
145,620 |
||
|
Vested (2) |
(97,079) |
(105,675) |
(57,134) |
||
|
Performance share award outstanding as of December 31, |
235,950 |
197,249 |
202,754 |
(1) The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2017, 2016 and 2015 were $23.35, $28.60 and $27.87, respectively.
(2) For the years ended December 31, 2017, 2016 and 2015, the corresponding common stock equivalent of these vested awards were 0, 130,080 and 91,862, respectively.
The more significant assumptions underlying the determination of fair values for these awards granted during 2017, 2016 and 2015 were as follows:
|
201 7 |
201 6 |
201 5 |
||||||||||
|
Stock price |
$ | 24.91 | $ | 26.29 | $ | 26.83 | ||||||
|
Dividend yield (1) |
0 | % | 0 | % | 0 | % | ||||||
|
Risk-free rate |
1.45 | % | 0.87 | % | 0.98 | % | ||||||
|
Volatility (2) |
18.93 | % | 18.80 | % | 16.81 | % | ||||||
|
Term of the award (years) |
2.88 | 2.88 | 1.88, 2.88 | |||||||||
|
(1) |
Total Shareholder Returns , as used in the performance share awards computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized. |
| (2) | Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over the look-back period based on the term of the award. |
Other
The Company maintains a 401(k)-retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation, is fully vested and funded as of December 31, 2017. The Company’s contributions to the plan were $2.1 million, $2.0 million and $2.1 million for the years ended December 31, 2017, 2016 and 2015, respectively.
The Company recognized severance costs associated with employee terminations during the years ended December 31, 2017, 2016 and 2015, of $5.5 million, $1.7 million and $4.8 million, respectively.
| 21. | Income Taxes : |
The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992. To qualify as a REIT, the Company must meet several organizational and operational requirements, including a requirement that it currently distribute at least 90% of its REIT taxable income to its stockholders. Management intends to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate federal income tax, provided that dividends to its stockholders equal at least the amount of its REIT taxable income. If the Company failed to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be permitted to elect REIT status for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through TRSs is subject to federal, state and local income taxes. The Company is also subject to local taxes on certain Non-U.S. investments.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Reconciliation between GAAP Net Income and Federal Taxable Income
The following table reconciles GAAP net income to taxable income for the years ended December 31, 2017, 2016 and 2015 (in thousands):
|
2017 |
2016 |
2015 |
||||||||||
|
(Estimated) |
(Actual) |
(Actual) |
||||||||||
|
GAAP net income attributable to the Company |
$ | 426,075 | $ | 378,850 | $ | 894,115 | ||||||
|
GAAP net (income)/loss attributable to TRSs |
(12,164 | ) | 12,708 | (6,073 | ) | |||||||
|
GAAP net income from REIT operations (a) |
413,911 | 391,558 | 888,042 | |||||||||
|
Net book depreciation in excess of tax depreciation |
116,106 | 65,194 | 21,515 | |||||||||
|
Capitalized leasing/legal commissions |
- | (11,984 | ) | (14,246 | ) | |||||||
|
Deferred/prepaid/above-market and below-market rents, net |
(30,303 | ) | (34,097 | ) | (32,848 | ) | ||||||
|
Fair market value debt amortization |
(8,495 | ) | (15,901 | ) | (19,723 | ) | ||||||
|
Book/tax differences from restricted stock |
676 | (4,490 | ) | (3,094 | ) | |||||||
|
Book/tax differences from non-qualified stock options |
(172 | ) | (11,301 | ) | (4,786 | ) | ||||||
|
Book/tax differences from investments in and advances to real estate joint ventures |
(15,196 | ) | (20,739 | ) | (294 | ) | ||||||
|
Book/tax difference on sale of properties |
(85,856 | ) | (93,704 | ) | (64,270 | ) | ||||||
|
Foreign income tax from capital gains |
- | 3,976 | 5,873 | |||||||||
|
Cumulative foreign currency translation adjustment and deferred tax adjustment |
(1,300 | ) | - | - | ||||||||
|
Book adjustment to property carrying values and marketable equity securities |
53,893 | 11,161 | 4,484 | |||||||||
|
Taxable currency exchange gains/(losses), net |
221 | (8,962 | ) | (47,297 | ) | |||||||
|
Tangible property regulation deduction (b) |
(52,237 | ) | (28,954 | ) | (126,957 | ) | ||||||
|
GAAP gain on change in control of interests |
(71,160 | ) | (57,385 | ) | (149,407 | ) | ||||||
|
Valuation allowance against net deferred tax assets |
- | 51,939 | - | |||||||||
|
Other book/tax differences, net |
(6,893 | ) | 542 | (2,971 | ) | |||||||
|
Adjusted REIT taxable income |
$ | 313,195 | $ | 236,853 | $ | 454,021 | ||||||
Certain amounts in the prior periods have been reclassified to conform to the current year presentation, in the table above.
|
(a) |
All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interest and TRSs. |
|
(b) |
In September 2013, the Internal Revenue Service released final Regulations governing when taxpayers must capitalize and depreciate costs for acquiring, maintaining, repairing and replacing tangible property and when taxpayers must deduct such costs as repairs. Pursuant to these Regulations the Company deducted certain expenditures that would previously have been capitalized for tax purposes. The Regulations also allowed the Company to make an election to immediately deduct certain amounts that were capitalized in previous years but qualify as repairs under the new Regulations. The Company made such election in 2015 and deducted approximately $85.9 million. |
Characterization of Distributions
The following characterizes distributions paid for tax purposes for the years ended December 31, 2017, 2016 and 2015, (amounts in thousands):
|
201 7 |
201 6 |
2015 |
||||||||||||||||||||||
|
Preferred H Dividends |
||||||||||||||||||||||||
|
Ordinary income |
$ | - | - | $ | - | - | $ | - | - | |||||||||||||||
|
Capital gain |
- | - | - | - | 13,417 | 100 | % | |||||||||||||||||
| $ | - | - | $ | - | - | $ | 13,417 | 100 | % | |||||||||||||||
|
Preferred I Dividends |
||||||||||||||||||||||||
|
Ordinary income |
$ | 21,636 | 96 | % | $ | 16,320 | 68 | % | $ | - | - | |||||||||||||
|
Capital gain |
902 | 4 | % | 7,680 | 32 | % | 24,000 | 100 | % | |||||||||||||||
| $ | 22,538 | 100 | % | $ | 24,000 | 100 | % | $ | 24,000 | 100 | % | |||||||||||||
|
Preferred J Dividends |
||||||||||||||||||||||||
|
Ordinary income |
$ | 11,880 | 96 | % | $ | 8,415 | 68 | % | $ | - | - | |||||||||||||
|
Capital gain |
495 | 4 | % | 3,960 | 32 | % | 12,375 | 100 | % | |||||||||||||||
| $ | 12,375 | 100 | % | $ | 12,375 | 100 | % | $ | 12,375 | 100 | % | |||||||||||||
|
Preferred K Dividends |
||||||||||||||||||||||||
|
Ordinary income |
$ | 9,450 | 96 | % | $ | 6,694 | 68 | % | $ | - | - | |||||||||||||
|
Capital gain |
394 | 4 | % | 3,150 | 32 | % | 9,844 | 100 | % | |||||||||||||||
| $ | 9,844 | 100 | % | $ | 9,844 | 100 | % | $ | 9,844 | 100 | % | |||||||||||||
|
Preferred L Dividends |
||||||||||||||||||||||||
|
Ordinary income |
$ | 1,814 | 96 | % | $ | - | - | $ | - | - | ||||||||||||||
|
Capital gain |
76 | 4 | % | - | - | - | - | |||||||||||||||||
| $ | 1,890 | 100 | % | $ | - | - | $ | - | - | |||||||||||||||
|
Common Dividends |
||||||||||||||||||||||||
|
Ordinary income |
$ | 260,573 | 57 | % | $ | 263,892 | 62 | % | $ | - | - | |||||||||||||
|
Capital gain |
9,143 | 2 | % | 127,689 | 30 | % | 394,400 | 100 | % | |||||||||||||||
|
Return of capital |
187,430 | 41 | % | 34,050 | 8 | % | - | - | ||||||||||||||||
| $ | 457,146 | 100 | % | $ | 425,631 | 100 | % | $ | 394,400 | 100 | % | |||||||||||||
|
Total dividends distributed for tax purposes |
$ | 503,793 | $ | 471,850 | $ | 454,036 | ||||||||||||||||||
For the years ended December 31, 2017, 2016 and 2015 cash dividends paid for tax purposes were equivalent to, or in excess of, the dividends paid deduction.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Taxable REIT Subsidiaries and Taxable Entities
The Company is subject to federal, state and local income taxes on income reported through its TRS activities, which include wholly-owned subsidiaries of the Company. The Company’s TRSs included KRS, FNC Realty Corporation, Kimco Insurance Company (collectively “KRS Consolidated”) and the consolidated entity, Blue Ridge Real Estate Company/Big Boulder Corporation. As part of the Company’s overall strategy to simplify its business model, the Company merged KRS, a TRS holding REIT-qualifying real estate and the Company’s investment in Albertsons, into a wholly-owned LLC and KRS was dissolved effective August 1, 2016. Any non-REIT qualifying assets or activities received by the Company in the Merger were transferred to a newly formed TRS, Kimco Realty Services II, Inc.
On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, making significant changes to taxation of corporations and individuals. Effective for tax years beginning on January 1, 2018, this tax reform law reduces the federal statutory income tax rate from 35% to 21% for corporations and changed other certain tax provisions and deductions. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. As a result, the Company remeasured its deferred tax assets and liabilities and recorded a tax provision of $1.1 million during 2017.
The Company is also subject to local non-U.S. taxes on certain investments located outside the U.S. In general, under local country law applicable to the entity ownership structures the Company has in place and applicable tax treaties, the repatriation of cash to the Company from its subsidiaries and joint ventures in Canada, Puerto Rico and Mexico generally is not subject to withholding tax. The Company is subject to and includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are primarily held by the Company at the REIT level and not in the Company’s taxable REIT subsidiary. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.
Income taxes have been provided for on the asset and liability method as required by the FASB ’s Income Tax guidance. Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.
The Company ’s pre-tax book income/(loss) and (provision)/benefit for income taxes relating to the Company’s TRS and taxable entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2017, 2016 and 2015, are summarized as follows (in thousands):
|
2017 |
2016 |
2015 |
|||||||||||
|
I ncome/(loss) before income taxes – U.S. |
$ | 1,487 | $ | (23,810 | ) | $ | 23,729 | ||||||
|
( Provision)/benefit for income taxes, net: |
|||||||||||||
|
Federal: |
|||||||||||||
|
Current |
(704 | ) | 2,199 | (638 | ) | ||||||||
|
Deferred |
(632 | ) | (45,097 | ) | (7,355 | ) | |||||||
|
Federal tax provision |
(1,336 | ) | (42,898 | ) | (7,993 | ) | |||||||
|
State and local: |
|||||||||||||
|
Current |
(66 | ) | 1,057 | (2,535 | ) | ||||||||
|
Deferred |
(190 | ) | (8,812 | ) | (1,474 | ) | |||||||
|
State tax provision |
(256 | ) | (7,755 | ) | (4,009 | ) | |||||||
|
Total tax provision – U.S. |
(1,592 | ) | (50,653 | ) | (12,002 | ) | |||||||
|
Net (loss)/income from U.S. TRSs |
$ | (105) | $ | (74,463 | ) | $ | 11,727 | ||||||
|
(Loss)/income before taxes – Non-U.S. |
$ | (11,483) | $ | 138,253 | $ | 381,999 | |||||||
|
B enefit/(provision) for Non-U.S. income taxes: |
|||||||||||||
|
Current (1) |
$ | 2,425 | $ | (24,393 | ) | $ | (58,365 | ) | |||||
|
Deferred |
47 | (3,537 | ) | 4,331 | |||||||||
|
Non-U.S. tax benefit/(provision) |
$ | 2,472 | $ | (27,930 | ) | $ | (54,034 | ) | |||||
|
(1) |
The year ended December 31, 2016 includes $24.9 million, in expense related to the sale of interests in properties located in Canada. |
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Provision differ s from the amounts computed by applying the statutory federal income tax rate to taxable income before income taxes as follows (in thousands):
|
201 7 |
201 6 |
201 5 |
||||||||||
|
Federal provision at statutory tax rate (35%) (1) |
$ | (520 | ) | $ | (47,155 | ) | $ | (8,304 | ) | |||
|
State and local provision, net of federal benefit (2) |
(1,072 | ) | (3,498 | ) | (3,698 | ) | ||||||
|
Total tax provision – U.S. |
$ | (1,592 | ) | $ | (50,653 | ) | $ | (12,002 | ) | |||
|
(1) |
The year ended December 31, 2016, includes a $55.6 million charge related to the recording of a deferred tax valuation allowance. |
|
(2) |
The year ended December 31, 2016, includes a $7.9 million charge related to the recording of a deferred tax valuation allowance. |
Deferred Tax Assets, Liabilities and Valuation Allowances
The Company ’s deferred tax assets and liabilities at December 31, 2017 and 2016, were as follows (in thousands):
|
201 7 |
201 6 |
|||||||
|
Deferred tax assets: |
||||||||
|
Tax/GAAP basis differences |
$ | 35,839 | $ | 63,167 | ||||
|
Net operating losses (1) |
22,137 | 44,833 | ||||||
| Tax credit carryforwards (2) | 6,064 | 5,368 | ||||||
| Capital loss carryforwards | 4,648 | 3,659 | ||||||
|
Related party deferred losses |
619 | 952 | ||||||
|
Charitable contribution carryforwards |
23 | 35 | ||||||
|
Non-U.S. tax/GAAP basis differences |
- | 513 | ||||||
|
Valuation allowance – U.S. |
(54,155 | ) | (95,126 | ) | ||||
|
Total deferred tax assets |
15,175 | 23,401 | ||||||
|
Deferred tax liabilities – U.S. |
(12,739 | ) | (19,599 | ) | ||||
|
Deferred tax liabilities – Non-U.S. |
- | (559 | ) | |||||
|
Net deferred tax assets |
$ | 2,436 | $ | 3,243 | ||||
|
(1) |
Expiration dates ranging from 2021 to 2032 . |
|
(2) |
Expiration dates ranging from 2027 to 2035 and includes alternative minimum tax credit carryovers of $3.5 million that do not expire. |
The major differences between the GAAP basis of accounting and the basis of accounting used for federal and state income tax reporting consist of impairment charges recorded for GAAP purposes, but not recognized for tax purposes, depreciation and amortization, rental revenue recognized on the straight-line method for GAAP, reserves for doubtful accounts, above-market and below-market lease amortization, differences in GAAP and tax basis of assets sold, and the period in which certain gains were recognized for tax purposes, but not yet recognized under GAAP.
Deferred tax assets and deferred tax liabilities are included in the caption s Other assets and Other liabilities on the accompanying Consolidated Balance Sheets at December 31, 2017 and 2016. Operating losses and the valuation allowance are related primarily to the Company’s consolidation of its taxable REIT subsidiaries for accounting and reporting purposes. For the tax year ended August 1, 2016, KRS Consolidated produced $8.1 million of taxable income and utilized $8.1 million of its $44.0 million of available net operating loss carryovers.
Under GAAP 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. As a result of the Merger, the Company determined that the realization of $63.5 million of its net deferred tax assets was not deemed more likely than not and as such, the Company recorded a full valuation allowance against these net deferred tax assets that existed at the time of the Merger.
T he Company prepared an analysis of the tax basis built-in tax gain or built-in loss inherent in each asset acquired from KRS in the Merger. Assets of a TRS that become REIT assets in a merger transaction of the type entered into by the Company and KRS are subject to corporate tax on the aggregate net built-in gain (built-in gains in excess of built-in losses) during a recognition period. Accordingly, the Company is subject to corporate-level taxation on the aggregate net built-in gain from the sale of KRS assets within 60 months from the Merger date (the recognition period). The maximum taxable amount with respect to all merged assets disposed within 60 months of the Merger is limited to the aggregate net built-in gain at the Merger date. The Company compared fair value to tax basis for each property or asset to determine its built-in gain (value over basis) or built-in loss (basis over value) which could be subject to corporate level taxes if the Company disposed of the asset previously held by KRS during the 60 months following the Merger date. In the event that sales of KRS assets during the recognition period result in corporate level tax, the unrecognized tax benefits reported as deferred tax assets from KRS will be utilized to reduce the corporate level tax for GAAP purposes.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Uncertain Tax Positions
The Company is subject to income tax in certain jurisdictions outside the U.S., principally Canada and Mexico. The statute of limitations on assessment of tax varies from three to seven years depending on the jurisdiction and tax issue. Tax returns filed in each jurisdiction are subject to examination by local tax authorities. The Company is currently under audit by the Canadian Revenue Agency and Mexican Tax Authority . The resolution of these audits are not expected to have a material effect on the Company’s financial statements. The Company does not believe that the total amount of unrecognized tax benefits as of December 31, 2017, will significantly increase or decrease within the next 12 months.
The liability for uncertain tax benefits principally consists of estimated foreign, federal and state income tax liabilities in years for which the statute of limitations is open. Open years range from 2011 through 2017 and vary by jurisdiction and issue. The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2017 and 2016 were as follows (in thousands):
|
201 7 |
201 6 |
|||||||
|
Balance at January 1, |
$ | 4,962 | $ | 4,263 | ||||
|
Increases for tax positions related to current year (1) |
339 | 41 | ||||||
|
Increase for tax position due to ASU 2013-11 |
- | 4,930 | ||||||
|
Decreases relating to settlements with taxing authorities |
- | (2,000 | ) | |||||
|
Reductions due to lapsed statute of limitations |
(1,310 | ) | (2,272 | ) | ||||
|
Balance at December 31, |
$ | 3,991 | $ | 4,962 |
|
|||
(1) Amounts relate to increases resulting from foreign currency translation adjustments.
The Company previously had unrecognized tax benefits reported as deferred tax assets primarily related to book to tax timing differences for depreciation expense on its Canadian real estate operating properties. With respect to the Company’s uncertain tax positions in Canada and in accordance with ASU 2013-11 " Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ," (“ASU 2013-11”), the uncertain tax position liabilities in Canada were netted against these deferred tax assets. As of December 31, 2016, the Company, due to the sale of certain operating real estate properties in Canada, no longer had these related deferred tax assets to net against the related deferred tax liability and thus, the amount of its liability increased for uncertain tax positions associated with its Canadian operations. As of December 31, 2017 and 2016, the Company’s Canadian uncertain tax positions aggregated $4.0 million and $5.0 million, respectively.
The Company and its subsidiaries had been under audit by the U.S. Internal Revenue Service (“IRS”) with respect to taxable years 2004-2009. The IRS proposed, pursuant to Section 482 of the Code, to disallow a capital loss claimed by KRS on the disposition of common shares of Valad Property Ltd., an Australian publicly listed company, and to assert a 100 percent “penalty” tax on the Company pursuant to Section 857(b)(7) of the Code in the amount of $40.9 million with respect to its 2009 taxable year. During 2016, the Company and its subsidiaries favorably settled all matters relating to the audit, agreeing to a net refund of $0.1 million, and in connection with this favorable settlement, the Company released its uncertain tax position liability of $2.0 million.
During August 2016, the Mexican Tax Authority issued tax assessments for various wholly-owned entities of the Company that had previously held interests in operating properties in Mexico. These assessments relate to certain interest expense and withholding tax items subject to the United States-Mexico Income Tax Convention (the “Treaty”). The assessments are for the 2010 tax year and include amounts for taxes aggregating $33.7 million, interest aggregating $16.5 million and penalties aggregating $11.4 million. The Company believes that it has operated in accordance with the Treaty provisions and has therefore concluded that no amounts are payable with respect to this matter. The Company has submitted appeals for these assessments and the U.S. Competent Authority (Department of Treasury) is representing the Company regarding this matter with the Mexican Competent Authority. The Company intends to vigorously defend its position and believes it will prevail, however this outcome cannot be assured.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| 22. | Accumulated Other Comprehensive Income : |
The following table displays the change in the components of AOCI for the years ended December 31, 2017 and 2016:
|
Foreign Currency Translation Adjustments |
Unrealized Gains/(Losses) R elated to Available-for-Sale Securities |
Unrealized Gains/(Losses) on Interest Rate Swaps |
Total |
|||||||||||||
|
Balance as of January 1, 2016 |
$ | 6,616 | $ | 398 | $ | (1,426 | ) | $ | 5,588 | |||||||
|
Other comprehensive income before reclassifications |
(281 | ) | 8 | 451 | 178 | |||||||||||
|
Amounts reclassified from AOCI |
- | - | - | - | ||||||||||||
|
Net current-period other comprehensive income |
(281 | ) | 8 | 451 | 178 | |||||||||||
|
Balance as of December 31, 2016 |
$ | 6,335 | $ | 406 | $ | (975 | ) | $ | 5,766 | |||||||
|
Other comprehensive income before reclassifications |
3,711 | (1,542 | ) | 631 | 2,800 | |||||||||||
|
Amounts reclassified from AOCI (1) |
(10,046 | ) | - | - | (10,046 | ) | ||||||||||
|
Net current-period other comprehensive income |
(6,335 | ) | (1,542 | ) | 631 | (7,246 | ) | |||||||||
|
Balance as of December 31, 2017 |
$ | - | $ | (1,136 | ) | $ | (344 | ) | $ | (1,480 | ) | |||||
|
(1) |
During 2015, the Company began selling properties within its Canadian portfolio and has continued to liquidate its investments over the last two years. During the year ended December 31, 2017, the Company was deemed to have substantially liquidated its investment in Canada, triggered primarily by the receipt of various tax refunds, and as a result, recognized a net cumulative foreign currency translation gain. Amounts were reclassified to the Company’s Consolidated Statements of Income as follows (i) $14.8 million of gain was reclassified to Equity in income of other real estate investments, net, and (ii) $4.8 million of loss was reclassified to Equity in income of joint ventures, net. |
| 23. | Earnings Per Share : |
The following table sets forth the reconciliation of earnings and the weighted -average number of shares used in the calculation of basic and diluted earnings per share (amounts presented in thousands, except per share data):
|
For the Year Ended December 31, |
||||||||||||
|
2017 |
2016 |
2015 |
||||||||||
|
Computation of Basic and Diluted Earnings Per Share: |
||||||||||||
|
Income from continuing operations |
$ | 346,133 | $ | 299,353 | $ | 774,405 | ||||||
|
Gain on sale of operating properties, net, net of tax |
93,538 | 86,785 | 125,813 | |||||||||
|
Net income attributable to noncontrolling interests |
(13,596 | ) | (7,288 | ) | (6,028 | ) | ||||||
|
Preferred stock redemption charge |
(7,014 | ) | - | (5,816 | ) | |||||||
|
Preferred dividends |
(46,600 | ) | (46,220 | ) | (57,084 | ) | ||||||
|
Earnings attributable to participating securities |
(2,132 | ) | (2,018 | ) | (4,134 | ) | ||||||
|
Income from continuing operations available to the Company ’s common shareholders |
$ | 370,329 | $ | 330,612 | $ | 827,156 | ||||||
|
Loss from discontinued operations available to the Company ’s common shareholders |
- | - | (75 | ) | ||||||||
|
Net income available to the Company ’s common shareholders for basic earnings per share |
$ | 370,329 | $ | 330,612 | 827,081 | |||||||
|
Distributions on convertible units |
- | - | 192 | |||||||||
|
Net income available to the Company ’s common shareholders for diluted earnings per share |
$ | 370,329 | $ | 330,612 | $ | 827,273 | ||||||
|
Weighted -average common shares outstanding – basic |
423,614 | 418,402 | 411,319 | |||||||||
|
Effect of dilutive securities ( 1): |
||||||||||||
|
Equity awards |
405 | 1,307 | 1,414 | |||||||||
|
Assumed conversion of convertible units |
- | - | 118 | |||||||||
|
Weighted -average common shares outstanding – diluted |
424,019 | 419,709 | 412,851 | |||||||||
|
Basic Earnings Per Share: |
||||||||||||
|
Income from continuing operations |
$ | 0.87 | $ | 0.79 | $ | 2.01 | ||||||
|
Net income available to the Company ’s common shareholders |
$ | 0.87 | $ | 0.79 | $ | 2.01 | ||||||
|
Diluted Earnings Per Share: |
||||||||||||
|
Income from continuing operations |
$ | 0.87 | $ | 0.79 | $ | 2.00 | ||||||
|
Net income available to the Company ’s common shareholders |
$ | 0.87 | $ | 0.79 | $ | 2.00 | ||||||
|
(1) |
The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 3,082,106, 3,490,400 and 5,300,680 stock options that were not dilutive as of December 31, 2017, 2016 and 2015, respectively. |
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Th e Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings.
| 24. | Supplemental Financial Information (Unaudited) : |
The following represents the quarterly results of operations, expressed in thousands except per share amounts, for the years ended December 31, 2017 and 2016:
|
2017 |
||||||||||||||||
|
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
|||||||||||||
|
Revenues from rental properties |
$ | 289,391 | $ | 292,843 | $ | 290,919 | $ | 310,632 | ||||||||
|
Net income attributable to the Company |
$ | 76,733 | $ | 143,416 | $ | 121,030 | $ | 84,566 | ||||||||
|
Net income per common share: |
||||||||||||||||
|
Basic |
$ | 0.15 | $ | 0.31 | $ | 0.24 | $ | 0.17 | ||||||||
|
Diluted |
$ | 0.15 | $ | 0.31 | $ | 0.24 | $ | 0.17 | ||||||||
|
2016 |
||||||||||||||||
|
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
|||||||||||||
|
Revenues from rental properties |
$ | 293,091 | $ | 287,115 | $ | 279,286 | $ | 292,909 | ||||||||
|
Net income attributable to the Company |
$ | 140,713 | $ | 203,409 | $ | (43,545 | ) | $ | 78,273 | |||||||
|
Net income per common share: |
||||||||||||||||
|
Basic |
$ | 0.31 | $ | 0.46 | $ | (0.13 | ) | $ | 0.16 | |||||||
|
Diluted |
$ | 0.31 | $ | 0.46 | $ | (0.13 | ) | $ | 0.16 | |||||||
| 25. | Captive Insurance Company : |
In October 2007, the Company formed a wholly-owned captive insurance company, KIC, which provides general liability insurance coverage for all losses below the deductible under the Company ’s third-party liability insurance policy. The Company created KIC as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate. Like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms.
KIC assumes occurrence basis general liability coverage (not including casualty loss or business interruption) for the Company and its affiliates under the terms of a reinsurance agreement entered into by KIC and the reinsurance provider.
From October 1, 2007 through October 1, 2018, KIC assumes 100% of the first $250,000 per occurrence risk layer. This coverage is subject to annual aggregates ranging between $7.8 million and $11.5 million per policy year. The annual aggregate is adjustable based on the amount of audited square footage of the insureds ’ locations and can be adjusted for subsequent program years. Defense costs erode the stated policy limits. KIC is required to pay the reinsurance provider for unallocated loss adjustment expenses an amount ranging between 8.0% and 12.2% of incurred losses for the policy periods ending September 30, 2008 through September 30, 2018. These amounts do not erode the Company’s per occurrence or aggregate limits.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
As of December 31, 2017 and 2016, the Company maintained a letter of credit in the amount of $23.0 million issued in favor of the reinsurance provider to provide security for the Company’s obligations under its agreement with the reinsurance provider. The letter of credit maintained as of December 31, 2017, has an expiration date of February 15, 2018, with automatic renewals for one year.
Activity in the liability for unpaid losses and loss adjustment expenses for the years ended December 31, 2017 and 2016, is summarized as follows (in thousands):
|
201 7 |
201 6 |
|||||||
|
Balance at the beginning of the year |
$ | 19,515 | $ | 20,046 | ||||
|
Incurred related to: |
||||||||
|
Current year |
5,915 | 6,247 | ||||||
|
Prior years |
(727 | ) | (67 | ) | ||||
|
Total incurred |
5,188 | 6,180 | ||||||
|
Paid related to: |
||||||||
|
Current year |
(742 | ) | (962 | ) | ||||
|
Prior years |
(4,996 | ) | (5,749 | ) | ||||
|
Total paid |
(5,738 | ) | (6,711 | ) | ||||
|
Balance at the end of the year |
$ | 18,965 | $ | 19,515 | ||||
For the years ended December 31, 2017 and 2016, the changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses resulted in a decrease of $0.7 million and an increase of $0.1 million, respectively, which was primarily due to continued regular favorable loss development on the general liability coverage assumed.
KIMCO REALTY CORPORATION AND SUBSIDIARIE S
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For Years Ended December 31, 2017, 2016 and 201 5
(in thousands )
|
Balance at beginning of period |
Charged to expenses |
Adjustments to valuation accounts |
Deductions |
Balance at end of period |
||||||||||||||||
|
Year Ended December 31, 2017 |
||||||||||||||||||||
|
Allowance for uncollectable accounts (1) |
$ | 24,175 | $ | 6,641 | $ | - | $ | (13,750 | ) | $ | 17,066 | |||||||||
|
Allowance for deferred tax asset |
$ | 95,126 | $ | - | $ | (40,971 | ) | $ | - | $ | 54,155 | |||||||||
|
Year Ended December 31, 201 6 |
||||||||||||||||||||
|
Allowance for uncollectable accounts (1) |
$ | 31,820 | $ | 7,982 | $ | - | $ | (15,627 | ) | $ | 24,175 | |||||||||
|
Allowance for deferred tax asset |
$ | 27,905 | $ | - | $ | 67,221 | $ | - | $ | 95,126 | ||||||||||
|
Year Ended December 31, 2015 |
||||||||||||||||||||
|
Allowance for uncollectable accounts (1) |
$ | 32,509 | $ | 11,174 | $ | - | $ | (11,863 | ) | $ | 31,820 | |||||||||
|
Allowance for deferred tax asset |
$ | 34,302 | $ | - | $ | (6,397 | ) | $ | - | $ | 27,905 | |||||||||
(1) Includes allowances on accounts receivable and straight-line rents.
|
KIMCO REALTY CORPORATION AND SUBSIDIARIES |
|||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2017 |
|||||||||||||||||||||||||||||||||||||||||||||
|
INITIAL COST |
COST |
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
CAPTIALIZED SUBSEQUENT |
|
|
TOTAL COST, |
|
|
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|
DESCRIPTION |
State |
LAND |
BUILDING AND IMPROVEMENTS |
TO ACQUISITION (1) |
LAND |
BUILDING AND IMPROVEMENTS |
TOTAL |
ACCUMULATED DEPRECIATION |
NET OF ACCUMULATED DEPRECIATION |
ENCUMBRANCES (2) |
DATE OF ACQUISITION(A) |
DATE OF CONSTRUCTION(C) |
|||||||||||||||||||||||||||||||||
|
SHOPPING CENTERS |
|||||||||||||||||||||||||||||||||||||||||||||
|
DISTRICT AT TUSTIN |
CA |
$106,128,741 | $208,876,066 | $724,025 | $106,128,741 | $209,600,091 | $315,728,832 | $8,983,313 | $306,745,519 | $204,468,426 | 2017 | ||||||||||||||||||||||||||||||||||
|
THE GROVE |
AL |
18,951,763 | 6,403,809 | 3,070,025 | 6,793,454 | 21,632,143 | 28,425,597 | 6,959,991 | 21,465,606 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
TALAVI TOWN CENTER |
AZ |
8,046,677 | 17,291,542 | (25,338,219 | ) | - | - | - | - | - | - | 2007 | |||||||||||||||||||||||||||||||||
|
MESA PAVILIONS NORTH |
AZ |
6,060,018 | 35,955,005 | 867,624 | 6,060,018 | 36,822,629 | 42,882,647 | 8,815,702 | 34,066,945 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
MESA RIVERVIEW |
AZ |
15,000,000 | - | 142,768,268 | 307,992 | 157,460,276 | 157,768,268 | 53,514,318 | 104,253,950 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
MESA PAVILLIONS - SOUTH |
AZ |
- | 148,508 | 100,577 | - | 249,085 | 249,085 | 118,929 | 130,156 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
METRO SQUARE |
AZ |
4,101,017 | 16,410,632 | 1,357,963 | 4,101,017 | 17,768,595 | 21,869,612 | 8,875,277 | 12,994,335 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
HAYDEN PLAZA NORTH |
AZ |
2,015,726 | 4,126,509 | (5,588,937 | ) | 122,085 | 431,213 | 553,298 | 197,517 | 355,781 | - | 1998 | |||||||||||||||||||||||||||||||||
|
PLAZA DEL SOL |
AZ |
5,324,501 | 21,269,943 | 2,030,572 | 4,577,869 | 24,047,147 | 28,625,016 | 8,739,179 | 19,885,837 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
PLAZA AT MOUNTAINSIDE |
AZ |
2,450,341 | 9,802,046 | 2,092,808 | 2,450,341 | 11,894,854 | 14,345,195 | 6,103,826 | 8,241,369 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
VILLAGE CROSSROADS |
AZ |
5,662,554 | 24,981,223 | 688,411 | 5,662,554 | 25,669,634 | 31,332,188 | 4,876,413 | 26,455,775 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
NORTH VALLEY |
AZ |
6,861,564 | 18,200,901 | 6,384,423 | 3,861,272 | 27,585,616 | 31,446,888 | 4,969,361 | 26,477,527 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
CHRISTOWN SPECTRUM |
AZ |
33,831,348 | 91,004,070 | 15,350,895 | 76,638,511 | 63,547,802 | 140,186,313 | 8,849,280 | 131,337,033 | 61,850,278 | 2015 | ||||||||||||||||||||||||||||||||||
|
BELL CAMINO CENTER |
AZ |
2,427,465 | 6,439,065 | 449,983 | 2,427,465 | 6,889,048 | 9,316,513 | 1,826,375 | 7,490,138 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
COLLEGE PARK SHOPPING CENTER |
AZ |
3,276,951 | 7,741,323 | 1,112,006 | 3,276,951 | 8,853,329 | 12,130,280 | 2,316,908 | 9,813,372 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
COSTCO PLAZA - 541 |
CA |
4,995,639 | 19,982,557 | 534,161 | 4,995,639 | 20,516,718 | 25,512,357 | 10,476,795 | 15,035,562 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
BROOKHURST CENTER |
CA |
10,492,714 | 31,357,512 | 838,456 | 22,299,852 | 20,388,830 | 42,688,682 | 1,737,221 | 40,951,461 | - | 2016 | ||||||||||||||||||||||||||||||||||
|
LAKEWOOD PLAZA |
CA |
1,294,176 | 3,669,266 | 50,291 | - | 5,013,733 | 5,013,733 | 1,686,188 | 3,327,545 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
MADISON PLAZA |
CA |
5,874,396 | 23,476,190 | 2,128,333 | 5,874,396 | 25,604,523 | 31,478,919 | 12,534,740 | 18,944,179 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
BROADWAY PLAZA |
CA |
6,460,743 | 25,863,153 | 12,142,497 | 6,460,743 | 38,005,650 | 44,466,393 | 16,786,365 | 27,680,028 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
CORONA HILLS PLAZA |
CA |
13,360,965 | 53,373,453 | 8,024,150 | 13,360,965 | 61,397,603 | 74,758,568 | 32,234,761 | 42,523,807 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
280 METRO CENTER |
CA |
38,734,566 | 94,903,403 | 1,922,348 | 38,734,566 | 96,825,751 | 135,560,317 | 10,563,254 | 124,997,063 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
LABAND VILLAGE SHOPPING CENTER |
CA |
5,600,000 | 13,289,347 | 450,236 | 5,607,237 | 13,732,346 | 19,339,583 | 7,289,456 | 12,050,127 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
CUPERTINO VILLAGE |
CA |
19,886,099 | 46,534,919 | 24,291,806 | 19,886,099 | 70,826,725 | 90,712,824 | 19,498,273 | 71,214,551 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
NORTH COUNTY PLAZA |
CA |
10,205,305 | 28,934,219 | (1,000,334 | ) | 20,894,811 | 17,244,379 | 38,139,190 | 3,159,099 | 34,980,091 | - | 2014 | |||||||||||||||||||||||||||||||||
|
CHICO CROSSROADS |
CA |
9,975,810 | 30,534,524 | 1,363,692 | 9,985,652 | 31,888,374 | 41,874,026 | 9,649,420 | 32,224,606 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
CHICO EAST & ESPLANADE |
CA |
2,508,716 | 12,886,184 | (1,312,383 | ) | 2,508,716 | 11,573,801 | 14,082,517 | 1,046,152 | 13,036,365 | 3,544,259 | 2015 | |||||||||||||||||||||||||||||||||
|
CORONA HILLS MARKETPLACE |
CA |
9,727,446 | 24,778,390 | 703,539 | 9,727,446 | 25,481,929 | 35,209,375 | 8,709,352 | 26,500,023 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
CREEKSIDE CENTER |
CA |
3,870,823 | 11,562,580 | (477,027 | ) | 5,154,061 | 9,802,315 | 14,956,376 | 577,653 | 14,378,723 | - | 2016 | |||||||||||||||||||||||||||||||||
|
GOLD COUNTRY CENTER |
CA |
3,272,212 | 7,864,878 | 29,687 | 3,278,290 | 7,888,487 | 11,166,777 | 3,737,079 | 7,429,698 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
LA MIRADA THEATRE CENTER |
CA |
8,816,741 | 35,259,965 | (3,325,358 | ) | 6,888,680 | 33,862,668 | 40,751,348 | 15,984,250 | 24,767,098 | - | 1998 | |||||||||||||||||||||||||||||||||
|
KENNETH HAHN PLAZA |
CA |
4,114,863 | 7,660,855 | 1,478,281 | 4,114,863 | 9,139,136 | 13,253,999 | 3,158,669 | 10,095,330 | - | 2010 | ||||||||||||||||||||||||||||||||||
|
LA VERNE TOWN CENTER |
CA |
8,414,328 | 23,856,418 | 10,759,800 | 16,362,169 | 26,668,377 | 43,030,546 | 3,263,071 | 39,767,475 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
LINCOLN HILLS TOWN CENTER |
CA |
8,228,587 | 26,127,322 | 132,829 | 8,228,587 | 26,260,151 | 34,488,738 | 3,199,334 | 31,289,404 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
NOVATO FAIR S.C. |
CA |
9,259,778 | 15,599,790 | 997,511 | 9,259,778 | 16,597,301 | 25,857,079 | 6,336,610 | 19,520,469 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
SOUTH NAPA MARKET PLACE |
CA |
1,100,000 | 22,159,086 | 20,615,121 | 23,119,071 | 20,755,136 | 43,874,207 | 10,843,098 | 33,031,109 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
PLAZA DI NORTHRIDGE |
CA |
12,900,000 | 40,574,842 | 1,665,373 | 12,900,000 | 42,240,215 | 55,140,215 | 15,177,905 | 39,962,310 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
LINDA MAR SHPPING CENTER |
CA |
16,548,592 | 37,521,194 | 1,776,093 | 16,548,592 | 39,297,287 | 55,845,879 | 7,472,546 | 48,373,333 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
POWAY CITY CENTRE |
CA |
5,854,585 | 13,792,470 | 8,516,118 | 7,247,814 | 20,915,359 | 28,163,173 | 8,448,941 | 19,714,232 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
REDWOOD CITY PLAZA |
CA |
2,552,000 | 6,215,168 | 5,900,877 | 2,552,000 | 12,116,045 | 14,668,045 | 1,463,911 | 13,204,134 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
STANFORD RANCH |
CA |
10,583,764 | 30,007,231 | 3,430,053 | 9,982,626 | 34,038,422 | 44,021,048 | 3,539,167 | 40,481,881 | 14,191,062 | 2014 | ||||||||||||||||||||||||||||||||||
|
TYLER STREET PLAZA |
CA |
3,020,883 | 7,811,339 | 83,425 | 3,200,516 | 7,715,131 | 10,915,647 | 2,746,206 | 8,169,441 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
CROCKER RANCH |
CA |
7,526,146 | 24,877,611 | 104,542 | 7,526,146 | 24,982,153 | 32,508,299 | 2,355,316 | 30,152,983 | 10,445,001 | 2015 | ||||||||||||||||||||||||||||||||||
|
HOME DEPOT PLAZA |
CA |
4,592,364 | 18,345,257 | - | 4,592,364 | 18,345,257 | 22,937,621 | 9,354,408 | 13,583,213 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
SANTEE TROLLEY SQUARE |
CA |
40,208,683 | 62,963,757 | 292,910 | 40,208,683 | 63,256,667 | 103,465,350 | 15,500,852 | 87,964,498 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
SAN/DIEGO CARMEL MOUNTAIN |
CA |
5,322,600 | 8,873,991 | 121,022 | 5,322,600 | 8,995,013 | 14,317,613 | 2,307,020 | 12,010,593 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
FULTON MARKET PLACE |
CA |
2,966,018 | 6,920,710 | 16,305,019 | 6,518,924 | 19,672,823 | 26,191,747 | 3,192,067 | 22,999,680 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
BLACK MOUNTAIN VILLAGE |
CA |
4,678,015 | 11,913,344 | 756,865 | 4,678,015 | 12,670,209 | 17,348,224 | 4,508,096 | 12,840,128 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
RANCHO PENASQUITOS TOWNE CTR I |
CA |
14,851,595 | 20,342,165 | 247,359 | 14,851,595 | 20,589,524 | 35,441,119 | 2,374,587 | 33,066,532 | 13,884,779 | 2015 | ||||||||||||||||||||||||||||||||||
|
RANCHO PENASQUITOS TWN CTR II |
CA |
12,944,972 | 20,323,961 | 608,243 | 12,944,972 | 20,932,204 | 33,877,176 | 2,445,136 | 31,432,040 | 10,654,756 | 2015 | ||||||||||||||||||||||||||||||||||
|
CITY HEIGHTS |
CA |
10,687,472 | 28,324,896 | (732,313 | ) | 13,908,563 | 24,371,492 | 38,280,055 | 3,404,559 | 34,875,496 | - | 2012 | |||||||||||||||||||||||||||||||||
|
TRUCKEE CROSSROADS |
CA |
2,140,000 | 8,255,753 | 1,619,484 | 2,140,000 | 9,875,237 | 12,015,237 | 5,557,970 | 6,457,267 | 2,074,100 | 2006 | ||||||||||||||||||||||||||||||||||
|
GATEWAY AT DONNER PASS |
CA |
4,515,688 | 8,318,667 | 237,945 | 4,515,688 | 8,556,612 | 13,072,300 | 1,156,392 | 11,915,908 | 2,356,820 | 2015 | ||||||||||||||||||||||||||||||||||
|
WESTLAKE SHOPPING CENTER |
CA |
16,174,307 | 64,818,562 | 100,795,455 | 16,174,307 | 165,614,017 | 181,788,324 | 52,777,883 | 129,010,441 | - | 2002 | ||||||||||||||||||||||||||||||||||
|
LAKEWOOD VILLAGE |
CA |
8,597,100 | 24,374,615 | (1,119,844 | ) | 11,683,364 | 20,168,507 | 31,851,871 | 3,499,437 | 28,352,434 | - | 2014 | |||||||||||||||||||||||||||||||||
|
WHITTWOOD TOWN CENTER |
CA |
57,135,695 | 105,814,560 | 79,752 | 57,137,989 | 105,892,018 | 163,030,007 | 1,408,261 | 161,621,746 | 45,117,369 | 2017 | ||||||||||||||||||||||||||||||||||
|
SAVI RANCH |
CA |
7,295,646 | 29,752,511 | (188,067 | ) | 7,295,646 | 29,564,444 | 36,860,090 | 5,529,067 | 31,331,023 | - | 2012 | |||||||||||||||||||||||||||||||||
|
VILLAGE ON THE PARK |
CO |
2,194,463 | 8,885,987 | 9,895,270 | 3,018,391 | 17,957,329 | 20,975,720 | 7,731,431 | 13,244,289 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
QUINCY PLACE S.C. |
CO |
1,148,317 | 4,608,249 | 1,645,217 | 1,148,317 | 6,253,466 | 7,401,783 | 3,132,940 | 4,268,843 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
EAST BANK S.C. |
CO |
1,500,568 | 6,180,103 | 2,359,399 | 1,500,568 | 8,539,502 | 10,040,070 | 3,945,851 | 6,094,219 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
NORTHRIDGE SHOPPING CENTER |
CO |
4,932,690 | 16,496,175 | 1,865,017 | 8,934,385 | 14,359,497 | 23,293,882 | 2,274,998 | 21,018,884 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
SPRING CREEK S.C. |
CO |
1,423,260 | 5,718,813 | (1,539,783 | ) | 592,896 | 5,009,394 | 5,602,290 | 3,734,127 | 1,868,163 | - | 1998 | |||||||||||||||||||||||||||||||||
|
DENVER WEST 38TH STREET |
CO |
161,167 | 646,983 | 41,853 | 161,167 | 688,836 | 850,003 | 330,384 | 519,619 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
ENGLEWOOD PLAZA |
CO |
805,837 | 3,232,650 | 564,167 | 805,837 | 3,796,817 | 4,602,654 | 1,925,245 | 2,677,409 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
FORT COLLINS S.C. |
CO |
1,253,497 | 7,625,278 | 1,599,608 | 1,253,497 | 9,224,886 | 10,478,383 | 3,882,582 | 6,595,801 | - | 2000 | ||||||||||||||||||||||||||||||||||
|
GREELEY COMMONS |
CO |
3,313,095 | 20,069,559 | 104,137 | 3,313,095 | 20,173,696 | 23,486,791 | 4,108,294 | 19,378,497 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
HIGHLANDS RANCH VILLAGE S.C. |
CO |
8,135,427 | 21,579,936 | (544,584 | ) | 5,337,081 | 23,833,698 | 29,170,779 | 4,184,418 | 24,986,361 | - | 2011 | |||||||||||||||||||||||||||||||||
|
VILLAGE CENTER WEST |
CO |
2,010,519 | 8,361,084 | 203,885 | 2,010,519 | 8,564,969 | 10,575,488 | 1,448,222 | 9,127,266 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
HIGHLANDS RANCH II |
CO |
3,514,837 | 11,755,916 | 354,284 | 3,514,837 | 12,110,200 | 15,625,037 | 2,729,678 | 12,895,359 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
VILLAGE CENTER - HIGHLAND RANCH |
CO |
1,140,000 | 2,660,000 | 277,159 | 1,140,000 | 2,937,159 | 4,077,159 | 184,584 | 3,892,575 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
HERITAGE WEST S.C. |
CO |
1,526,576 | 6,124,074 | 1,702,094 | 1,526,576 | 7,826,168 | 9,352,744 | 3,555,249 | 5,797,495 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
MARKET AT SOUTHPARK |
CO |
9,782,769 | 20,779,522 | 541,956 | 9,782,769 | 21,321,478 | 31,104,247 | 4,557,442 | 26,546,805 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
NEWTOWN S.C. |
CT |
- | 15,635,442 | - | - | 15,635,442 | 15,635,442 | 1,763,731 | 13,871,711 | 7,889,936 | 2014 | ||||||||||||||||||||||||||||||||||
|
WEST FARM SHOPPING CENTER |
CT |
5,805,969 | 23,348,024 | 15,727,758 | 7,585,116 | 37,296,635 | 44,881,751 | 14,349,914 | 30,531,837 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
HAMDEN MART |
CT |
13,668,167 | 40,890,166 | 4,224,199 | 14,225,573 | 44,556,959 | 58,782,532 | 2,984,228 | 55,798,304 | 21,498,278 | 2016 | ||||||||||||||||||||||||||||||||||
|
HOME DEPOT PLAZA |
CT |
7,704,968 | 30,797,640 | 3,061,389 | 7,704,968 | 33,859,029 | 41,563,997 | 14,718,770 | 26,845,227 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
WILTON RIVER PARK SHOPPING CTR |
CT |
7,154,585 | 27,509,279 | (56,109 | ) | 7,154,584 | 27,453,171 | 34,607,755 | 4,329,368 | 30,278,387 | - | 2012 | |||||||||||||||||||||||||||||||||
|
BRIGHT HORIZONS |
CT |
1,211,748 | 4,610,610 | 9,499 | 1,211,748 | 4,620,109 | 5,831,857 | 839,744 | 4,992,113 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
WILTON CAMPUS |
CT |
10,168,872 | 31,893,016 | 317,485 | 10,168,872 | 32,210,501 | 42,379,373 | 7,466,715 | 34,912,658 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
CAMDEN SQUARE |
DE |
122,741 | 66,738 | 4,502,409 | 3,024,375 | 1,667,513 | 4,691,888 | 181,042 | 4,510,846 | - | 2003 | ||||||||||||||||||||||||||||||||||
|
PROMENADE AT CHRISTIANA (3) |
DE |
14,371,686 | - | 18,503,592 | 32,875,278 | - | 32,875,278 | - | 32,875,278 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
BRANDYWINE COMMONS |
DE |
- | 36,057,487 | 1,823,593 | - | 37,881,080 | 37,881,080 | 4,486,979 | 33,394,101 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
CAMINO SQUARE |
FL |
573,875 | 2,295,501 | 2,714,483 | 733,875 | 4,849,984 | 5,583,859 | 3,872,616 | 1,711,243 | - | 1992 | ||||||||||||||||||||||||||||||||||
|
BONITA GRANDE CROSSINGS |
FL |
3,370,941 | 8,179,481 | 234,356 | 3,370,941 | 8,413,837 | 11,784,778 | 993,508 | 10,791,270 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
HOLLYWOOD VIDEO BONITA GRANDE |
FL |
341,958 | 771,935 | - | 341,958 | 771,935 | 1,113,893 | 93,941 | 1,019,952 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
CORAL SQUARE PROMENADE |
FL |
710,000 | 2,842,907 | 4,023,496 | 710,000 | 6,866,403 | 7,576,403 | 3,791,207 | 3,785,196 | - | 1994 | ||||||||||||||||||||||||||||||||||
|
MAPLEWOOD PLAZA |
FL |
1,649,000 | 6,626,301 | 1,306,059 | 1,649,000 | 7,932,360 | 9,581,360 | 3,792,560 | 5,788,800 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
CURLEW CROSSING SHOPPING CTR |
FL |
5,315,955 | 12,529,467 | 2,393,045 | 5,315,955 | 14,922,512 | 20,238,467 | 5,962,584 | 14,275,883 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
SHOPS AT SANTA BARBARA PHASE 1 |
FL |
743,463 | 5,373,994 | 80,505 | 743,463 | 5,454,499 | 6,197,962 | 647,135 | 5,550,827 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
SHOPS AT SANTA BARBARA PHASE 2 |
FL |
331,692 | 2,488,832 | - | 331,692 | 2,488,832 | 2,820,524 | 303,632 | 2,516,892 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
SHOPS AT SANTA BARBARA PHASE 3 |
FL |
329,726 | 2,358,700 | 61,618 | 329,726 | 2,420,318 | 2,750,044 | 276,810 | 2,473,234 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
CORAL POINTE S.C. |
FL |
2,411,608 | 20,507,735 | 213,166 | 2,411,608 | 20,720,901 | 23,132,509 | 2,362,743 | 20,769,766 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
PUBLIX AT ADDISON |
FL |
3,211,156 | 6,747,895 | - | 3,211,156 | 6,747,895 | 9,959,051 | 533,669 | 9,425,382 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
ADDISON CENTER PROF.BUILDING |
FL |
802,789 | 1,310,012 | (61,362 | ) | 802,789 | 1,248,650 | 2,051,439 | 105,019 | 1,946,420 | - | 2015 | |||||||||||||||||||||||||||||||||
|
DANIA POINTE (3) |
FL |
105,113,024 | - | 47,727,558 | 152,840,582 | - | 152,840,582 | - | 152,840,582 | - | 2016 | 2016 | |||||||||||||||||||||||||||||||||
|
FT.LAUDERDALE/CYPRESS CREEK |
FL |
14,258,760 | 28,042,390 | 1,982,805 | 14,258,760 | 30,025,195 | 44,283,955 | 9,170,634 | 35,113,321 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
HOMESTEAD-WACHTEL LAND LEASE |
FL |
150,000 | - | - | 150,000 | - | 150,000 | - | 150,000 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
OAKWOOD PLAZA NORTH |
FL |
35,300,961 | 141,731,019 | 162,764 | 35,300,961 | 141,893,783 | 177,194,744 | 9,869,863 | 167,324,881 | 100,000,000 | 2016 | ||||||||||||||||||||||||||||||||||
|
OAKWOOD PLAZA SOUTH |
FL |
11,126,609 | 40,592,103 | 200,905 | 11,126,609 | 40,793,008 | 51,919,617 | 3,187,414 | 48,732,203 | - | 2016 | ||||||||||||||||||||||||||||||||||
|
OAKWOOD BUSINESS CTR-BLDG 1 |
FL |
6,792,500 | 18,662,565 | 3,065,679 | 6,792,500 | 21,728,244 | 28,520,744 | 6,216,521 | 22,304,223 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
AMELIA CONCOURSE |
FL |
7,600,000 | - | 2,279,068 | 498,680 | 9,380,388 | 9,879,068 | 3,063,630 | 6,815,438 | - | 2003 | ||||||||||||||||||||||||||||||||||
|
KIMCO AVENUES WALK, LLC (3) |
FL |
26,984,546 | - | 21,588,299 | - | 48,572,845 | 48,572,845 | - | 48,572,845 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
AVENUES WALK |
FL |
8,169,933 | 20,173,468 | (18,870,745 | ) | 2,711,057 | 6,761,599 | 9,472,656 | 395,121 | 9,077,535 | - | 2017 | |||||||||||||||||||||||||||||||||
|
DUVAL STATION S.C. |
FL |
1,807,792 | 11,863,692 | 114,840 | 1,807,792 | 11,978,532 | 13,786,324 | 1,244,732 | 12,541,592 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
RIVERPLACE SHOPPING CTR. |
FL |
7,503,282 | 31,011,027 | 1,662,341 | 7,200,050 | 32,976,600 | 40,176,650 | 9,409,835 | 30,766,815 | - | 2010 | ||||||||||||||||||||||||||||||||||
|
MERCHANTS WALK |
FL |
2,580,816 | 10,366,090 | 6,681,476 | 2,580,816 | 17,047,566 | 19,628,382 | 8,173,678 | 11,454,704 | - | 2001 | ||||||||||||||||||||||||||||||||||
|
CENTER AT MISSOURI AVENUE |
FL |
293,686 | 792,119 | 6,291,221 | 293,686 | 7,083,340 | 7,377,026 | 1,647,444 | 5,729,582 | - | 1968 | ||||||||||||||||||||||||||||||||||
|
TRI-CITY PLAZA |
FL |
2,832,296 | 11,329,185 | 20,422,836 | 2,832,296 | 31,752,021 | 34,584,317 | 3,569,889 | 31,014,428 | - | 1992 | ||||||||||||||||||||||||||||||||||
|
FT LAUDERDALE #1, FL |
FL |
1,002,733 | 2,602,415 | 13,141,950 | 1,774,443 | 14,972,655 | 16,747,098 | 9,967,674 | 6,779,424 | - | 1974 | ||||||||||||||||||||||||||||||||||
|
NASA PLAZA |
FL |
- | 1,754,000 | 3,347,355 | - | 5,101,355 | 5,101,355 | 3,941,287 | 1,160,068 | - | 1968 | ||||||||||||||||||||||||||||||||||
|
GROVE GATE S.C. |
FL |
365,893 | 1,049,172 | 792,700 | 365,893 | 1,841,872 | 2,207,765 | 1,567,731 | 640,034 | - | 1968 | ||||||||||||||||||||||||||||||||||
|
CHEVRON OUTPARCEL |
FL |
530,570 | 1,253,410 | - | 530,570 | 1,253,410 | 1,783,980 | 356,499 | 1,427,481 | - | 2010 | ||||||||||||||||||||||||||||||||||
|
IVES DAIRY CROSSING |
FL |
732,914 | 4,080,460 | 11,183,306 | 720,852 | 15,275,828 | 15,996,680 | 9,421,495 | 6,575,185 | - | 1985 | ||||||||||||||||||||||||||||||||||
|
MILLER ROAD S.C. |
FL |
1,138,082 | 4,552,327 | 4,560,187 | 1,138,082 | 9,112,514 | 10,250,596 | 5,883,832 | 4,366,764 | - | 1986 | ||||||||||||||||||||||||||||||||||
|
TRI-CITIES SHOPPING PLAZA |
FL |
1,011,000 | 4,062,890 | 3,202,734 | 1,011,000 | 7,265,624 | 8,276,624 | 796,633 | 7,479,991 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
KENDALE LAKES PLAZA |
FL |
18,491,461 | 28,496,001 | (1,996,609 | ) | 15,362,227 | 29,628,626 | 44,990,853 | 7,300,120 | 37,690,733 | - | 2009 | |||||||||||||||||||||||||||||||||
|
CENTRE OF MERRITT |
FL |
1,806,275 | 9,592,435 | - | 1,806,275 | 9,592,435 | 11,398,710 | 939,539 | 10,459,171 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
MILLER WEST PLAZA |
FL |
6,725,660 | 10,661,419 | 228,663 | 6,725,660 | 10,890,082 | 17,615,742 | 1,159,951 | 16,455,791 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
CORSICA SQUARE S.C. |
FL |
7,225,100 | 10,757,386 | 129,489 | 7,225,100 | 10,886,875 | 18,111,975 | 1,263,335 | 16,848,640 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
FLAGLER PARK |
FL |
26,162,980 | 80,737,041 | 3,628,420 | 26,725,480 | 83,802,961 | 110,528,441 | 22,448,579 | 88,079,862 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
PARK HILL PLAZA |
FL |
10,763,612 | 19,264,248 | 262,118 | 10,763,612 | 19,526,366 | 30,289,978 | 4,215,691 | 26,074,287 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
WINN DIXIE-MIAMI |
FL |
2,989,640 | 9,410,360 | (51,872 | ) | 3,544,297 | 8,803,831 | 12,348,128 | 896,776 | 11,451,352 | - | 2013 | |||||||||||||||||||||||||||||||||
|
MARATHON SHOPPING CENTER |
FL |
2,412,929 | 8,069,450 | 1,045,327 | 1,514,731 | 10,012,975 | 11,527,706 | 1,505,904 | 10,021,802 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
SODO S.C. |
FL |
- | 68,139,271 | 8,516,523 | 142,195 | 76,513,599 | 76,655,794 | 18,774,702 | 57,881,092 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
RENAISSANCE CENTER |
FL |
9,104,379 | 36,540,873 | 14,919,342 | 9,122,758 | 51,441,836 | 60,564,594 | 18,762,491 | 41,802,103 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
MILLENIA PLAZA PHASE II |
FL |
7,711,000 | 20,702,992 | 1,506,264 | 7,698,200 | 22,222,056 | 29,920,256 | 8,248,249 | 21,672,007 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
RIVERSIDE LANDINGS S.C. |
FL |
3,512,202 | 14,439,668 | 276,235 | 3,512,202 | 14,715,903 | 18,228,105 | 1,495,774 | 16,732,331 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
GRAND OAKS VILLAGE |
FL |
7,409,319 | 19,653,869 | (683,921 | ) | 5,846,339 | 20,532,928 | 26,379,267 | 3,936,281 | 22,442,986 | - | 2011 | |||||||||||||||||||||||||||||||||
|
PLANTATION CROSSING |
FL |
2,782,030 | 8,077,260 | 3,606,250 | 2,782,030 | 11,683,510 | 14,465,540 | 351,464 | 14,114,076 | - | 2017 | ||||||||||||||||||||||||||||||||||
|
POMPANO POINTE S.C. |
FL |
10,516,500 | 14,078,456 | 530,900 | 10,516,500 | 14,609,356 | 25,125,856 | 726,848 | 24,399,008 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
UNIVERSITY TOWN CENTER |
FL |
5,515,265 | 13,041,400 | 477,832 | 5,515,265 | 13,519,232 | 19,034,497 | 2,831,595 | 16,202,902 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
PALM BEACH GARDENS |
FL |
2,764,953 | 11,059,812 | 826,309 | 2,764,953 | 11,886,121 | 14,651,074 | 1,776,729 | 12,874,345 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
OAK TREE PLAZA |
FL |
- | 917,360 | 1,562,194 | - | 2,479,554 | 2,479,554 | 1,345,760 | 1,133,794 | - | 1968 | ||||||||||||||||||||||||||||||||||
|
TUTTLEBEE PLAZA |
FL |
254,961 | 828,465 | 1,676,908 | 254,961 | 2,505,373 | 2,760,334 | 1,805,032 | 955,302 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
SOUTH MIAMI S.C. |
FL |
1,280,440 | 5,133,825 | 3,452,430 | 1,280,440 | 8,586,255 | 9,866,695 | 4,492,631 | 5,374,064 | - | 1995 | ||||||||||||||||||||||||||||||||||
|
CARROLLWOOD COMMONS |
FL |
5,220,445 | 16,884,228 | 2,855,466 | 5,220,445 | 19,739,694 | 24,960,139 | 9,563,475 | 15,396,664 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
VILLAGE COMMONS SHOPPING CENT. |
FL |
2,192,331 | 8,774,158 | 4,605,195 | 2,192,331 | 13,379,353 | 15,571,684 | 5,647,685 | 9,923,999 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
MISSION BELL SHOPPING CENTER |
FL |
5,056,426 | 11,843,119 | 8,681,231 | 5,067,033 | 20,513,743 | 25,580,776 | 6,924,869 | 18,655,907 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
VILLAGE COMMONS S.C. |
FL |
2,026,423 | 5,106,476 | 2,031,564 | 2,026,423 | 7,138,040 | 9,164,463 | 1,408,765 | 7,755,698 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
BELMART PLAZA |
FL |
1,656,097 | 3,394,420 | 5,648,437 | 1,656,097 | 9,042,857 | 10,698,954 | 665,211 | 10,033,743 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
MARKET AT HAYNES BRIDGE |
GA |
4,880,659 | 21,549,424 | 1,168,508 | 4,889,863 | 22,708,728 | 27,598,591 | 7,296,311 | 20,302,280 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
EMBRY VILLAGE |
GA |
18,147,054 | 33,009,514 | 1,143,200 | 18,160,525 | 34,139,243 | 52,299,768 | 24,236,617 | 28,063,151 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
PERIMETER EXPO PROPERTY |
GA |
14,770,275 | 44,295,457 | (867,262 | ) | 16,142,152 | 42,056,318 | 58,198,470 | 2,323,047 | 55,875,423 | - | 2016 | |||||||||||||||||||||||||||||||||
|
RIVERWALK MARKETPLACE |
GA |
3,512,202 | 18,862,571 | (25,121 | ) | 3,512,202 | 18,837,450 | 22,349,652 | 1,407,453 | 20,942,199 | - | 2015 | |||||||||||||||||||||||||||||||||
|
VILLAGE SHOPPES-FLOWERY BRANCH |
GA |
4,444,148 | 10,510,657 | 361,219 | 4,444,148 | 10,871,876 | 15,316,024 | 2,865,087 | 12,450,937 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
LAWRENCEVILLE MARKET |
GA |
8,878,266 | 29,691,191 | 297,965 | 9,060,436 | 29,806,986 | 38,867,422 | 5,116,031 | 33,751,391 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
FIVE FORKS CROSSING |
GA |
2,363,848 | 7,906,257 | 391,047 | 2,363,848 | 8,297,304 | 10,661,152 | 1,801,564 | 8,859,588 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
BRAELINN VILLAGE |
GA |
7,314,719 | 20,738,792 | 1,684,923 | 6,342,926 | 23,395,508 | 29,738,434 | 2,948,266 | 26,790,168 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
SAVANNAH CENTER |
GA |
2,052,270 | 8,232,978 | 4,034,349 | 2,052,270 | 12,267,327 | 14,319,597 | 6,940,835 | 7,378,762 | - | 1993 | ||||||||||||||||||||||||||||||||||
|
CHATHAM PLAZA |
GA |
13,390,238 | 35,115,882 | 969,942 | 13,403,262 | 36,072,800 | 49,476,062 | 12,411,308 | 37,064,754 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
CLIVE PLAZA |
IA |
500,525 | 2,002,101 | - | 500,525 | 2,002,101 | 2,502,626 | 1,125,113 | 1,377,513 | - | 1996 | ||||||||||||||||||||||||||||||||||
|
DUBUQUE CENTER |
IA |
- | 2,152,476 | 239,217 | - | 2,391,693 | 2,391,693 | 1,778,184 | 613,509 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
87TH STREET CENTER |
IL |
- | 2,687,046 | 11,446,720 | 6,992,648 | 7,141,118 | 14,133,766 | 2,620,820 | 11,512,946 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
ELSTON CHICAGO |
IL |
1,010,374 | 5,692,212 | 498,828 | 1,010,374 | 6,191,040 | 7,201,414 | 2,930,108 | 4,271,306 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
DOWNERS PARK PLAZA |
IL |
2,510,455 | 10,164,494 | 2,025,382 | 2,510,455 | 12,189,876 | 14,700,331 | 5,738,993 | 8,961,338 | - | 1999 | ||||||||||||||||||||||||||||||||||
|
DOWNERS PARK PLAZA |
IL |
811,778 | 4,322,956 | 3,475,523 | 811,778 | 7,798,479 | 8,610,257 | 3,908,642 | 4,701,615 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
TOWN & COUNTRY S.C. |
IL |
842,555 | 2,108,674 | 3,902,011 | 500,927 | 6,352,313 | 6,853,240 | 4,456,553 | 2,396,687 | - | 1972 | ||||||||||||||||||||||||||||||||||
|
FAIRVIEW CITY CENTRE |
IL |
- | 11,866,880 | 16,189,869 | 1,900,000 | 26,156,749 | 28,056,749 | 2,424,561 | 25,632,188 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
PLAZA DEL PRADO |
IL |
10,203,960 | 28,409,786 | 1,032,958 | 10,203,960 | 29,442,744 | 39,646,704 | 2,027,639 | 37,619,065 | - | 2017 | ||||||||||||||||||||||||||||||||||
|
SHOPS AT KILDEER |
IL |
5,259,542 | 28,141,501 | 2,673,272 | 5,259,542 | 30,814,773 | 36,074,315 | 5,575,517 | 30,498,798 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
MOUNT PROSPECT CENTER |
IL |
1,017,345 | 6,572,176 | 4,100,013 | 1,017,345 | 10,672,189 | 11,689,534 | 6,096,302 | 5,593,232 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
MUNDELEIN SHOPPING CENTER |
IL |
1,127,720 | 5,826,129 | (2,606,024 | ) | 366,184 | 3,981,641 | 4,347,825 | 2,954,890 | 1,392,935 | - | 1998 | |||||||||||||||||||||||||||||||||
|
OAK LAWN CENTER |
IL |
1,530,111 | 8,776,631 | 709,090 | 1,530,111 | 9,485,721 | 11,015,832 | 4,920,379 | 6,095,453 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
22ND STREET PLAZA |
IL |
1,527,188 | 8,679,108 | 4,880,654 | 1,527,188 | 13,559,762 | 15,086,950 | 5,954,279 | 9,132,671 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
SKOKIE POINTE |
IL |
- | 2,276,360 | 9,564,305 | 2,628,440 | 9,212,225 | 11,840,665 | 3,925,602 | 7,915,063 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
HAWTHORN HILLS SQUARE |
IL |
6,783,928 | 33,033,624 | 2,814,620 | 6,783,928 | 35,848,244 | 42,632,172 | 6,962,156 | 35,670,016 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
WOODGROVE FESTIVAL |
IL |
5,049,149 | 20,822,993 | 5,345,619 | 4,805,866 | 26,411,895 | 31,217,761 | 13,423,088 | 17,794,673 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
GROVE PARCEL |
IL |
907,291 | 2,240,810 | 134,130 | 907,291 | 2,374,940 | 3,282,231 | 307,428 | 2,974,803 | - | 2016 | ||||||||||||||||||||||||||||||||||
|
WOODRIDGE PAD |
IL |
702,757 | 1,746,223 | - | 702,757 | 1,746,223 | 2,448,980 | 136,201 | 2,312,779 | - | 2016 | ||||||||||||||||||||||||||||||||||
|
GREENWOOD S.C. |
IN |
423,371 | 1,883,421 | 12,488,773 | 1,640,748 | 13,154,817 | 14,795,565 | 7,376,514 | 7,419,051 | - | 1970 | ||||||||||||||||||||||||||||||||||
|
SOUTH PARK S.C. |
KY |
1,675,031 | 6,848,209 | 6,546,359 | 1,551,079 | 13,518,520 | 15,069,599 | 8,250,684 | 6,818,915 | - | 1993 | ||||||||||||||||||||||||||||||||||
|
ABINGTON PLAZA |
MA |
10,457,183 | 494,652 | - | 10,457,183 | 494,652 | 10,951,835 | 122,964 | 10,828,871 | 3,990,344 | 2014 | ||||||||||||||||||||||||||||||||||
|
WASHINGTON ST.PLAZA |
MA |
11,007,593 | 5,652,368 | 8,961,280 | 12,957,593 | 12,663,648 | 25,621,241 | 1,482,715 | 24,138,526 | 5,733,076 | 2014 | ||||||||||||||||||||||||||||||||||
|
MEMORIAL PLAZA |
MA |
16,411,388 | 27,553,908 | 743,083 | 16,411,388 | 28,296,991 | 44,708,379 | 3,059,584 | 41,648,795 | 15,809,216 | 2014 | ||||||||||||||||||||||||||||||||||
|
MAIN ST. PLAZA |
MA |
555,898 | 2,139,494 | - | 555,898 | 2,139,494 | 2,695,392 | 296,143 | 2,399,249 | 1,324,212 | 2014 | ||||||||||||||||||||||||||||||||||
|
MORRISSEY PLAZA |
MA |
4,097,251 | 3,751,068 | - | 4,097,251 | 3,751,068 | 7,848,319 | 695,001 | 7,153,318 | 3,033,988 | 2014 | ||||||||||||||||||||||||||||||||||
|
GLENDALE SQUARE |
MA |
4,698,891 | 7,141,090 | 276,270 | 4,698,891 | 7,417,360 | 12,116,251 | 1,140,566 | 10,975,685 | 5,474,019 | 2014 | ||||||||||||||||||||||||||||||||||
|
FALMOUTH PLAZA |
MA |
2,361,071 | 13,065,817 | 847,281 | 2,361,071 | 13,913,098 | 16,274,169 | 1,696,974 | 14,577,195 | 7,703,065 | 2014 | ||||||||||||||||||||||||||||||||||
|
WAVERLY PLAZA |
MA |
1,215,005 | 3,622,911 | 60,809 | 1,203,205 | 3,695,520 | 4,898,725 | 611,406 | 4,287,319 | 2,231,974 | 2014 | ||||||||||||||||||||||||||||||||||
|
FESTIVAL OF HYANNIS S.C. |
MA |
15,038,197 | 40,682,853 | 1,488,072 | 15,038,197 | 42,170,925 | 57,209,122 | 7,155,488 | 50,053,634 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
FELLSWAY PLAZA |
MA |
5,300,388 | 11,013,543 | 127,563 | 5,300,388 | 11,141,106 | 16,441,494 | 1,536,348 | 14,905,146 | 6,535,377 | 2014 | ||||||||||||||||||||||||||||||||||
|
DEL ALBA PLAZA |
MA |
3,163,033 | 8,967,874 | 19,995 | 3,163,033 | 8,987,869 | 12,150,902 | 908,085 | 11,242,817 | 7,628,034 | 2014 | ||||||||||||||||||||||||||||||||||
|
NORTH QUINCY PLAZA |
MA |
6,332,542 | 17,954,110 | (991,929 | ) | 3,894,436 | 19,400,287 | 23,294,723 | 2,035,103 | 21,259,620 | - | 2014 | |||||||||||||||||||||||||||||||||
|
ADAMS PLAZA |
MA |
2,089,363 | 3,226,648 | (40,155 | ) | 2,089,363 | 3,186,493 | 5,275,856 | 391,361 | 4,884,495 | 1,813,396 | 2014 | |||||||||||||||||||||||||||||||||
|
BROADWAY PLAZA |
MA |
6,485,065 | 343,422 | - | 6,485,065 | 343,422 | 6,828,487 | 92,703 | 6,735,784 | 2,782,925 | 2014 | ||||||||||||||||||||||||||||||||||
|
VINNIN SQUARE PLAZA |
MA |
5,545,425 | 16,324,060 | (150,434 | ) | 5,545,425 | 16,173,626 | 21,719,051 | 2,699,267 | 19,019,784 | 8,834,315 | 2014 | |||||||||||||||||||||||||||||||||
|
PARADISE PLAZA |
MA |
4,183,038 | 12,194,885 | 1,151,422 | 4,183,038 | 13,346,307 | 17,529,345 | 2,027,671 | 15,501,674 | 8,537,656 | 2014 | ||||||||||||||||||||||||||||||||||
|
BELMONT PLAZA |
MA |
11,104,983 | 848,844 | - | 11,104,983 | 848,844 | 11,953,827 | 154,335 | 11,799,492 | 5,044,171 | 2014 | ||||||||||||||||||||||||||||||||||
|
VINNIN SQUARE IN-LINE |
MA |
582,228 | 2,094,560 | (38,716 | ) | 582,228 | 2,055,844 | 2,638,072 | 234,248 | 2,403,824 | - | 2014 | |||||||||||||||||||||||||||||||||
|
LINDEN PLAZA |
MA |
4,628,215 | 3,535,431 | 655,320 | 4,628,215 | 4,190,751 | 8,818,966 | 759,317 | 8,059,649 | 3,418,968 | 2014 | ||||||||||||||||||||||||||||||||||
|
NORTH AVE. PLAZA |
MA |
1,163,875 | 1,194,673 | 15,933 | 1,163,875 | 1,210,606 | 2,374,481 | 205,892 | 2,168,589 | 869,967 | 2014 | ||||||||||||||||||||||||||||||||||
|
WASHINGTON ST. S.C. |
MA |
7,380,918 | 9,987,119 | 1,786,055 | 7,380,918 | 11,773,174 | 19,154,092 | 1,233,520 | 17,920,572 | 6,053,938 | 2014 | ||||||||||||||||||||||||||||||||||
|
MILL ST. PLAZA |
MA |
4,195,024 | 6,203,410 | 136,079 | 4,195,024 | 6,339,489 | 10,534,513 | 914,061 | 9,620,452 | 3,958,596 | 2014 | ||||||||||||||||||||||||||||||||||
|
FULLERTON PLAZA |
MD |
14,237,901 | 6,743,980 | 524,940 | 14,237,901 | 7,268,920 | 21,506,821 | 1,006,841 | 20,499,980 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
GREENBRIER S.C. |
MD |
8,891,468 | 30,304,760 | 149,632 | 8,891,468 | 30,454,392 | 39,345,860 | 3,668,094 | 35,677,766 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
INGLESIDE S.C. |
MD |
10,416,726 | 17,889,235 | (2,058 | ) | 10,416,726 | 17,887,177 | 28,303,903 | 2,712,912 | 25,590,991 | - | 2014 | |||||||||||||||||||||||||||||||||
|
ROLLING ROAD PLAZA |
MD |
2,510,395 | 11,930,217 | (4,309,151 | ) | 1,694,305 | 8,437,156 | 10,131,461 | 1,239,336 | 8,892,125 | - | 2015 | |||||||||||||||||||||||||||||||||
|
SECURITY SQUARE SHOPPING CTR. |
MD |
5,342,463 | 15,147,024 | (3,326,568 | ) | 4,550,533 | 12,612,386 | 17,162,919 | 1,779,927 | 15,382,992 | - | 2014 | |||||||||||||||||||||||||||||||||
|
WILKENS BELTWAY PLAZA |
MD |
9,948,235 | 22,125,942 | 280,251 | 9,948,235 | 22,406,193 | 32,354,428 | 5,095,879 | 27,258,549 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
YORK ROAD PLAZA |
MD |
4,276,715 | 37,205,757 | 80,167 | 4,276,715 | 37,285,924 | 41,562,639 | 4,110,990 | 37,451,649 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
PUTTY HILL PLAZA |
MD |
4,192,152 | 11,112,111 | 555,260 | 4,192,152 | 11,667,371 | 15,859,523 | 2,728,389 | 13,131,134 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
SNOWDEN SQUARE S.C. |
MD |
1,929,402 | 4,557,934 | 5,155,349 | 3,326,422 | 8,316,263 | 11,642,685 | 1,577,155 | 10,065,530 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
COLUMBIA CROSSING |
MD |
3,612,550 | 34,344,509 | 336,277 | 3,612,550 | 34,680,786 | 38,293,336 | 3,391,814 | 34,901,522 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
DORSEY'S SEARCH VILLAGE CENTER |
MD |
6,321,963 | 27,996,087 | 83,766 | 6,321,963 | 28,079,853 | 34,401,816 | 2,501,718 | 31,900,098 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
HICKORY RIDGE |
MD |
7,183,646 | 26,947,776 | 486,138 | 7,183,646 | 27,433,914 | 34,617,560 | 3,037,925 | 31,579,635 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
HICKORY RIDGE (SUNOCO) |
MD |
543,197 | 2,122,234 | - | 543,197 | 2,122,234 | 2,665,431 | 266,003 | 2,399,428 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
KINGS CONTRIVANCE |
MD |
9,308,349 | 31,759,940 | 503,400 | 9,308,349 | 32,263,340 | 41,571,689 | 3,907,886 | 37,663,803 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
HARPER'S CHOICE |
MD |
8,429,284 | 18,373,994 | 434,377 | 8,429,284 | 18,808,371 | 27,237,655 | 2,194,028 | 25,043,627 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
WILDE LAKE |
MD |
1,468,038 | 5,869,862 | 25,718,069 | 2,577,073 | 30,478,896 | 33,055,969 | 8,989,662 | 24,066,307 | - | 2002 | ||||||||||||||||||||||||||||||||||
|
RIVERHILL VILLAGE CENTER |
MD |
16,825,496 | 23,282,222 | 171,904 | 16,825,496 | 23,454,126 | 40,279,622 | 4,064,952 | 36,214,670 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
OLD BRANCH PLAZA |
MD |
39,779 | 130,716 | 2,117,165 | 121,747 | 2,165,913 | 2,287,660 | 431,151 | 1,856,509 | - | 2003 | ||||||||||||||||||||||||||||||||||
|
COLUMBIA CROSSING OUTPARCELS |
MD |
1,279,200 | 2,870,800 | 19,241,721 | 6,147,248 | 17,244,473 | 23,391,721 | 2,576,298 | 20,815,423 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
COLUMBIA CROSSING II SHOP.CTR. |
MD |
3,137,628 | 19,868,075 | 2,632,554 | 3,137,628 | 22,500,629 | 25,638,257 | 4,218,320 | 21,419,937 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
SHOPS AT DISTRICT HEIGHTS |
MD |
8,165,638 | 21,970,661 | (1,272,892 | ) | 7,298,215 | 21,565,192 | 28,863,407 | 1,442,361 | 27,421,046 | 13,604,533 | 2015 | |||||||||||||||||||||||||||||||||
|
ENCHANTED FOREST S.C. |
MD |
20,123,946 | 34,345,102 | 400,985 | 20,123,946 | 34,746,087 | 54,870,033 | 5,046,478 | 49,823,555 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
SHOPPES AT EASTON |
MD |
6,523,713 | 16,402,204 | (2,576,752 | ) | 5,687,500 | 14,661,665 | 20,349,165 | 2,061,372 | 18,287,793 | - | 2014 | |||||||||||||||||||||||||||||||||
|
VILLAGES AT URBANA |
MD |
3,190,074 | 6,067 | 18,075,503 | 4,828,774 | 16,442,870 | 21,271,644 | 1,717,904 | 19,553,740 | - | 2003 | ||||||||||||||||||||||||||||||||||
|
GAITHERSBURG S.C. |
MD |
244,890 | 6,787,534 | 1,549,116 | 244,890 | 8,336,650 | 8,581,540 | 3,411,441 | 5,170,099 | - | 1999 | ||||||||||||||||||||||||||||||||||
|
KENTLANDS MARKET SQUARE |
MD |
20,167,048 | 84,615,052 | 359,626 | 20,167,048 | 84,974,678 | 105,141,726 | 6,980,403 | 98,161,323 | 33,484,213 | 2016 | ||||||||||||||||||||||||||||||||||
|
SHAWAN PLAZA |
MD |
4,466,000 | 20,222,367 | (571,103 | ) | 4,466,000 | 19,651,264 | 24,117,264 | 11,145,763 | 12,971,501 | 2,998,379 | 2008 | |||||||||||||||||||||||||||||||||
|
LAUREL PLAZA |
MD |
349,562 | 1,398,250 | 4,277,983 | 1,571,288 | 4,454,507 | 6,025,795 | 1,904,201 | 4,121,594 | - | 1995 | ||||||||||||||||||||||||||||||||||
|
LAUREL PLAZA |
MD |
274,580 | 1,100,968 | 173,969 | 274,580 | 1,274,937 | 1,549,517 | 1,173,495 | 376,022 | - | 1972 | ||||||||||||||||||||||||||||||||||
|
MILL STATION THEATER/RSTRNTS (3) |
MD |
23,378,543 | 1,089,760 | 25,751,974 | 49,084,509 | 1,135,768 | 50,220,277 | 119,049 | 50,101,228 | - | 2015 | 2016 | |||||||||||||||||||||||||||||||||
|
CENTRE COURT-RETAIL/BANK |
MD |
1,035,359 | 7,785,830 | 65,996 | 1,035,359 | 7,851,826 | 8,887,185 | 1,332,233 | 7,554,952 | 1,705,341 | 2011 | ||||||||||||||||||||||||||||||||||
|
CENTRE COURT-GIANT |
MD |
3,854,099 | 12,769,628 | - | 3,854,099 | 12,769,628 | 16,623,727 | 2,396,262 | 14,227,465 | 5,827,854 | 2011 | ||||||||||||||||||||||||||||||||||
|
CENTRE COURT-OLD COURT/COURTYD |
MD |
2,279,177 | 5,284,577 | (177 | ) | 2,279,177 | 5,284,400 | 7,563,577 | 1,037,897 | 6,525,680 | - | 2011 | |||||||||||||||||||||||||||||||||
|
RADCLIFFE CENTER |
MD |
12,042,713 | 21,187,946 | - | 12,042,713 | 21,187,946 | 33,230,659 | 2,746,518 | 30,484,141 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
TIMONIUM CROSSING |
MD |
2,525,377 | 14,862,817 | 540,195 | 2,525,377 | 15,403,012 | 17,928,389 | 2,144,459 | 15,783,930 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
TIMONIUM SQUARE |
MD |
6,000,000 | 24,282,998 | 14,432,527 | 7,331,195 | 37,384,330 | 44,715,525 | 15,963,855 | 28,751,670 | - | 2003 | ||||||||||||||||||||||||||||||||||
|
TOWSON PLACE |
MD |
43,886,876 | 101,764,931 | 1,168,691 | 43,270,792 | 103,549,706 | 146,820,498 | 19,056,834 | 127,763,664 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
WHITE LAKE COMMONS |
MI |
2,300,050 | 9,249,607 | 2,569,183 | 2,300,050 | 11,818,790 | 14,118,840 | 6,805,501 | 7,313,339 | - | 1996 | ||||||||||||||||||||||||||||||||||
|
DOWNTOWN FARMINGTON CENTER |
MI |
1,098,426 | 4,525,723 | 5,620,128 | 1,098,426 | 10,145,851 | 11,244,277 | 3,285,643 | 7,958,634 | - | 1993 | ||||||||||||||||||||||||||||||||||
|
CENTURY PLAZA |
MI |
178,785 | 925,818 | 893,501 | 178,785 | 1,819,319 | 1,998,104 | 1,391,481 | 606,623 | - | 1968 | ||||||||||||||||||||||||||||||||||
|
CROSS CREEK S.C. |
MI |
1,451,397 | 5,806,263 | 653,261 | 1,451,397 | 6,459,524 | 7,910,921 | 3,862,120 | 4,048,801 | - | 1993 | ||||||||||||||||||||||||||||||||||
|
GREEN ORCHARD SHOPPING CENTER |
MI |
3,682,478 | 14,730,060 | 5,961,459 | 3,682,478 | 20,691,519 | 24,373,997 | 10,568,412 | 13,805,585 | - | 1993 | ||||||||||||||||||||||||||||||||||
|
THE FOUNTAINS AT ARBOR LAKES |
MN |
28,585,296 | 66,699,024 | 13,518,386 | 29,485,296 | 79,317,410 | 108,802,706 | 27,021,705 | 81,781,001 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
ROSEVILLE PLAZA |
MN |
132,842 | 957,340 | 9,881,853 | 1,675,667 | 9,296,368 | 10,972,035 | 1,826,063 | 9,145,972 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
CREVE COUER SHOPPING CENTER |
MO |
1,044,598 | 5,475,623 | 1,095,602 | 960,814 | 6,655,009 | 7,615,823 | 3,135,156 | 4,480,667 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
KIRKWOOD CROSSING |
MO |
- | 9,704,005 | 14,520,796 | - | 24,224,801 | 24,224,801 | 15,172,754 | 9,052,047 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
LEMAY S.C. |
MO |
125,879 | 503,510 | 3,673,917 | 451,155 | 3,852,151 | 4,303,306 | 1,562,794 | 2,740,512 | - | 1974 | ||||||||||||||||||||||||||||||||||
|
GRAVOIS PLAZA |
MO |
1,032,416 | 4,455,514 | 11,398,264 | 1,032,413 | 15,853,781 | 16,886,194 | 9,612,922 | 7,273,272 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
PRIMROSE MARKET PLACE |
MO |
2,745,595 | 10,985,778 | 8,738,775 | 2,904,022 | 19,566,126 | 22,470,148 | 10,835,691 | 11,634,457 | - | 1994 | ||||||||||||||||||||||||||||||||||
|
PRIMROSE MARKETPLACE |
MO |
905,674 | 3,666,386 | 5,324,000 | 905,674 | 8,990,386 | 9,896,060 | 3,457,177 | 6,438,883 | - | 2002 | ||||||||||||||||||||||||||||||||||
|
CENTER POINT S.C. |
MO |
- | 550,204 | - | - | 550,204 | 550,204 | 423,712 | 126,492 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
KINGS HIGHWAY S.C. |
MO |
809,087 | 4,430,514 | 2,776,341 | 809,087 | 7,206,855 | 8,015,942 | 3,564,339 | 4,451,603 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
OVERLAND CROSSING |
MO |
- | 4,928,677 | 740,346 | - | 5,669,023 | 5,669,023 | 3,479,162 | 2,189,861 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
CAVE SPRINGS S.C. |
MO |
1,182,194 | 7,423,459 | 7,112,686 | 1,563,694 | 14,154,645 | 15,718,339 | 10,368,503 | 5,349,836 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
WOODLAWN MARKETPLACE |
NC |
919,251 | 3,570,981 | 2,740,450 | 919,251 | 6,311,431 | 7,230,682 | 3,476,390 | 3,754,292 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
TYVOLA SQUARE |
NC |
- | 4,736,345 | 7,612,562 | - | 12,348,907 | 12,348,907 | 9,299,343 | 3,049,564 | - | 1986 | ||||||||||||||||||||||||||||||||||
|
CROSSROADS PLAZA |
NC |
767,864 | 3,098,881 | 1,233,350 | 767,864 | 4,332,231 | 5,100,095 | 1,744,160 | 3,355,935 | - | 2000 | ||||||||||||||||||||||||||||||||||
|
JETTON VILLAGE SHOPPES |
NC |
3,875,224 | 10,292,231 | 444,020 | 2,143,695 | 12,467,780 | 14,611,475 | 2,121,243 | 12,490,232 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
MOUNTAIN ISLAND MARKETPLACE |
NC |
3,318,587 | 7,331,413 | 749,369 | 3,818,587 | 7,580,782 | 11,399,369 | 1,452,069 | 9,947,300 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
WOODLAWN SHOPPING CENTER |
NC |
2,010,725 | 5,833,626 | 1,691,133 | 2,010,725 | 7,524,759 | 9,535,484 | 1,204,350 | 8,331,134 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
CROSSROADS PLAZA |
NC |
13,405,529 | 86,455,763 | (198,549 | ) | 13,405,529 | 86,257,214 | 99,662,743 | 13,895,239 | 85,767,504 | - | 2014 | |||||||||||||||||||||||||||||||||
|
QUAIL CORNERS |
NC |
7,318,321 | 26,675,644 | 1,361,806 | 7,318,321 | 28,037,450 | 35,355,771 | 3,168,511 | 32,187,260 | 16,323,912 | 2014 | ||||||||||||||||||||||||||||||||||
|
OAKCREEK VILLAGE |
NC |
1,882,800 | 7,551,576 | (9,434,376 | ) | - | - | - | - | - | - | 1996 | |||||||||||||||||||||||||||||||||
|
DAVIDSON COMMONS |
NC |
2,978,533 | 12,859,867 | 633,088 | 2,978,533 | 13,492,955 | 16,471,488 | 2,287,031 | 14,184,457 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
PARK PLACE SC |
NC |
5,461,478 | 16,163,494 | (484,835 | ) | 5,469,809 | 15,670,328 | 21,140,137 | 6,444,538 | 14,695,599 | - | 2008 | |||||||||||||||||||||||||||||||||
|
MOORESVILLE CROSSING |
NC |
12,013,727 | 30,604,173 | 193,886 | 11,625,801 | 31,185,985 | 42,811,786 | 11,327,237 | 31,484,549 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
PLEASANT VALLEY PROMENADE |
NC |
5,208,885 | 20,885,792 | 13,481,663 | 5,208,885 | 34,367,455 | 39,576,340 | 19,878,739 | 19,697,601 | - | 1993 | ||||||||||||||||||||||||||||||||||
|
BRENNAN STATION |
NC |
7,749,751 | 20,556,891 | (637,688 | ) | 6,321,923 | 21,347,031 | 27,668,954 | 5,245,854 | 22,423,100 | - | 2011 | |||||||||||||||||||||||||||||||||
|
BRENNAN STATION OUTPARCEL |
NC |
627,906 | 1,665,576 | (162,856 | ) | 450,232 | 1,680,394 | 2,130,626 | 333,323 | 1,797,303 | - | 2011 | |||||||||||||||||||||||||||||||||
|
CLOVERDALE PLAZA |
NC |
540,667 | 719,655 | 6,293,580 | 540,667 | 7,013,235 | 7,553,902 | 3,506,463 | 4,047,439 | - | 1969 | ||||||||||||||||||||||||||||||||||
|
WEBSTER SQUARE |
NH |
11,683,145 | 41,708,383 | 5,103,293 | 11,683,145 | 46,811,676 | 58,494,821 | 6,511,086 | 51,983,735 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
WEBSTER SQUARE - DSW |
NH |
1,346,391 | 3,638,397 | 124,707 | 1,346,391 | 3,763,104 | 5,109,495 | 48,056 | 5,061,439 | - | 2017 | ||||||||||||||||||||||||||||||||||
|
WEBSTER SQUARE NORTH |
NH |
2,163,138 | 6,511,424 | 3,574 | 2,163,138 | 6,514,998 | 8,678,136 | 577,393 | 8,100,743 | - | 2016 | ||||||||||||||||||||||||||||||||||
|
ROCKINGHAM PLAZA |
NH |
2,660,915 | 10,643,660 | 15,108,605 | 3,148,715 | 25,264,465 | 28,413,180 | 12,080,600 | 16,332,580 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
SHOP RITE PLAZA |
NJ |
2,417,583 | 6,364,094 | 1,646,439 | 2,417,583 | 8,010,533 | 10,428,116 | 7,207,932 | 3,220,184 | - | 1985 | ||||||||||||||||||||||||||||||||||
|
MARLTON PLAZA |
NJ |
- | 4,318,534 | 105,215 | - | 4,423,749 | 4,423,749 | 2,376,127 | 2,047,622 | - | 1996 | ||||||||||||||||||||||||||||||||||
|
HILLVIEW SHOPPING CENTER |
NJ |
16,007,647 | 32,607,423 | (1,255,385 | ) | 16,007,647 | 31,352,038 | 47,359,685 | 4,765,750 | 42,593,935 | - | 2014 | |||||||||||||||||||||||||||||||||
|
GARDEN STATE PAVILIONS |
NJ |
7,530,709 | 10,801,949 | 20,648,695 | 12,203,841 | 26,777,512 | 38,981,353 | 6,391,860 | 32,589,493 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
CLARK SHOPRITE 70 CENTRAL AVE |
NJ |
3,496,673 | 11,693,769 | 994,829 | 13,959,593 | 2,225,678 | 16,185,271 | 678,560 | 15,506,711 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
COMMERCE CENTER WEST |
NJ |
385,760 | 1,290,080 | 160,534 | 793,595 | 1,042,779 | 1,836,374 | 236,451 | 1,599,923 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
COMMERCE CENTER EAST |
NJ |
1,518,930 | 5,079,690 | 1,753,865 | 7,235,196 | 1,117,289 | 8,352,485 | 355,825 | 7,996,660 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
CENTRAL PLAZA |
NJ |
3,170,465 | 10,602,845 | (52,188 | ) | 5,145,167 | 8,575,955 | 13,721,122 | 1,835,056 | 11,886,066 | - | 2013 | |||||||||||||||||||||||||||||||||
|
EAST WINDSOR VILLAGE |
NJ |
9,335,011 | 23,777,978 | 112,050 | 9,335,011 | 23,890,028 | 33,225,039 | 6,110,077 | 27,114,962 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
HOLMDEL TOWNE CENTER |
NJ |
10,824,624 | 43,301,494 | 9,397,795 | 10,824,624 | 52,699,289 | 63,523,913 | 19,878,655 | 43,645,258 | - | 2002 | ||||||||||||||||||||||||||||||||||
|
COMMONS AT HOLMDEL |
NJ |
16,537,556 | 38,759,952 | 3,475,560 | 16,537,556 | 42,235,512 | 58,773,068 | 16,945,466 | 41,827,602 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
PLAZA AT HILLSDALE |
NJ |
7,601,596 | 6,994,196 | 1,432,319 | 7,601,596 | 8,426,515 | 16,028,111 | 1,088,251 | 14,939,860 | 5,836,506 | 2014 | ||||||||||||||||||||||||||||||||||
|
MAPLE SHADE |
NJ |
- | 9,957,611 | (845,233 | ) | - | 9,112,378 | 9,112,378 | 1,084,452 | 8,027,926 | - | 2009 | |||||||||||||||||||||||||||||||||
|
PLAZA AT SHORT HILLS |
NJ |
20,155,471 | 11,061,984 | 501,894 | 20,155,471 | 11,563,878 | 31,719,349 | 1,955,992 | 29,763,357 | 9,362,130 | 2014 | ||||||||||||||||||||||||||||||||||
|
NORTH BRUNSWICK PLAZA |
NJ |
3,204,978 | 12,819,912 | 25,982,405 | 3,204,978 | 38,802,317 | 42,007,295 | 18,853,759 | 23,153,536 | - | 1994 | ||||||||||||||||||||||||||||||||||
|
PISCATAWAY TOWN CENTER |
NJ |
3,851,839 | 15,410,851 | 1,251,418 | 3,851,839 | 16,662,269 | 20,514,108 | 8,445,408 | 12,068,700 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
RIDGEWOOD S.C. |
NJ |
450,000 | 2,106,566 | 1,124,923 | 450,000 | 3,231,489 | 3,681,489 | 1,737,901 | 1,943,588 | - | 1993 | ||||||||||||||||||||||||||||||||||
|
UNION CRESCENT III |
NJ |
7,895,483 | 3,010,640 | 28,918,367 | 8,696,579 | 31,127,911 | 39,824,490 | 14,324,046 | 25,500,444 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
WESTMONT PLAZA |
NJ |
601,655 | 2,404,604 | 12,309,854 | 601,655 | 14,714,458 | 15,316,113 | 6,544,416 | 8,771,697 | - | 1994 | ||||||||||||||||||||||||||||||||||
|
WILLOWBROOK PLAZA |
NJ |
15,320,436 | 40,996,874 | 5,392,418 | 15,320,436 | 46,389,292 | 61,709,728 | 6,087,587 | 55,622,141 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
DEL MONTE PLAZA |
NV |
2,489,429 | 5,590,415 | 624,647 | 2,210,000 | 6,494,491 | 8,704,491 | 3,368,154 | 5,336,337 | 2,303,167 | 2006 | ||||||||||||||||||||||||||||||||||
|
DEL MONTE PLAZA ANCHOR PARCEL |
NV |
6,512,745 | 17,599,602 | 43,051 | 6,520,017 | 17,635,381 | 24,155,398 | 306,920 | 23,848,478 | - | 2017 | ||||||||||||||||||||||||||||||||||
|
REDFIELD PROMENADE |
NV |
4,415,339 | 32,035,192 | 216,060 | 4,415,339 | 32,251,252 | 36,666,591 | 4,692,954 | 31,973,637 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
MCQUEEN CROSSINGS |
NV |
5,017,431 | 20,779,024 | 230,274 | 5,017,431 | 21,009,298 | 26,026,729 | 3,063,391 | 22,963,338 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
GALENA JUNCTION |
NV |
8,931,027 | 17,503,387 | 130,381 | 8,931,027 | 17,633,768 | 26,564,795 | 2,425,512 | 24,139,283 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
D'ANDREA MARKETPLACE |
NV |
11,556,067 | 29,435,364 | 317,620 | 11,556,067 | 29,752,984 | 41,309,051 | 8,059,654 | 33,249,397 | 11,101,966 | 2007 | ||||||||||||||||||||||||||||||||||
|
SPARKS MERCANTILE |
NV |
6,221,614 | 17,069,172 | (118,794 | ) | 6,221,614 | 16,950,378 | 23,171,992 | 2,263,396 | 20,908,596 | - | 2015 | |||||||||||||||||||||||||||||||||
|
BRIDGEHAMPTON COMMONS-W&E SIDE |
NY |
1,811,752 | 3,107,232 | 30,455,727 | 1,858,188 | 33,516,523 | 35,374,711 | 20,217,516 | 15,157,195 | - | 1972 | ||||||||||||||||||||||||||||||||||
|
OCEAN PLAZA |
NY |
564,097 | 2,268,768 | 8,468 | 564,097 | 2,277,236 | 2,841,333 | 860,895 | 1,980,438 | - | 2003 | ||||||||||||||||||||||||||||||||||
|
KINGS HIGHWAY |
NY |
2,743,820 | 6,811,268 | 1,841,513 | 2,743,820 | 8,652,781 | 11,396,601 | 3,442,272 | 7,954,329 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
RALPH AVENUE PLAZA |
NY |
4,414,466 | 11,339,857 | 3,659,611 | 4,414,467 | 14,999,467 | 19,413,934 | 5,210,918 | 14,203,016 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
BELLMORE S.C. |
NY |
1,272,269 | 3,183,547 | 1,590,605 | 1,272,269 | 4,774,152 | 6,046,421 | 1,723,088 | 4,323,333 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
MARKET AT BAY SHORE |
NY |
12,359,621 | 30,707,802 | 2,944,895 | 12,359,621 | 33,652,697 | 46,012,318 | 12,244,461 | 33,767,857 | 11,915,580 | 2006 | ||||||||||||||||||||||||||||||||||
|
KEY FOOD - ATLANTIC AVE |
NY |
2,272,500 | 5,624,589 | 509,458 | 4,808,822 | 3,597,725 | 8,406,547 | 589,607 | 7,816,940 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
VETERANS MEMORIAL PLAZA |
NY |
5,968,082 | 23,243,404 | 7,173,073 | 5,980,130 | 30,404,429 | 36,384,559 | 14,525,614 | 21,858,945 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
BIRCHWOOD PLAZA COMMACK |
NY |
3,630,000 | 4,774,791 | 1,145,649 | 3,630,000 | 5,920,440 | 9,550,440 | 1,878,367 | 7,672,073 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
ELMONT S.C. |
NY |
3,011,658 | 7,606,066 | 5,972,835 | 3,011,658 | 13,578,901 | 16,590,559 | 3,517,433 | 13,073,126 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
ELMONT PLAZA |
NY |
- | 5,119,714 | - | - | 5,119,714 | 5,119,714 | 574,489 | 4,545,225 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
ELMSFORD CENTER 1 |
NY |
4,134,273 | 1,193,084 | - | 4,134,273 | 1,193,084 | 5,327,357 | 153,946 | 5,173,411 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
ELMSFORD CENTER 2 |
NY |
4,076,403 | 15,598,504 | 949,902 | 4,076,403 | 16,548,406 | 20,624,809 | 2,454,445 | 18,170,364 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
FRANKLIN SQUARE S.C. |
NY |
1,078,541 | 2,516,581 | 3,937,137 | 1,078,541 | 6,453,718 | 7,532,259 | 2,455,482 | 5,076,777 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
AIRPORT PLAZA |
NY |
22,711,189 | 107,011,500 | 4,104,309 | 22,711,189 | 111,115,809 | 133,826,998 | 15,307,408 | 118,519,590 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
KISSENA BOULEVARD SHOPPING CTR |
NY |
11,610,000 | 2,933,487 | 203,655 | 11,610,000 | 3,137,142 | 14,747,142 | 1,064,757 | 13,682,385 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
HAMPTON BAYS PLAZA |
NY |
1,495,105 | 5,979,320 | 3,267,379 | 1,495,105 | 9,246,699 | 10,741,804 | 7,108,782 | 3,633,022 | - | 1989 | ||||||||||||||||||||||||||||||||||
|
HICKSVILLE PLAZA |
NY |
3,542,739 | 8,266,375 | 3,173,411 | 3,542,739 | 11,439,786 | 14,982,525 | 4,059,222 | 10,923,303 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
WOODBURY CENTRE |
NY |
4,314,991 | 32,585,508 | 2,118,687 | 4,314,991 | 34,704,195 | 39,019,186 | 4,055,102 | 34,964,084 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
TURNPIKE PLAZA |
NY |
2,471,832 | 5,839,416 | 569,888 | 2,471,832 | 6,409,304 | 8,881,136 | 1,823,043 | 7,058,093 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
JERICHO COMMONS SOUTH |
NY |
12,368,330 | 33,071,495 | 3,069,537 | 12,368,330 | 36,141,032 | 48,509,362 | 10,614,231 | 37,895,131 | 8,072,228 | 2007 | ||||||||||||||||||||||||||||||||||
|
501 NORTH BROADWAY |
NY |
- | 1,175,543 | 228,522 | - | 1,404,065 | 1,404,065 | 696,458 | 707,607 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
MILLERIDGE INN |
NY |
7,500,330 | 481,316 | 11,226 | 7,500,000 | 492,872 | 7,992,872 | 23,088 | 7,969,784 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
FAMILY DOLLAR UNION TURNPIKE |
NY |
909,000 | 2,249,775 | 258,033 | 1,056,709 | 2,360,099 | 3,416,808 | 461,119 | 2,955,689 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
LITTLE NECK PLAZA |
NY |
3,277,254 | 13,161,218 | 5,969,866 | 3,277,253 | 19,131,085 | 22,408,338 | 6,807,167 | 15,601,171 | - | 2003 | ||||||||||||||||||||||||||||||||||
|
KEY FOOD - 21ST STREET |
NY |
1,090,800 | 2,699,730 | (159,449 | ) | 1,669,153 | 1,961,928 | 3,631,081 | 262,759 | 3,368,322 | - | 2012 | |||||||||||||||||||||||||||||||||
|
MANHASSET CENTER |
NY |
4,567,003 | 19,165,808 | 29,319,555 | 3,471,939 | 49,580,427 | 53,052,366 | 23,360,482 | 29,691,884 | - | 1999 | ||||||||||||||||||||||||||||||||||
|
MANHASSET CENTER(residential) |
NY |
950,000 | - | - | 950,000 | - | 950,000 | - | 950,000 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
MASPETH QUEENS-DUANE READE |
NY |
1,872,013 | 4,827,940 | 1,036,886 | 1,872,013 | 5,864,826 | 7,736,839 | 2,060,806 | 5,676,033 | 1,698,785 | 2004 | ||||||||||||||||||||||||||||||||||
|
NORTH MASSAPEQUA S.C. |
NY |
1,880,816 | 4,388,549 | (895,655 | ) | 1,623,601 | 3,750,109 | 5,373,710 | 2,132,828 | 3,240,882 | - | 2004 | |||||||||||||||||||||||||||||||||
|
MINEOLA CROSSINGS |
NY |
4,150,000 | 7,520,692 | 213,964 | 4,150,000 | 7,734,656 | 11,884,656 | 2,188,151 | 9,696,505 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
SMITHTOWN PLAZA |
NY |
3,528,000 | 7,364,098 | 458,948 | 3,528,000 | 7,823,046 | 11,351,046 | 2,608,077 | 8,742,969 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
MANETTO HILL PLAZA |
NY |
263,693 | 584,031 | 10,728,178 | 263,693 | 11,312,209 | 11,575,902 | 6,444,252 | 5,131,650 | - | 1969 | ||||||||||||||||||||||||||||||||||
|
SYOSSET S.C. |
NY |
106,655 | 76,197 | 2,068,924 | 106,655 | 2,145,121 | 2,251,776 | 1,093,703 | 1,158,073 | - | 1990 | ||||||||||||||||||||||||||||||||||
|
RICHMOND S.C. |
NY |
2,280,000 | 9,027,951 | 19,898,449 | 2,280,000 | 28,926,400 | 31,206,400 | 12,926,031 | 18,280,369 | - | 1989 | ||||||||||||||||||||||||||||||||||
|
GREENRIDGE PLAZA |
NY |
2,940,000 | 11,811,964 | 6,443,810 | 3,148,424 | 18,047,350 | 21,195,774 | 7,549,862 | 13,645,912 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
THE BOULEVARDE |
NY |
28,723,536 | 38,232,267 | 505,997 | 28,723,536 | 38,738,264 | 67,461,800 | 13,948,276 | 53,513,524 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
FOREST AVENUE PLAZA |
NY |
4,558,592 | 10,441,408 | 157,648 | 4,558,592 | 10,599,056 | 15,157,648 | 3,886,146 | 11,271,502 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
INDEPENDENCE PLAZA |
NY |
12,279,093 | 34,813,852 | (2,029,722 | ) | 16,131,632 | 28,931,591 | 45,063,223 | 6,069,593 | 38,993,630 | 27,966,942 | 2014 | |||||||||||||||||||||||||||||||||
|
KEY FOOD - CENTRAL AVE. |
NY |
2,787,600 | 6,899,310 | (394,910 | ) | 2,603,321 | 6,688,679 | 9,292,000 | 936,676 | 8,355,324 | - | 2012 | |||||||||||||||||||||||||||||||||
|
WHITE PLAINS S.C. |
NY |
1,777,775 | 4,453,894 | 2,469,097 | 1,777,775 | 6,922,991 | 8,700,766 | 2,400,611 | 6,300,155 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
CHAMPION FOOD SUPERMARKET |
NY |
757,500 | 1,874,813 | (24,388 | ) | 2,241,118 | 366,807 | 2,607,925 | 134,761 | 2,473,164 | - | 2012 | |||||||||||||||||||||||||||||||||
|
SHOPRITE S.C. |
NY |
871,977 | 3,487,909 | - | 871,977 | 3,487,909 | 4,359,886 | 2,236,943 | 2,122,943 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
ROMAINE PLAZA |
NY |
782,459 | 1,825,737 | 588,133 | 782,459 | 2,413,870 | 3,196,329 | 701,315 | 2,495,014 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
OREGON TRAIL CENTER |
OR |
5,802,422 | 12,622,879 | 596,890 | 5,802,422 | 13,219,769 | 19,022,191 | 5,044,777 | 13,977,414 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
POWELL VALLEY JUNCTION |
OR |
5,062,500 | 3,152,982 | (2,508,712 | ) | 2,035,125 | 3,671,645 | 5,706,770 | 1,497,193 | 4,209,577 | - | 2009 | |||||||||||||||||||||||||||||||||
|
JANTZEN BEACH CENTER |
OR |
57,575,244 | 102,844,429 | 94,230 | 57,578,800 | 102,935,103 | 160,513,903 | 2,421,022 | 158,092,881 | - | 2017 | ||||||||||||||||||||||||||||||||||
|
SUBURBAN SQUARE |
PA |
70,679,871 | 166,351,381 | 36,662,888 | 71,279,871 | 202,414,269 | 273,694,140 | 48,095,352 | 225,598,788 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
CHIPPEWA PLAZA |
PA |
2,881,525 | 11,526,101 | (2,900,632 | ) | 1,917,139 | 9,589,855 | 11,506,994 | 5,435,992 | 6,071,002 | - | 2000 | |||||||||||||||||||||||||||||||||
|
CARNEGIE PLAZA |
PA |
- | 3,298,908 | 17,747 | - | 3,316,655 | 3,316,655 | 1,530,764 | 1,785,891 | - | 1999 | ||||||||||||||||||||||||||||||||||
|
CENTER SQUARE SHOPPING CENTER |
PA |
731,888 | 2,927,551 | 1,200,573 | 691,297 | 4,168,715 | 4,860,012 | 2,740,132 | 2,119,880 | - | 1996 | ||||||||||||||||||||||||||||||||||
|
WAYNE PLAZA |
PA |
6,127,623 | 15,605,012 | 677,938 | 6,135,670 | 16,274,903 | 22,410,573 | 4,466,242 | 17,944,331 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
DEVON VILLAGE |
PA |
4,856,379 | 25,846,910 | 4,044,439 | 4,856,379 | 29,891,349 | 34,747,728 | 6,192,928 | 28,554,800 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
POCONO PLAZA |
PA |
1,050,000 | 2,372,628 | 1,539,736 | 1,050,000 | 3,912,364 | 4,962,364 | 3,219,610 | 1,742,754 | - | 1973 | ||||||||||||||||||||||||||||||||||
|
RIDGE PIKE PLAZA |
PA |
1,525,337 | 4,251,732 | (2,602,921 | ) | 914,299 | 2,259,849 | 3,174,148 | 1,002,912 | 2,171,236 | - | 2008 | |||||||||||||||||||||||||||||||||
|
WHITELAND - HOBBY LOBBY |
PA |
176,666 | 4,895,360 | 1,447,703 | 176,666 | 6,343,063 | 6,519,729 | 2,463,869 | 4,055,860 | - | 1999 | ||||||||||||||||||||||||||||||||||
|
WHITELAND TOWN CENTER |
PA |
731,888 | 2,927,551 | 59,067 | 731,888 | 2,986,618 | 3,718,506 | 1,601,396 | 2,117,110 | - | 1996 | ||||||||||||||||||||||||||||||||||
|
HARRISBURG EAST SHOPPING CTR. |
PA |
452,888 | 6,665,238 | 10,257,296 | 3,002,888 | 14,372,534 | 17,375,422 | 7,041,882 | 10,333,540 | - | 2002 | ||||||||||||||||||||||||||||||||||
|
TOWNSHIP LINE S.C. |
PA |
731,888 | 2,927,551 | - | 731,888 | 2,927,551 | 3,659,439 | 1,601,396 | 2,058,043 | - | 1996 | ||||||||||||||||||||||||||||||||||
|
HORSHAM POINT |
PA |
3,813,247 | 18,189,450 | 133,911 | 3,813,247 | 18,323,361 | 22,136,608 | 1,704,650 | 20,431,958 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
HOLIDAY CENTER |
PA |
7,726,844 | 20,014,243 | (4,612,312 | ) | 6,165,085 | 16,963,690 | 23,128,775 | 2,883,114 | 20,245,661 | - | 2015 | |||||||||||||||||||||||||||||||||
|
NORRITON SQUARE |
PA |
686,134 | 2,664,535 | 3,940,037 | 774,084 | 6,516,622 | 7,290,706 | 4,817,076 | 2,473,630 | - | 1984 | ||||||||||||||||||||||||||||||||||
|
NEW KENSINGTON S.C |
PA |
521,945 | 2,548,322 | 862,730 | 521,945 | 3,411,052 | 3,932,997 | 3,169,521 | 763,476 | - | 1986 | ||||||||||||||||||||||||||||||||||
|
SEARS HARDWARE |
PA |
10,000 | - | - | 10,000 | - | 10,000 | - | 10,000 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
FRANKFORD AVENUE S.C. |
PA |
731,888 | 2,927,551 | - | 731,888 | 2,927,551 | 3,659,439 | 1,601,396 | 2,058,043 | - | 1996 | ||||||||||||||||||||||||||||||||||
|
WEXFORD PLAZA |
PA |
6,413,635 | 9,774,600 | 10,074,686 | 6,299,299 | 19,963,622 | 26,262,921 | 4,282,319 | 21,980,602 | - | 2010 | ||||||||||||||||||||||||||||||||||
|
LINCOLN SQUARE (3) |
PA |
90,478,522 | - | - | 90,478,522 | - | 90,478,522 | - | 90,478,522 | - | 2017 | 2017 | |||||||||||||||||||||||||||||||||
|
CRANBERRY TOWNSHIP-PARCEL 1&2 |
PA |
10,270,846 | 30,769,592 | (905,158 | ) | 6,070,254 | 34,065,026 | 40,135,280 | 1,950,427 | 38,184,853 | - | 2016 | |||||||||||||||||||||||||||||||||
|
CROSSROADS PLAZA |
PA |
788,761 | 3,155,044 | 12,878,677 | 976,439 | 15,846,043 | 16,822,482 | 9,924,589 | 6,897,893 | - | 1986 | ||||||||||||||||||||||||||||||||||
|
SPRINGFIELD S.C. |
PA |
919,998 | 4,981,589 | 12,875,672 | 920,000 | 17,857,259 | 18,777,259 | 9,743,110 | 9,034,149 | - | 1983 | ||||||||||||||||||||||||||||||||||
|
SHREWSBURY SQUARE S.C. |
PA |
8,066,107 | 16,997,997 | (1,696,030 | ) | 6,534,966 | 16,833,108 | 23,368,074 | 2,199,516 | 21,168,558 | - | 2014 | |||||||||||||||||||||||||||||||||
|
WHITEHALL MALL |
PA |
- | 5,195,577 | - | - | 5,195,577 | 5,195,577 | 2,842,026 | 2,353,551 | - | 1996 | ||||||||||||||||||||||||||||||||||
|
WHOLE FOODS AT WYNNEWOOD |
PA |
15,042,165 | - | 11,770,283 | 13,772,394 | 13,040,054 | 26,812,448 | 326,435 | 26,486,013 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
SHOPPES AT WYNNEWOOD |
PA |
7,478,907 | - | 3,605,920 | 7,478,907 | 3,605,920 | 11,084,827 | 153,010 | 10,931,817 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
WEST MARKET ST. PLAZA |
PA |
188,562 | 1,158,307 | 41,712 | 188,562 | 1,200,019 | 1,388,581 | 1,173,254 | 215,327 | - | 1986 | ||||||||||||||||||||||||||||||||||
|
REXVILLE TOWN CENTER |
PR |
24,872,982 | 48,688,161 | 7,302,027 | 25,678,064 | 55,185,106 | 80,863,170 | 33,091,221 | 47,771,949 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
PLAZA CENTRO - COSTCO |
PR |
3,627,973 | 10,752,213 | 1,564,471 | 3,866,206 | 12,078,451 | 15,944,657 | 6,657,483 | 9,287,174 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
PLAZA CENTRO - MALL |
PR |
19,873,263 | 58,719,179 | 5,962,924 | 19,408,112 | 65,147,254 | 84,555,366 | 34,622,838 | 49,932,528 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
PLAZA CENTRO - RETAIL |
PR |
5,935,566 | 16,509,748 | 480,595 | 6,026,070 | 16,899,839 | 22,925,909 | 9,827,855 | 13,098,054 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
PLAZA CENTRO - SAM'S CLUB |
PR |
6,643,224 | 20,224,758 | 2,375,805 | 6,520,090 | 22,723,697 | 29,243,787 | 21,967,992 | 7,275,795 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
LOS COLOBOS - BUILDERS SQUARE |
PR |
4,404,593 | 9,627,903 | 1,387,483 | 4,461,145 | 10,958,834 | 15,419,979 | 9,669,563 | 5,750,416 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
LOS COLOBOS - KMART |
PR |
4,594,944 | 10,120,147 | 752,678 | 4,402,338 | 11,065,431 | 15,467,769 | 10,058,014 | 5,409,755 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
LOS COLOBOS I |
PR |
12,890,882 | 26,046,669 | 1,071,029 | 13,613,375 | 26,395,205 | 40,008,580 | 15,815,395 | 24,193,185 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
LOS COLOBOS II |
PR |
14,893,698 | 30,680,556 | 5,395,942 | 15,142,300 | 35,827,896 | 50,970,196 | 19,767,195 | 31,203,001 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
WESTERN PLAZA - MAYAQUEZ ONE |
PR |
10,857,773 | 12,252,522 | 1,308,357 | 11,241,993 | 13,176,659 | 24,418,652 | 9,284,389 | 15,134,263 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
WESTERN PLAZA - MAYAGUEZ TWO |
PR |
16,874,345 | 19,911,045 | 2,174,474 | 16,872,647 | 22,087,217 | 38,959,864 | 15,126,846 | 23,833,018 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
MANATI VILLA MARIA SC |
PR |
2,781,447 | 5,673,119 | 344,813 | 2,606,588 | 6,192,791 | 8,799,379 | 3,866,240 | 4,933,139 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
PONCE TOWN CENTER |
PR |
14,432,778 | 28,448,754 | 4,768,662 | 14,903,024 | 32,747,170 | 47,650,194 | 16,750,683 | 30,899,511 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
TRUJILLO ALTO PLAZA |
PR |
12,053,673 | 24,445,858 | 2,591,978 | 12,289,288 | 26,802,221 | 39,091,509 | 16,210,974 | 22,880,535 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
ST. ANDREWS CENTER |
SC |
730,164 | 3,132,092 | 19,199,359 | 730,164 | 22,331,451 | 23,061,615 | 10,681,625 | 12,379,990 | - | 1978 | ||||||||||||||||||||||||||||||||||
|
WESTWOOD PLAZA |
SC |
1,744,430 | 6,986,094 | 9,204,220 | 1,726,833 | 16,207,911 | 17,934,744 | 4,720,254 | 13,214,490 | - | 1995 | ||||||||||||||||||||||||||||||||||
|
CHERRYDALE POINT |
SC |
5,801,948 | 32,055,019 | 1,947,764 | 5,801,948 | 34,002,783 | 39,804,731 | 8,648,264 | 31,156,467 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
WOODRUFF SHOPPING CENTER |
SC |
3,110,439 | 15,501,117 | 1,146,585 | 3,465,199 | 16,292,942 | 19,758,141 | 3,332,158 | 16,425,983 | - | 2010 | ||||||||||||||||||||||||||||||||||
|
FOREST PARK |
SC |
1,920,241 | 9,544,875 | 214,354 | 1,920,241 | 9,759,229 | 11,679,470 | 1,693,776 | 9,985,694 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
OLD TOWNE VILLAGE |
TN |
- | 4,133,904 | 4,046,503 | - | 8,180,407 | 8,180,407 | 6,050,033 | 2,130,374 | - | 1978 | ||||||||||||||||||||||||||||||||||
|
CENTER OF THE HILLS |
TX |
2,923,585 | 11,706,145 | 1,337,767 | 2,923,585 | 13,043,912 | 15,967,497 | 5,613,606 | 10,353,891 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
DOWLEN TOWN CENTER-II |
TX |
2,244,581 | - | (722,251 | ) | 484,828 | 1,037,502 | 1,522,330 | 194,761 | 1,327,569 | - | 2002 | |||||||||||||||||||||||||||||||||
|
GATEWAY STATION |
TX |
1,373,692 | 28,145,158 | 1,105,295 | 1,374,880 | 29,249,265 | 30,624,145 | 3,945,577 | 26,678,568 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
LAS TIENDAS PLAZA |
TX |
8,678,107 | - | 27,150,696 | 7,943,925 | 27,884,878 | 35,828,803 | 5,860,115 | 29,968,688 | - | 2005 | ||||||||||||||||||||||||||||||||||
|
GATEWAY STATION PHASE II |
TX |
4,140,176 | 12,020,460 | 75,694 | 4,143,385 | 12,092,945 | 16,236,330 | 130,258 | 16,106,072 | - | 2017 | ||||||||||||||||||||||||||||||||||
|
ISLAND GATE PLAZA |
TX |
- | 944,562 | 1,903,963 | - | 2,848,525 | 2,848,525 | 1,124,081 | 1,724,444 | - | 1997 | ||||||||||||||||||||||||||||||||||
|
ISLAND GATE PLAZA |
TX |
4,343,000 | 4,723,215 | 3,659,997 | 4,292,636 | 8,433,576 | 12,726,212 | 2,403,829 | 10,322,383 | - | 2011 | ||||||||||||||||||||||||||||||||||
|
CONROE MARKETPLACE |
TX |
18,869,087 | 50,756,554 | (2,993,250 | ) | 10,841,611 | 55,790,780 | 66,632,391 | 6,209,948 | 60,422,443 | - | 2015 | |||||||||||||||||||||||||||||||||
|
MONTGOMERY PLAZA |
TX |
10,739,067 | 63,065,333 | (385,751 | ) | 10,738,796 | 62,679,853 | 73,418,649 | 8,479,431 | 64,939,218 | 28,105,799 | 2015 | |||||||||||||||||||||||||||||||||
|
PRESTON LEBANON CROSSING |
TX |
13,552,180 | - | 26,071,137 | 12,163,694 | 27,459,623 | 39,623,317 | 6,909,545 | 32,713,772 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
LAKE PRAIRIE TOWN CROSSING |
TX |
7,897,491 | - | 28,638,126 | 6,783,464 | 29,752,153 | 36,535,617 | 5,767,928 | 30,767,689 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
CENTER AT BAYBROOK |
TX |
6,941,017 | 27,727,491 | 10,958,643 | 6,928,120 | 38,699,031 | 45,627,151 | 16,641,823 | 28,985,328 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
CYPRESS TOWNE CENTER |
TX |
6,033,932 | - | 1,692,407 | 2,251,666 | 5,474,673 | 7,726,339 | 1,054,421 | 6,671,918 | - | 2003 | ||||||||||||||||||||||||||||||||||
|
CYPRESS TOWNE CENTER |
TX |
12,329,195 | 36,836,381 | 1,247,724 | 8,644,145 | 41,769,155 | 50,413,300 | 2,253,375 | 48,159,925 | - | 2016 | ||||||||||||||||||||||||||||||||||
|
CYPRESS TOWNE CENTER (PHASE II) |
TX |
2,061,477 | 6,157,862 | (1,361,233 | ) | 270,374 | 6,587,732 | 6,858,106 | 431,425 | 6,426,681 | - | 2016 | |||||||||||||||||||||||||||||||||
|
THE CENTRE AT COPPERFIELD |
TX |
6,723,267 | 22,524,551 | 535,094 | 6,723,357 | 23,059,555 | 29,782,912 | 2,669,083 | 27,113,829 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
COPPERWOOD VILLAGE |
TX |
13,848,109 | 84,183,731 | 794,874 | 13,848,109 | 84,978,605 | 98,826,714 | 11,166,622 | 87,660,092 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
ATASCOCITA COMMONS SHOP.CTR. |
TX |
16,322,636 | 54,587,066 | 625,724 | 16,099,004 | 55,436,422 | 71,535,426 | 8,061,999 | 63,473,427 | 28,528,637 | 2013 | ||||||||||||||||||||||||||||||||||
|
TOMBALL CROSSINGS |
TX |
8,517,427 | 28,484,450 | 573,139 | 7,964,894 | 29,610,122 | 37,575,016 | 4,373,334 | 33,201,682 | - | 2013 | ||||||||||||||||||||||||||||||||||
|
COPPERFIELD VILLAGE SHOP.CTR. |
TX |
7,827,639 | 34,864,441 | 429,207 | 7,827,639 | 35,293,648 | 43,121,287 | 4,112,160 | 39,009,127 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
SHOPS AT VISTA RIDGE |
TX |
3,257,199 | 13,029,416 | 2,315,052 | 3,257,199 | 15,344,468 | 18,601,667 | 7,331,260 | 11,270,407 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
VISTA RIDGE PLAZA |
TX |
2,926,495 | 11,716,483 | 2,600,033 | 2,926,495 | 14,316,516 | 17,243,011 | 7,236,985 | 10,006,026 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
VISTA RIDGE PLAZA |
TX |
2,276,575 | 9,106,300 | 1,399,033 | 2,276,575 | 10,505,333 | 12,781,908 | 5,372,115 | 7,409,793 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
KROGER PLAZA |
TX |
520,340 | 2,081,356 | 1,444,953 | 520,340 | 3,526,309 | 4,046,649 | 1,898,157 | 2,148,492 | - | 1995 | ||||||||||||||||||||||||||||||||||
|
ACCENT PLAZA |
TX |
500,414 | 2,830,835 | - | 500,414 | 2,830,835 | 3,331,249 | 1,537,166 | 1,794,083 | - | 1996 | ||||||||||||||||||||||||||||||||||
|
SOUTHLAKE OAKS PHASE II-480 W. |
TX |
3,011,260 | 7,703,844 | 103,968 | 3,016,617 | 7,802,455 | 10,819,072 | 2,779,262 | 8,039,810 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
WOODBRIDGE SHOPPING CENTER |
TX |
2,568,705 | 6,813,716 | 107,746 | 2,568,705 | 6,921,462 | 9,490,167 | 1,374,785 | 8,115,382 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
GRAND PARKWAY MARKETPLACE |
TX |
25,363,548 | - | 60,529,604 | 21,937,009 | 63,956,143 | 85,893,152 | 372,156 | 85,520,996 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
GRAND PARKWAY MARKET PLACE II (3) |
TX |
13,436,447 | - | 29,966,997 | 43,403,444 | - | 43,403,444 | - | 43,403,444 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
TEMPLE TOWNE CENTER |
TX |
609,317 | 2,983,262 | (89,332 | ) | 609,317 | 2,893,930 | 3,503,247 | 305,746 | 3,197,501 | - | 2015 | |||||||||||||||||||||||||||||||||
|
TEMPLE TOWNE CENTER |
TX |
4,909,857 | 25,882,414 | (4,385,108 | ) | 4,105,739 | 22,301,424 | 26,407,163 | 4,017,296 | 22,389,867 | - | 2015 | |||||||||||||||||||||||||||||||||
|
BURKE TOWN PLAZA |
VA |
- | 43,240,068 | 83,175 | - | 43,323,243 | 43,323,243 | 6,042,467 | 37,280,776 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
OLD TOWN PLAZA |
VA |
4,500,000 | 41,569,735 | (15,697,554 | ) | 3,052,800 | 27,319,381 | 30,372,181 | 5,498,436 | 24,873,745 | - | 2007 | |||||||||||||||||||||||||||||||||
|
SKYLINE VILLAGE |
VA |
10,145,283 | 28,764,045 | 225,352 | 10,573,875 | 28,560,805 | 39,134,680 | 3,390,576 | 35,744,104 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
SUDLEY TOWNE PLAZA |
VA |
4,114,293 | 15,988,465 | (9,023,711 | ) | 2,204,943 | 8,874,104 | 11,079,047 | 1,317,102 | 9,761,945 | - | 2015 | |||||||||||||||||||||||||||||||||
|
BURLINGTON COAT CENTER |
VA |
670,500 | 2,751,375 | 2,661,127 | 670,500 | 5,412,502 | 6,083,002 | 1,784,315 | 4,298,687 | - | 1995 | ||||||||||||||||||||||||||||||||||
|
TOWNE SQUARE |
VA |
8,499,373 | 24,302,141 | 1,908,469 | 8,858,432 | 25,851,551 | 34,709,983 | 3,137,543 | 31,572,440 | - | 2014 | ||||||||||||||||||||||||||||||||||
|
POTOMAC RUN PLAZA |
VA |
27,369,515 | 48,451,209 | (2,332,371 | ) | 27,369,515 | 46,118,838 | 73,488,353 | 13,090,432 | 60,397,921 | - | 2008 | |||||||||||||||||||||||||||||||||
|
DULLES TOWN CROSSING |
VA |
53,285,116 | 104,175,738 | (355,523 | ) | 53,285,116 | 103,820,215 | 157,105,331 | 14,810,943 | 142,294,388 | - | 2015 | |||||||||||||||||||||||||||||||||
|
DOCSTONE COMMONS |
VA |
3,839,249 | 11,468,264 | 441,201 | 3,903,963 | 11,844,751 | 15,748,714 | 540,782 | 15,207,932 | - | 2016 | ||||||||||||||||||||||||||||||||||
|
DOCSTONE O/P - STAPLES |
VA |
1,425,307 | 4,317,552 | (883,709 | ) | 1,167,588 | 3,691,562 | 4,859,150 | 210,701 | 4,648,449 | - | 2016 | |||||||||||||||||||||||||||||||||
|
STAFFORD MARKETPLACE |
VA |
26,893,429 | 86,449,614 | 36,364 | 26,893,429 | 86,485,978 | 113,379,407 | 9,382,013 | 103,997,394 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
GORDON PLAZA |
VA |
- | 3,330,621 | 40,921 | - | 3,371,542 | 3,371,542 | 108,863 | 3,262,679 | - | 2017 | ||||||||||||||||||||||||||||||||||
|
AUBURN NORTH |
WA |
7,785,841 | 18,157,625 | 7,542,304 | 7,785,841 | 25,699,929 | 33,485,770 | 7,113,252 | 26,372,518 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
THE MARKETPLACE AT FACTORIA |
WA |
60,502,358 | 92,696,231 | 4,443,162 | 60,502,358 | 97,139,393 | 157,641,751 | 18,626,509 | 139,015,242 | 56,189,197 | 2013 | ||||||||||||||||||||||||||||||||||
|
FRONTIER VILLAGE SHOPPING CTR. |
WA |
10,750,863 | 35,671,801 | 96,299 | 10,750,863 | 35,768,100 | 46,518,963 | 6,231,338 | 40,287,625 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
GATEWAY SHOPPING CENTER |
WA |
6,937,929 | 11,270,322 | 303,983 | 6,937,929 | 11,574,305 | 18,512,234 | 689,626 | 17,822,608 | - | 2016 | ||||||||||||||||||||||||||||||||||
|
OLYMPIA WEST OUTPARCEL |
WA |
360,000 | 799,640 | 100,360 | 360,000 | 900,000 | 1,260,000 | 125,262 | 1,134,738 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
FRANKLIN PARK COMMONS |
WA |
5,418,825 | 11,988,657 | 1,031,639 | 5,418,825 | 13,020,296 | 18,439,121 | 1,691,466 | 16,747,655 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
SILVERDALE PLAZA |
WA |
3,875,013 | 32,894,027 | 86,051 | 3,755,613 | 33,099,478 | 36,855,091 | 5,485,432 | 31,369,659 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
OTHER PROPERTY INTERESTS |
|||||||||||||||||||||||||||||||||||||||||||||
|
KEY BANK BUILDING |
NY |
1,500,000 | 40,486,755 | (11,999,846 | ) | 655,798 | 29,331,111 | 29,986,909 | 19,024,009 | 10,962,900 | - | 2006 | |||||||||||||||||||||||||||||||||
|
EL MIRAGE |
AZ |
6,786,441 | 503,987 | 130,064 | 6,786,441 | 634,051 | 7,420,492 | 86,961 | 7,333,531 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
ASANTE RETAIL CENTER |
AZ |
8,702,635 | 3,405,683 | 2,866,808 | 11,039,472 | 3,935,654 | 14,975,126 | 501,713 | 14,473,413 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
SURPRISE SPECTRUM |
AZ |
4,138,760 | 94,572 | 1,035 | 4,138,760 | 95,607 | 4,234,367 | 13,456 | 4,220,911 | - | 2008 | ||||||||||||||||||||||||||||||||||
|
LAKE WALES S.C. |
FL |
601,052 | - | - | 601,052 | - | 601,052 | - | 601,052 | - | 2009 | ||||||||||||||||||||||||||||||||||
|
PLANTATION CROSSING |
FL |
7,524,800 | - | (5,516,183 | ) | 2,008,617 | - | 2,008,617 | - | 2,008,617 | - | 2005 | |||||||||||||||||||||||||||||||||
|
MILTON, FL |
FL |
1,275,593 | - | (423,450 | ) | 852,143 | - | 852,143 | - | 852,143 | - | 2007 | |||||||||||||||||||||||||||||||||
|
LOWES S.C. |
FL |
1,620,203 | - | (406,657 | ) | 507,530 | 706,016 | 1,213,546 | 706,016 | 507,530 | - | 2007 | |||||||||||||||||||||||||||||||||
|
TREASURE VALLEY |
ID |
6,501,240 | - | (4,426,611 | ) | 962,721 | 1,111,908 | 2,074,629 | 1,106,073 | 968,556 | - | 2005 | |||||||||||||||||||||||||||||||||
|
TOWN & COUNTRY S.C. |
IL |
315,387 | 422,905 | (85,154 | ) | 230,233 | 422,905 | 653,138 | 386,014 | 267,124 | - | 1972 | |||||||||||||||||||||||||||||||||
|
22ND STREET PLAZA OUTPARCEL |
IL |
- | 99,640 | 1,071,530 | - | 1,171,170 | 1,171,170 | 81,873 | 1,089,297 | - | 2001 | ||||||||||||||||||||||||||||||||||
|
MARKETPLACE OF OAKLAWN |
IL |
- | 678,668 | 108,483 | - | 787,151 | 787,151 | 748,798 | 38,353 | - | 1998 | ||||||||||||||||||||||||||||||||||
|
LINWOOD-INDIANAPOLIS |
IN |
31,045 | - | - | 31,045 | - | 31,045 | - | 31,045 | - | 1991 | ||||||||||||||||||||||||||||||||||
|
BAYOU WALK |
LA |
4,586,895 | 10,836,007 | (4,291,095 | ) | 2,993,728 | 8,138,079 | 11,131,807 | 2,830,013 | 8,301,794 | 12,414,563 | 2010 | |||||||||||||||||||||||||||||||||
|
FLINT - VACANT LAND |
MI |
101,424 | - | - | 101,424 | - | 101,424 | - | 101,424 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
CHARLOTTE SPORTS & FITNESS CTR |
NC |
500,754 | 1,858,643 | 479,046 | 500,754 | 2,337,689 | 2,838,443 | 1,760,102 | 1,078,341 | - | 1986 | ||||||||||||||||||||||||||||||||||
|
SENATE/HILLSBOROUGH CROSSI |
NC |
519,395 | - | - | 519,395 | - | 519,395 | - | 519,395 | - | 2003 | ||||||||||||||||||||||||||||||||||
|
WAKEFIELD COMMONS III |
NC |
6,506,450 | - | (5,397,400 | ) | 1,475,214 | (366,164 | ) | 1,109,050 | 197,785 | 911,265 | - | 2001 | ||||||||||||||||||||||||||||||||
|
WAKEFIELD CROSSINGS |
NC |
3,413,932 | - | (3,017,959 | ) | 336,236 | 59,737 | 395,973 | 8,287 | 387,686 | - | 2001 | |||||||||||||||||||||||||||||||||
|
HILLSBOROUGH PROMENADE |
NJ |
11,886,809 | - | (6,632,045 | ) | 5,006,054 | 248,710 | 5,254,764 | 30,796 | 5,223,968 | - | 2001 | |||||||||||||||||||||||||||||||||
|
NORTHPORT LAND PARCEL |
NY |
- | 14,460 | 49,179 | - | 63,639 | 63,639 | - | 63,639 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
MERRY LANE (PARKING LOT) |
NY |
1,485,531 | 1,749 | 288,651 | 1,485,531 | 290,400 | 1,775,931 | - | 1,775,931 | - | 2007 | ||||||||||||||||||||||||||||||||||
|
JERICHO ATRIUM |
NY |
10,624,099 | 20,065,496 | 364,026 | 10,624,099 | 20,429,522 | 31,053,621 | 3,284,297 | 27,769,324 | - | 2016 | ||||||||||||||||||||||||||||||||||
|
BIRCHWOOD PARK |
NY |
3,507,162 | 4,126 | (1,510,445 | ) | 2,000,000 | 843 | 2,000,843 | 843 | 2,000,000 | - | 2007 | |||||||||||||||||||||||||||||||||
|
STATEN ISLAND PLAZA |
NY |
5,600,744 | 6,788,460 | (2,981,672 | ) | 9,407,532 | - | 9,407,532 | - | 9,407,532 | - | 2005 | |||||||||||||||||||||||||||||||||
|
KENT CENTER |
OH |
2,261,530 | - | (1,826,497 | ) | 435,033 | - | 435,033 | - | 435,033 | - | 1995 | |||||||||||||||||||||||||||||||||
|
HIGH PARK CTR RETAIL |
OH |
3,783,875 | - | (2,778,460 | ) | 921,704 | 83,711 | 1,005,415 | 37,907 | 967,508 | - | 2001 | |||||||||||||||||||||||||||||||||
|
MCMINNVILLE PLAZA |
OR |
4,062,327 | - | 991,482 | 4,062,327 | 991,482 | 5,053,809 | 96,213 | 4,957,596 | - | 2006 | ||||||||||||||||||||||||||||||||||
|
HOSPITAL GARAGE & MED. OFFICE |
PA |
- | 30,061,177 | 59,094 | - | 30,120,271 | 30,120,271 | 9,096,746 | 21,023,525 | - | 2004 | ||||||||||||||||||||||||||||||||||
|
COULTER AVE. PARCEL |
PA |
577,630 | 1,348,019 | 11,877,439 | 13,444,154 | 358,934 | 13,803,088 | 10,436 | 13,792,652 | - | 2015 | ||||||||||||||||||||||||||||||||||
|
MORRISVILLE S.C. |
PA |
340,000 | 1,360,000 | (1,669,238 | ) | 30,762 | - | 30,762 | - | 30,762 | - | 1996 | |||||||||||||||||||||||||||||||||
|
HICKORY RIDGE COMMONS |
TN |
596,347 | 2,545,033 | (2,457,560 | ) | 683,820 | - | 683,820 | - | 683,820 | - | 2000 | |||||||||||||||||||||||||||||||||
|
BLUE RIDGE |
Various |
12,346,900 | 71,529,796 | (35,874,424 | ) | 6,069,109 | 41,933,163 | 48,002,272 | 20,764,707 | 27,237,565 | 6,595,242 | 2005 | |||||||||||||||||||||||||||||||||
|
MICROPROPERTIES |
Various |
528,534 | 1,090,980 | - | 528,534 | 1,090,980 | 1,619,514 | 211,709 | 1,407,805 | - | 2012 | ||||||||||||||||||||||||||||||||||
|
BALANCE OF PORTFOLIO (4) |
Various |
1,907,182 | 65,127,208 | (9,296,277 | ) | (99,898 | ) | 57,838,011 | 57,738,113 | 30,663,071 | 27,075,042 | - | |||||||||||||||||||||||||||||||||
|
TOTALS |
$3,232,368,780 | $7,876,947,274 | $1,544,128,944 | $3,366,655,421 | $9,286,789,577 | $12,653,444,998 | $2,433,052,747 | $10,220,392,251 | $882,787,275 | ||||||||||||||||||||||||||||||||||||
|
(1) The negative balance for costs capitalized subsequent to acquisition could include parcels/out-parcels sold, assets held-for-sale, provision for losses and/or demolition of part of a property for redevelopment. |
|
(2) Includes fair market value of debt adjustments, net and deferred financing costs, net. |
|
(3) Shopping center includes active real estate under development project or land held for development. |
|
(4) Includes fixtures, leasehold improvements and other costs capitalized. |
|
KIMCO REALTY CORPORATION AND SUBSIDIARIES |
|
|
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION |
|
|
December 31, 2017 |
|
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows: |
|
Buildings and building improvements (in years) |
15 | to | 50 | ||
|
Fixtures, building and leasehold improvements (including certain identified intangible assets) |
Terms of leases or useful lives, whichever is shorter |
||||
|
The aggregate cost for Federal income tax purposes was approximately $10.3 billion at December 31, 2017. |
|
The changes in total real estate assets for the years ended December 31, 2017, 2016 and 2015 are as follows: |
|
2017 |
2016 |
2015 |
||||||||||
|
Balance, beginning of period |
$ | 12,008,075,148 | $ | 11,568,809,126 | $ | 10,018,225,775 | ||||||
|
Additions during period: |
||||||||||||
|
Acquisitions |
438,125,265 | 181,719,189 | 278,401,182 | |||||||||
|
Improvements |
414,955,609 | 217,668,292 | 191,662,698 | |||||||||
|
Transfers from unconsolidated joint ventures |
329,194,717 | 615,511,560 | 1,673,542,610 | |||||||||
|
Change in exchange rate |
1,035,816 | 598,744 | - | |||||||||
|
Deductions during period: |
||||||||||||
|
Sales |
(315,954,464 | ) | (391,758,149 | ) | (507,185,370 | ) | ||||||
|
Assets held for sale |
(56,187,719 | ) | (12,608,829 | ) | (587,007 | ) | ||||||
|
Adjustment of fully depreciated assets |
(107,660,366 | ) | (80,660,536 | ) | (56,774,522 | ) | ||||||
|
Adjustment of property carrying values |
(58,139,008 | ) | (91,204,249 | ) | (18,432,226 | ) | ||||||
|
Change in exchange rate |
- | - | (10,044,014 | ) | ||||||||
|
Balance, end of period |
$ | 12,653,444,998 | $ | 12,008,075,148 | $ | 11,568,809,126 | ||||||
|
The changes in accumulated depreciation for the years ended December 31, 2017, 2016 and 2015 are as follows: |
|
2017 |
2016 |
2015 |
||||||||||
|
Balance, beginning of period |
$ | 2,278,291,645 | $ | 2,115,319,888 | $ | 1,955,405,720 | ||||||
|
Additions during period: |
||||||||||||
|
Depreciation for year |
368,919,387 | 344,179,201 | 333,948,605 | |||||||||
|
Change in exchange rate |
- | 366,068 | - | |||||||||
|
Deductions during period: |
||||||||||||
|
Sales |
(86,798,173 | ) | (97,888,608 | ) | (116,864,875 | ) | ||||||
|
Assets held for sale |
(19,699,746 | ) | (3,482,974 | ) | - | |||||||
|
Adjustment of fully depreciated assets |
(107,660,366 | ) | (80,660,536 | ) | (56,774,522 | ) | ||||||
|
Change in exchange rate |
- | - | (395,040 | ) | ||||||||
|
Balance, end of period |
$ | 2,433,052,747 | $ | 2,278,291,645 | $ | 2,115,319,888 | ||||||
|
Reclassifications: |
|
Certain Amounts in the Prior Period Have Been Reclassified in Order to Conform with the Current Period's Presentation. |
|
KIMCO REALTY CORPORATION AND SUBSIDIARIES |
|||||||
|
As of December 31, 2017 |
|||||||
|
(in thousands) |
|
Description |
Interest Rate |
Final Maturity Date |
Periodic Payment Terms (a) |
Prior Liens |
Original Face Amount of Mortgages (b) |
Carrying Amount of Mortgages (b) (c) |
Principal Amount of Loans Subject to Delinquent Principal or Interest |
||||||||||||||
|
Mortgage Loans: |
|||||||||||||||||||||
|
Retail |
|||||||||||||||||||||
|
Toronto, ON |
7.00% |
May-18 |
P& I |
$ | - | $ | 5,319 | $ | 5,058 | $ | - | ||||||||||
|
Westport, CT |
6.50% |
Mar-33 |
I |
- | 5,014 | 5,014 | - | ||||||||||||||
|
Las Vegas, NV |
12.00% |
May-33 |
I |
- | 3,075 | 3,075 | - | ||||||||||||||
|
Miami, FL |
7.57% |
Jun-19 |
P& I |
- | 3,966 | 1,919 | - | ||||||||||||||
|
Miami, FL |
7.57% |
Jun-19 |
P& I |
- | 4,201 | 1,850 | - | ||||||||||||||
|
Miami, FL |
7.57% |
Jun-19 |
P& I |
- | 3,678 | 1,775 | - | ||||||||||||||
|
Nonretail |
|||||||||||||||||||||
|
Oakbrook Terrace, IL |
6.00% |
Dec-24 |
I |
- | 1,950 | 1,950 | - | ||||||||||||||
|
Individually < 3% (d) |
(e) |
(f) |
P&I |
- | 2,475 | 828 | - | ||||||||||||||
| $ | - | $ | 29,678 | $ | 21,469 | $ | - | ||||||||||||||
|
Other Financing Loans: |
|||||||||||||||||||||
|
Nonretail |
|||||||||||||||||||||
|
Individually < 3% |
2.28% |
Apr-27 |
P&I |
$ | - | $ | 600 | $ | 369 | $ | - | ||||||||||
| $ | - | $ | 30,278 | $ | 21,838 | $ | - | ||||||||||||||
| (a) |
I = Interest only; P&I = Principal & Interest. |
| (b) |
The instruments actual cash flows are denominated in U.S. dollars and Canadian dollars as indicated by the geographic location above |
| (c) |
The aggregate cost for Federal income tax purposes was approximately $21.8 million as of December 31, 2017. |
| (d) |
Comprised of three separate loans with original loan amounts ranging from $0.1 million to $0.4 million. |
| (e) |
Interest rates range from 6.88% to 7.41%. |
| (f) |
Maturity dates range from October 2019 to December 2030. |
|
For a reconciliation of mortgage and other financing receivables from January 1, 2015 to December 31, 2017, see Footnote 10 of the Notes to Consolidated Financial Statements i ncluded in this Form 10-K. |
|
|
|
The Company feels it is not practicable to estimate the fair value of each receivable as quoted market prices are not available. |
|
The cost of obtaining an independent valuation on these assets is deemed excessive considering the materiality of the total receivables. |
98