-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MtpMKlzo6W57IV/pftcsxoJ5VVOpeiAhmFPK476O4BjmU1C9OvpMEDCOYPqdGUOp pj0ojTxp2EynkNJLwO1FIA== 0000889812-99-001483.txt : 19990514 0000889812-99-001483.hdr.sgml : 19990514 ACCESSION NUMBER: 0000889812-99-001483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990428 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KIMCO REALTY CORP CENTRAL INDEX KEY: 0000879101 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132744380 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10899 FILM NUMBER: 99620881 BUSINESS ADDRESS: STREET 1: 3333 NEW HYDE PARK RD STREET 2: PO BOX 5020 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 BUSINESS PHONE: 5168699000 MAIL ADDRESS: STREET 1: 3333 NEW HYDE PARK ROAD STREET 2: PO BOX 5020 CITY: NEW HYDE PARKQ STATE: NY ZIP: 11042 8-K 1 CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 1999 (April 28, 1999) Kimco Realty Corporation (Exact name of registrant as specified in its charter) Maryland 1-10899 13-2744380 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 3333 New Hyde Park Road New Hyde Park, New York 11042-0020 - ------------------------------------- ------------------- (Address of principal (zip code) executive offices) 516/869-9000 ----------------------------------- Registrant's telelphone, including area code Not Applicable - ------------------------------------------------------------------------------- (former name or former address, if changed since last report.) Page 1 of 8 KIMCO REALTY CORPORATION AND SUBSIDIARIES CURRENT REPORT ON FORM 8-K Item 2. Acquisition or Disposition of Assets On April 28, 1999, Kimco Realty Corporation ("Kimco") entered into a joint venture agreement with New York State Comptroller H. Carl McCall, as sole trustee of the New York State Common Retirement Fund ("NYSCRF"), whereby NYSCRF became a partner in Kimco Income Operating Partnership L.P. ("KIOP"), whose general partner is Kimco Income REIT. KIOP will invest primarily in high quality retail properties financed primarily through the use of individual non-recourse mortgages. Under the agreement, Kimco contributed to KIOP, through individual entities, 19 shopping center properties with an aggregate agreed equity value of approximately $105 million. Additionally, Kimco has agreed to contribute an additional $12 million to KIOP. NYSCRF has subscribed for up to $117 million of equity in KIOP, of which approximately $70 million has been used to fund the acquisition of four additional properties by KIOP, which were recently acquired by Kimco. As a result of these transactions, Kimco holds a non-controlling limited partnership interest in KIOP. For purposes of this Current Report on Form 8-K, Kimco is deemed to have disposed of the 19 shopping center properties and contributed such properties to KIOP and sold four properties to KIOP and, accordingly, such entities will no longer be consolidated in the results of operations of Kimco. Kimco will account for its investment in KIOP under the equity method of accounting. In connection with these transactions, KIOP entered into a master management agreement with Kimco, whereby, Kimco will perform services for fee relating to the management, operation, supervision and maintenance of the KIOP properties. As a result of the assets contributed by Kimco and NYSCRF, KIOP owns, through individual entities, 23 shopping center properties comprising approximately 4 million square feet of gross leasable area located in 13 states. The aggregate equity value of the properties, net of non-recourse debt of approximately $253 million, is approximately $175 million. The properties are 98% leased and include national anchor tenants such as Home Depot, Target and Kmart. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) (b) Financial Statements and Pro Forma Financial Information The pro forma financial information filed herewith is as follows: Page ---- Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1998................................4 Pro Forma Condensed Consolidated Statement of Income for the Year Ended December 31, 1998..................5 Notes to Pro Forma Condensed Consolidated Financial Statements.....6 2 KIMCO REALTY CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1998 gives effect to the contribution of 19 shopping center properties by Kimco to KIOP and the sale of four shopping center properties by Kimco to KIOP, as if the transactions had occurred as of December 31, 1998 (the "KIOP Transactions"). The accompanying Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 1998 reflects the historical results of the Company adjusted to give effect to the contribution of 19 shopping center properties by Kimco to KIOP and the sale of four shopping center properties by Kimco to KIOP, as if the transactions had occurred as of January 1, 1998. The Pro Forma Condensed Consolidated Financial Statements have been prepared by the management of the Company. These pro forma financial statements may not be indicative of the results that would have actually occurred if the KIOP Transactions had been in effect on the dates indicated. Also, they may not be indicative of the results that may be achieved in the future. The Pro Forma Condensed Consolidated Balance Sheet and Statement of Income should be read in conjunction with Kimco's audited financial statements as of December 31, 1998 and 1997 and for each of the three years in the period ending December 31, 1998 (which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998). 3 KIMCO REALTY CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands, except share information)
Kimco Pro Forma Kimco Historical Adjustments Pro Forma ----------------------------------------- ASSETS: Real estate, net $ 2,767,952 $ (381,483) $ 2,386,469 Investment in retail store leases 15,172 -- 15,172 Investments and advances in real estate joint ventures 64,263 115,566 179,829 Cash and cash equivalents 43,920 21,274 65,194 Accounts and notes receivable 31,821 (2,541) 29,280 Other assets 128,050 (9,443) 118,607 ----------------------------------------- $ 3,051,178 $ (256,627) $ 2,794,551 ========================================= LIABILITIES & STOCKHOLDERS' EQUITY: Notes payable $ 855,250 $ -- $ 855,250 Mortgages payable 434,311 (253,113) 181,198 Other liabilities 163,643 (3,514) 160,129 ----------------------------------------- 1,453,204 (256,627) 1,196,577 ----------------------------------------- Minority interests in partnerships 12,955 -- 12,955 ----------------------------------------- Commitments and contingencies Stockholders' equity Preferred Stock, $1.00 par value, authorized 3,470,000 and 5,000,000 shares, respectively Class A Preferred Stock, $1.00 par value, authorized 345,000 shares Issued and outstanding 300,000 shares 300 -- 300 Aggregate liquidation preference $75,000,000 Class B Preferred Stock, $1.00 par value, authorized 230,000 shares Issued and outstanding 200,000 shares 200 -- 200 Aggregate liquidation preference $50,000,000 Class C Preferred Stock, $1.00 par value, authorized 460,000 shares Issued and outstanding 400,000 shares 400 -- 400 Aggregate liquidation preference $100,000,000 Class D Convertible Preferred Stock, $1.00 par value, authorized 700,000 shares Issued and outstanding 429,159 shares Aggregate liquidation preference $107,289,750 429 -- 429 Common stock, $.01 par value, authorized 100,000,000 shares Issued and outstanding 60,133,704 and 40,394,805 shares, respectively 601 -- 601 Paid-in capital 1,707,272 -- 1,707,272 Cumulative distributions in excess of net income (124,183) -- (124,183) ----------------------------------------- 1,585,019 -- 1,585,019 ----------------------------------------- $ 3,051,178 $ (256,627) $ 2,794,551 =========================================
4 KIMCO REALTY CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands, except per share information)
Kimco Pro Forma Kimco Historical Adjustments Pro Forma ----------------------------------- Revenues from rental property $ 338,798 $ (18,772) $ 320,026 ----------------------------------- Rental property expenses: Rent 12,568 (551) 12,017 Real estate taxes 45,473 (2,123) 43,350 Interest 64,912 (2,682) 62,230 Operating and maintenance 33,246 (1,308) 31,938 Depreciation and amortization 51,348 (3,927) 47,421 ----------------------------------- 207,547 (10,591) 196,956 ----------------------------------- Income from rental property 131,251 (8,181) 123,070 Income from investment in retail store leases 3,703 -- 3,703 ----------------------------------- 134,954 (8,181) 126,773 Management fee income 3,646 1,200 4,846 General and administrative expenses (18,583) 300 (18,283) Equity in income of real estate joint ventures, net 3,106 7,700 10,806 Minority interest in income of partnerships, net (1,275) -- (1,275) Other income, net 4,417 (100) 4,317 ----------------------------------- Income before gain on sale of shopping center property and extraordinary items 126,265 919 127,184 Gain on sale of shopping center 901 -- 901 ----------------------------------- Income before extraordinary items 127,166 919 128,085 Extraordinary items (4,900) -- (4,900) ----------------------------------- Net income $ 122,266 $ 919 $ 123,185 =================================== Net income applicable to common shares $ 97,612 $ 919 $ 98,531 =================================== Per common share: Income before extraordinary items Basic $2.05 $2.07 ===== ===== Diluted $2.02 $2.04 ===== ===== Net income Basic $1.95 $1.97 ===== ===== Diluted $1.93 $1.95 ===== =====
5 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation The accompanying Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1998 gives effect to the contribution of 19 shopping center properties by Kimco to KIOP and the sale of four shopping center properties by Kimco, to KIOP as if the transactions had occurred, as of December 31, 1998 (the "KIOP Transactions"). The accompanying Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 1998 reflects the historical results of the Company adjusted to give effect to the contribution of 19 shopping center properties by Kimco to KIOP and the sale of four shopping center properties by Kimco to KIOP as if the transactions had occurred as of January 1, 1998. The Pro Forma Condensed Consolidated Financial Statements have been prepared by the management of the Company. These pro forma financial statements may not be indicative of the results that would have actually occurred if the KIOP Transactions had been in effect on the dates indicated. Also, they may not be indicative of the results that may be achieved in the future. 2. Pro Forma Adjustments (i) Balance Sheet: A. The adjustments to real estate, net, accounts and notes receivable, other assets, mortgages payable and other liabilities reflect as of December 31, 1998 the contribution of 19 shopping center properties by Kimco to KIOP and the sale of two properties by Kimco to KIOP. (The remaining two properties sold by Kimco to KIOP were not acquired by Kimco until 1999 and were, therefore, not included in the Consolidated Balance Sheet of Kimco at December 31, 1998. These two properties were sold to KIOP for amounts equal to Kimco's acquisition cost and, accordingly, have no effect on the pro forma adjustments.) B. The adjustment to investments and advances in real estate joint ventures reflects Kimco's initial contribution to KIOP of 19 shopping center properties and advances related to the other assets and liabilities of such properties. 6 C. The adjustments to cash and cash equivalents reflects (i) the cash received by Kimco from the sale of two properties to KIOP and (ii) the cash contributed to KIOP in connection with the contribution of the 19 shopping center properties. (ii) Income Statement: A. The adjustments to revenues from rental property and rental property expenses, reflect the elimination of the operating results of the 19 shopping center properties contributed by Kimco to KIOP and the two properties sold by Kimco to KIOP. (The remaining two properties sold by Kimco to KIOP were not acquired by Kimco until 1999 and were, therefore, not included in the Consolidated Income Statement of Kimco at December 31, 1998 and, accordingly, have no effect on the pro forma adjustments.) The operating results eliminated from the Kimco historical amounts reflect the operations for the period which Kimco owned the properties. Of the 21 properties contributed and sold by Kimco to KIOP, 16 properties were acquired at various dates during 1998 and, accordingly, do not reflect a full year of operating results. B. The adjustment to management fee income reflects the fees payable to Kimco by KIOP in connection with the management, operation, supervision and maintenance of the properties owned by KIOP, as if Kimco began managing the properties as of January 1, 1998. C. The adjustment to equity in income of real estate joint ventures, net reflects the equity in income from Kimco's investment in KIOP represented by the results of operations of the 23 properties owned by KIOP for the year ended December 31, 1998 as if KIOP had owned the properties as of January 1, 1998. Mortgage financing was obtained on 19 of the properties during November 1998. The results of operations of those properties reflect mortgage interest as if the mortgage financing had been obtained as of January 1, 1998. 7 SIGNATURES Pursuant to the requirements of the Securities exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Kimco Realty Corporation ------------------------ Registrant Date: May 13, 1999 By: /s/ Michael V. Pappagallo ---------------------------- Michael V. Pappagallo Chief Financial Officer 8 -----END PRIVACY-ENHANCED MESSAGE-----