-----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, CoV4FhFxSIFuv2Zd2mgJewka0Y8e01GB8jSifhe2op/V7EiGJkCT9qid26qzl9Mq fqHwmXhzUma/M/ZtgAaxpw== 0000889812-00-001375.txt : 20000329 0000889812-00-001375.hdr.sgml : 20000329 ACCESSION NUMBER: 0000889812-00-001375 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000328 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: 10-K405 SEC ACT: SEC FILE NUMBER: 001-10899 FILM NUMBER: 581180 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 10-K405 1 ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1999 ----------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to --------------- --------------- Commission file number 1-10899 ------- Kimco Realty Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 13-2744380 - ---------------------------- -------------------------------------------- (State of incorporation) (I.R.S. Employer Identification No.) 3333 New Hyde Park Road, New Hyde Park, NY 11042-0020 - -------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code (516) 869-9000 ----------------------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ------------------- ---------------- Common Stock, par value $.01 per share. New York Stock Exchange - --------------------------------------- ------------------------ Depositary Shares, each representing one- - ----------------------------------------- tenth of a share of 7-3/4% Class A - ---------------------------------- Cumulative Redeemable Preferred Stock, - -------------------------------------- par value $1.00 per share. New York Stock Exchange - -------------------------- ------------------------ Depositary Shares, each representing one- - ----------------------------------------- tenth of a share of 8-1/2% Class B - ---------------------------------- Cumulative Redeemable Preferred Stock, - -------------------------------------- par value $1.00 per share. New York Stock Exchange - -------------------------- ------------------------ Depositary Shares, each representing one- - ----------------------------------------- tenth of a share of 8-3/8% Class C - ---------------------------------- Cumulative Redeemable Preferred Stock, - -------------------------------------- par value $1.00 per share. New York Stock Exchange - -------------------------- ------------------------ Depositary Shares, each representing one- - ----------------------------------------- tenth of a share of 7-1/2% Class D - ---------------------------------- Cumulative Convertible Preferred - -------------------------------- Stock, par value $1.00 per share. New York Stock Exchange - --------------------------------- ------------------------ Securities registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of class) Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X --- The aggregate market value of the voting stock held by nonaffiliates of the registrant was approximately $1.8 billion based upon the closing price on the New York Stock Exchange for such stock on March 1, 2000. (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. 60,795,593 shares as of March 1, 2000. Page 1 of 79 DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on May 18, 2000. Index to Exhibits begins on page 34. 2 TABLE OF CONTENTS Form 10-K Report Item No. Page - -------- ------ PART I 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . 13 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 14 4. Submission of Matters to a Vote of Security Holders . . . . 14 Executive Officers of the Registrant . . . . . . . . . . . . 24 PART II 5. Market for the Registrant's Common Equity and Related Shareholder Matters . . . . . . . . . . . . . 25 6. Selected Financial Data . . . . . . . . . . . . . . . . . . 26 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . 28 7A. Quantitative and Qualitative Disclosures About Market Risk. . 31 8. Financial Statements and Supplementary Data . . . . . . . . 31 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . 31 PART III 10. Directors and Executive Officers of the Registrant . . . . . 32 11. Executive Compensation . . . . . . . . . . . . . . . . . . . 32 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . 32 13. Certain Relationships and Related Transactions . . . . . . . 32 PART IV 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . 33 3 PART I ------ FORWARD-LOOKING STATEMENTS -------------------------- This annual report on Form 10-K, together with other statements and information publicly disseminated by Kimco Realty Corporation (the "Company"or "Kimco") contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to,(i) general economic and local real estate conditions, (ii) financing risks, such as the inability to obtain equity or debt financing on favorable terms, (iii) changes in governmental laws and regulations, (iv) the level and volatility of interest rates (v) the availability of suitable acquisition opportunities and (vi) increases in operating costs. Accordingly, there is no assurance that the Company's expectations will be realized. Item 1. Business - ----------------- General Kimco Realty Corporation is one of the nation's largest owners and operators of neighborhood and community shopping centers. As of March 1, 2000, the Company's portfolio was comprised of 473 property interests including 405 neighborhood and community shopping center properties, two regional malls, 55 retail store leases, five parcels of undeveloped land, one distribution center and five projects under development comprising a total of approximately 62.0 million square feet of leasable space located in 41 states. The Company's portfolio includes 29 shopping center properties comprising 5.4 million square feet (the "KIR Portfolio") relating to the Kimco Income REIT ("KIR"), a joint venture arrangement with institutional investors established for the purpose of investing in high quality retail properties financed primarily with individual non-recourse mortgage debt (See Recent Developments - Investment in Kimco Income REIT ("KIR")). The Company believes its portfolio of neighborhood and community shopping center properties is the largest (measured by gross leasable area, "GLA") currently held by any publicly-traded real estate investment trust ("REIT"). The Company is a self-administered REIT and manages its properties through present management, which has owned and operated neighborhood and community shopping centers for more than 30 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. The Company's executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 and its telephone number is (516)869-9000. Unless the context indicates otherwise, the term the "Company" as used herein is intended to include subsidiaries of the Company. History The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders. In 1973, these principals formed the Company as a Delaware corporation, and in 1985, the operations of The Kimco Corporation were merged into the Company. The Company completed its initial public stock offering (the "IPO") in November 1991, and reorganized as a Maryland corporation during 1994. The Company's growth through its first fifteen years resulted primarily from the ground-up development and construction of its shopping centers. By 1981, the Company had assembled a portfolio of 77 properties that provided an established source of income and positioned the Company for an expansion of its asset base. At that time, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and creating value through the redevelopment and re-tenanting of those properties. As a result of this strategy, substantially all of the shopping centers added to the Company's portfolio from 1981 through 1998 have been through the acquisition of existing shopping centers. 4 During 1998, the Company, through a merger transaction, completed the acquisition of The Price REIT, Inc., a Maryland corporation (the "Price REIT")(See Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). Prior to the merger, Price REIT was a self-administered and self-managed equity REIT that was focused on the acquisition, development, management and redevelopment of large retail community shopping center properties concentrated in the western part of the United States. In connection with the Merger, the Company acquired interests in 43 properties, located in 17 states, consisting of 39 retail community centers, one stand-alone retail warehouse, one project under development and two undeveloped land parcels, containing approximately 8.0 million square feet of GLA. The overall occupancy rate of the retail community centers was approximately 98%. With the completion of the Price REIT merger, the Company expanded its presence in certain western states including California, Arizona and Washington. In addition, Price REIT had strong ground-up development capabilities. These development capabilities, coupled with the Company's own construction management expertise, provides the Company, on a selective basis, the ability to pursue ground-up development opportunities. During 1998 and 1999, the Company has capitalized on its enhanced ground-up development capabilities and has commenced ground-up development projects located in Bridgewater, NJ, Houston, TX, Cedar Hill, TX, San Antonio, TX, Chandler, AZ, Miamisburg, OH and Dover, DE. During 1999, the Company completed the Bridgewater, NJ development. During 1998, the Company formed KIR, an entity in which the Company held a 99.99% limited partnership interest. KIR was established for the purpose of investing in high quality properties financed primarily with individual non-recourse mortgages. The Company believes that these properties are appropriate for financing with greater leverage than the Company traditionally uses. At the time of formation, the Company contributed 19 properties to KIR, each encumbered by an individual non-recourse mortgage. During 1999, KIR sold a significant interest in the partnership to institutional investors. As a result, the Company holds, as of December 31, 1999, a 43.3% non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting (See Recent Developments - Investment in Kimco Income REIT ("KIR") and Note 4 of the Notes to Consolidated Financial Statements included in this annual report on form 10-K). Investment and Operating Strategy The Company's investment objective has been to increase cash flow, current income and, consequently, the value of its existing portfolio of properties, and to seek continued growth through (i) the strategic re-tenanting, renovation and expansion of its existing centers, (ii) the selective acquisition of established income-producing real estate properties and properties requiring significant re-tenanting and redevelopment, primarily in neighborhood and community shopping centers and (iii)the selective acquisition of land parcels for the ground-up development of neighborhood and community shopping centers in geographic regions in which the Company presently operates. The Company will consider investments in other real estate sectors and in geographic markets where it does not presently operate should suitable opportunities arise. The Company's neighborhood and community shopping center properties are designed to attract local area customers and typically are anchored by a discount department store, a supermarket or drugstore tenant offering day-to-day necessities rather than high-priced luxury items. The Company may either purchase or lease income-producing properties in the future, and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership. Equity investments may be subject to existing mortgage financing and other indebtedness or such financing or indebtedness may be incurred in connection with acquiring such investments. Any such financing or indebtedness will have priority over the Company's equity interest in such property. The Company may make loans to joint ventures in which it may or may not participate in the future. While the Company has historically held its properties for long-term investment, and accordingly has placed strong emphasis on its ongoing program of regular maintenance, periodic renovation and capital improvement, it is possible that properties in the portfolio may be sold, in whole or in part, as circumstances warrant, subject to REIT qualification rules. The Company emphasizes equity real estate investments, but may, at its discretion, invest in mortgages, other real estate interests and other investments. The mortgages in which the Company may invest may be either first mortgages, junior mortgages or other mortgage-related securities. 5 The Company may legally invest in the securities of other issuers, for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification. The Company may, on a selective basis, acquire all or substantially all securities or assets of other REITs or similar entities where such investments would be consistent with the Company's investment policies. In any event, the Company does not intend that its investments in securities will require it to register as an "investment company" under the Investment Company Act of 1940. The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. At December 31, 1999, the Company's single largest neighborhood and community shopping center, excluding the KIR Portfolio, accounted for only 1.4% of the Company's annualized base rental revenues and only 1.0% of the Company's total shopping center GLA. At December 31, 1999, the Company's five largest tenants, excluding the KIR Portfolio, include Kmart Corporation, Kohl's, Ames, The Home Depot and TJX Companies, which represent approximately 13.8%, 2.8%, 2.5%, 2.4% and 1.8%, respectively, of the Company's annualized base rental revenues. The Company intends to maintain a conservative debt capitalization with a ratio of debt to total market capitalization of approximately 50% or less. As of December 31, 1999, the Company had a debt to total market capitalization ratio of approximately 34%. The Company has authority to offer shares of capital stock or other senior securities in exchange for property and to repurchase or otherwise reacquire its common stock or any other securities and may engage in such activities in the future. At all times, the Company intends to make investments in such a manner as to be consistent with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), to qualify as a REIT unless, because of circumstances or changes in the Code (or in Treasury Regulations), the Board of Directors determines that it is no longer in the best interests of the Company to qualify as a REIT. The Company's policies with respect to the aforementioned activities may be reviewed and modified from time to time by the Company's Board of Directors without the vote of the Company's stockholders. Competition As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and operators of neighborhood and community shopping centers, the Company has established close relationships with a large number of major national and regional retailers and maintains a broad network of industry contacts. Management is associated with and/or actively participates in many shopping center and REIT industry organizations. Notwithstanding these relationships, there are numerous commercial developers, real estate companies, financial institutions and other investors that compete with the Company in seeking properties for acquisition and tenants who will lease space in these properties. Capital Resources 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. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $2.0 billion for the purposes of repaying indebtedness, acquiring interests in neighborhood and community shopping centers and for expanding and improving properties in the portfolio. During August 1998, the Company established a $215 million, unsecured revolving credit facility, which is scheduled to expire in August 2001. This credit facility, which replaced both the Company's $100 million unsecured revolving credit facility and $150 million interim credit facility, has made available funds to both finance the purchase of properties and meet any short-term working capital requirements. As of December 31, 1999 there were no borrowings outstanding under the Company's unsecured revolving credit facility. During November 1999, the Company established a $52 million unsecured term loan facility, which is scheduled to expire in November 2000. This credit facility was established to finance the purchase of properties and for general corporate purposes. The Company has also implemented a $200 million medium-term notes program (the "MTN program") pursuant to which it may from time to time offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs, and (ii) managing the Company's debt maturities. (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.) 6 In addition to the public debt and equity markets as capital sources, the Company may, from time to time, obtain mortgage financing on selected properties. As of December 31, 1999, the Company had over 350 unencumbered property interests in its portfolio. During August 1998, the Company filed a shelf registration on Form S-3 for up to $750 million of debt securities, preferred stock, depositary shares, common stock and common stock warrants. As of March 1, 2000, the Company had approximately $393.2 million available for issuance under this shelf registration statement. It is management's intention that the Company continually have access to the capital resources necessary to expand and develop its business. Accordingly, the Company may seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage financings in a manner consistent with its intention to operate with a conservative debt capitalization policy. The Company anticipates that cash flows from operations will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and the payment of dividends in accordance with REIT requirements in both the short-term and long-term. In addition, the Company anticipates that cash on hand, availability under its revolving credit facility, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. Cash flow from operations increased to $237.2 million for the year ended December 31, 1999, as compared to $158.7 million for the year ended December 31, 1998. Inflation and Other Business Issues Many of the Company's leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above predetermined thresholds ("Percentage Rents"), which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses include increases in the consumer price index or similar inflation indices. In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents upon renewal to market rates. Most of the Company's leases require 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 will, from time to time, enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt. As an owner of real estate, the Company is subject to risks arising in connection with the underlying real estate, including, among other factors, defaults or nonrenewal of tenant leases, the financial condition and stability of tenants, retailing trends, environmental matters and changes in real estate and zoning laws. The success of the Company also depends upon trends in the economy, including, but not limited to, interest rates, the availability of capital, either in the form of debt or equity, on satisfactory terms, income tax laws, governmental regulations and legislation and population trends. Operating Practices Nearly all operating functions, including leasing, legal, construction, data processing, maintenance, finance and accounting, are administered by the Company from its executive offices in New Hyde Park, New York. The Company believes it is critical to have a management presence in its principal areas of operation; accordingly, the Company also maintains regional offices in Margate, Orlando and Tampa, Florida; Philadelphia, Pennsylvania; Dallas, Texas; Dayton and Cleveland, Ohio; Lisle and Chicago, Illinois; Charlotte, North Carolina; Phoenix and Tucson, Arizona and Los Angeles, California. A total of 222 persons are employed at the Company's executive and regional offices. The Company's regional offices are generally staffed by a manager and the support personnel necessary to both function as local representatives for leasing and promotional purposes and to complement the corporate office efforts to ensure that property inspection and maintenance objectives are achieved. The regional offices are important in reducing the time necessary to respond to the needs of the Company's tenants. Leasing and maintenance personnel from the corporate office also conduct regular inspections of each shopping center. The Company also employs a total of 59 persons at several of its larger properties in order to more effectively administer its maintenance and security responsibilities. Management Information Systems Virtually all operating activities are supported by a sophisticated computer software system designed to provide management with operating data necessary to make informed business decisions on a timely basis. These proprietary 7 systems are continually expanded and enhanced by the Company and reflect a commitment to quality management and tenant relations. The Company has integrated an advanced mid-range computer with personal computer technology, creating a management information system that facilitates the development of property cash flow budgets, forecasts and related management information. Qualification as a REIT The Company has elected, commencing with its taxable year which began January 1, 1992, to qualify as a REIT under Sections 856 through 860 of 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. Recent Developments Investment in Kimco Income REIT ("KIR") - During 1998, the Company formed KIR, an entity in which the Company held a 99.99% limited partnership interest. KIR was established for the purpose of investing in real estate that it believes would be more appropriately financed through greater leverage than the Company traditionally uses. These properties include, but are not limited to, fully developed properties with strong, stable cash flows from credit-worthy retailers with long-term leases that have limited near-term potential for growth through redevelopment or re-tenanting. The Company initially identified and contributed 19 property interests to KIR which met this criteria. Each of these properties was encumbered by an individual non-recourse mortgage. On April 28, 1999, the Company entered into an agreement whereby an institutional investor purchased a significant interest in KIR. Under the terms of the agreement, the agreed equity value for the 19 shopping centers previously contributed by the Company to KIR was approximately $107 million and the Company agreed to contribute an additional $10 million for a total investment of approximately $117 million. The institutional investor has subscribed for up to $117 million of equity in KIR, of which approximately $107 million has been contributed as of December 31, 1999. During August 1999, KIR admitted three additional limited partners. Each new partner entered into a subscription agreement whereby they subscribed for an aggregate $35 million of equity in KIR. At December 31, 1999 approximately $32 million of such subscriptions had been contributed. As of December 31, 1999, KIR has subscription agreements totaling approximately $269 million, of which approximately $246 million has been contributed. As a result of these transactions, the Company holds a 43.3% non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting. During the period April 28, 1999 to December 31, 1999, KIR purchased ten shopping center properties, in separate transactions, aggregating 2.2 million square feet of GLA for approximately $218.3 million including the assumption of approximately $36.1 million of mortgage debt. Four of these properties were purchased from the Company for an aggregate purchase price of $70.1 million. As of December 31, 1999, the KIR Portfolio is comprised of 29 shopping center properties totaling 5.4 million square feet of GLA. During May 1999, KIR obtained individual non-recourse, non-cross collateralized ten-year fixed-rate first mortgages aggregating $52.6 million on four of its properties. These mortgages bear interest at rates ranging from 7.57% to 7.72% per annum. The net proceeds were used to finance the acquisition of various shopping center properties. Shopping Center Acquisitions - During the year ended December 31, 1999, the Company and its affiliates acquired interests in 35 shopping center properties located in 14 states (two of which were subsequently sold to KIR in April 1999), comprising approximately 4.1 million square feet of GLA for an aggregate purchase price of approximately $248.5 million, including the assumption of approximately $55.7 million of mortgage debt encumbering the properties as follows: In January 1999, the Company acquired Riverwalk Plaza located in South Charleston, WV for a purchase price of approximately $13.5 million, including the assumption of approximately $8.5 million of mortgage debt encumbering the property. This shopping center is anchored by Kroger and TJ Maxx and contains approximately 138,000 square feet of GLA. Also in January 1999, the Company acquired, in separate transactions, Palm Plaza and Magnolia Square shopping centers located in Temecula and San Ramon, CA, respectively, for an aggregate purchase price of approximately $45.1 million. Palm Plaza, consisting of approximately 340,000 square feet of GLA is anchored by K-Mart and Food 4 Less. Magnolia Square, anchored by Super Crown Books, has approximately 42,000 square feet of GLA. These two properties were subsequently sold to KIR in April 1999. 8 In February 1999, the Company acquired two properties, in separate transactions, for an aggregate purchase price of approximately $20.4 million. Located in Downers Grove, IL, Downers Park Plaza is comprised of approximately 137,000 square feet of GLA and is anchored by Dominick's Market and Coomers Crafts. Sharpstown Court, anchored by Office Depot contains approximately 84,000 square feet of GLA, and is located in Houston, TX. In March 1999 the Company acquired Southdale Shopping Center located in Des Moines, IA for a purchase price of approximately $8.6 million including the assumption of approximately $5.7 million in mortgage debt encumbering the property. Southdale is anchored by Best Buy and Office Max and contains approximately 143,000 square feet of GLA. In April 1999, the Company, through its Kimco Select Investments affiliate, acquired a Duane Reade shopping center located in Massapequa, NY containing approximately 22,000 square feet of GLA for a purchase price of approximately $3.6 million (See Recent Developments - Kimco Select Investments). In May 1999, the Company acquired Acadiana Square for a purchase price of approximately $7.8 million. This shopping center, located in Lafayette, LA, is anchored by Linens n' Things and Petsmart and contains approximately 71,000 square feet of GLA. On July 1, 1999, the Company exercised its option to acquire 13 shopping center properties comprising 1.6 million square feet of GLA from KC Holdings, Inc. ("KC Holdings"), an entity formed in connection with the Company's initial public stock offering in November 1991. The properties were acquired for an aggregate option price of approximately $39.8 million, paid $15.7 million in shares of the Company's common stock (401,646 common shares issued at $39.00 per share) and $24.1 million through the assumption of mortgage debt encumbering the properties. Such mortgage debt was repaid during September 1999. The members of the Company's Board of Directors who are not also shareholders of KC Holdings, unanimously approved the Company's purchase of these 13 shopping center properties (See Note 15 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). During September 1999, Landmark Station, a shopping center anchored by Waccamaw was purchased for approximately $6.0 million. This property is located in Greensboro, SC and contains approximately 101,000 square feet of GLA. In October 1999, the Company acquired a shopping center located in Houma, LA for a purchase price of approximately $9.9 million. This shopping center has approximately 99,000 square feet of GLA and is anchored by Old Navy and Office Max. In November 1999, the Company acquired The Center located in Stockton, CA for a purchase price of approximately $16.9 million including the assumption of approximately $8.4 million of mortgage debt encumbering the property. This shopping center is anchored by Homebase and Office Club and contains approximately 146,000 square feet of GLA. Also during November 1999, the Company purchased Highland Ridge Plaza, a shopping center anchored by Biggs Foods for a purchase price of approximately $7.7 million. This center is located in Cincinnati, OH and contains approximately 169,000 square feet of GLA. In November 1999, the Company acquired, in a series of transactions, nine property interests, for an aggregate purchase price of approximately $57.1 million in connection with the Hechinger Stores bankruptcy process. The properties are located in four states, containing an aggregate 0.8 million square feet of GLA. During December 1999, Regency Plaza, a shopping center located in Jacksonville, FL was acquired for a purchase price of approximately $12.1 million including the assumption of $9.0 million of mortgage debt encumbering the property. This property contains approximately 204,000 square feet of GLA and is anchored by Burlington Coat Factory, TJ Maxx and Office Max. The Company, as a regular part of its business operations, will continue to actively seek properties for acquisition, which have below market-rate leases or other cash flow growth potential. Property Developments and Redevelopments - The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace. During 1999, the Company substantially completed the redevelopment and re-tenanting of various shopping center properties. The Company expended approximately $24 million in connection with these major redevelopments and re-tenanting projects during 1999. The Company is currently involved in redeveloping several other shopping centers. The Company anticipates its capital commitment toward these and other redevelopment projects will be approximately $30 million during 2000. 9 During the year ended December 31, 1999, the Company acquired one land parcel and, through separate partnership investments, interests in two additional land parcels for the ground-up development of shopping centers for an aggregate purchase price of approximately $17.3 million. During 1999, the Company was in progress on ground-up development projects located in Bridgewater, NJ, Houston, TX, Cedar Hill, TX, San Antonio, TX, Chandler, AZ, Miamisburg, OH and Dover, DE. These projects had substantial pre-leasing prior to the commencement of construction. During 1999, the Company expended approximately $80 million in connection with the purchase of land and construction costs related to these projects. During 1999, the Company completed the development of Bridgewater, NJ. The Company anticipates its capital commitment toward these and other development projects will be approximately $100 million during 2000. Each development and redevelopment project represents an opportunity for the Company to capitalize on its leasing, site planning, design and construction expertise. These projects, which are currently proceeding on schedule and in line with the Company's budgeted costs, are expected to contribute to growth in the Company's funds from operations in the future. Property Dispositions - During the year ended December 31, 1999, the Company disposed of six shopping center properties and a land parcel. Cash proceeds from four of these dispositions aggregated approximately $6.1, million which approximated their aggregate net book value. During July 1999, the Company disposed of a shopping center property in New Port Richey, FL. Cash proceeds from the disposition totaling $.5 million, together with an additional $5.5 million cash investment, were used to acquire an exchange shopping center property located in Greensboro, NC during September 1999. The sale of this property resulted in a gain of approximately $.3 million. During October 1999, the Company, in separate transactions, disposed of a shopping center property and a land parcel for an aggregate sale price of approximately $4.5 million, which resulted in a gain of approximately $1.3 million. Kimco Select Investments - Kimco Select Investments, a New York general partnership ("Kimco Select"), was formed in 1997 to provide the Company, through its 90% ownership interest, the opportunity to make investments outside of its core neighborhood and community shopping center business. Kimco Select is managed by David M. Samber, formerly President and Chief Operating Officer of the Company, who owns the remaining 10% ownership interest in Kimco Select. Although potential investments may be largely retail-focused, Kimco Select may invest in other asset categories. Kimco Select will focus on investments where the intrinsic value in the underlying assets may provide potentially superior returns relative to the inherent risk. These investments may be in the form of direct ownership of real estate, mortgage loans, public and private debt and equity securities that Kimco Select believes are undervalued, unoccupied properties, properties leased to troubled or bankrupt tenants and other assets. During 1999, Kimco Select (i) invested $17.3 million in a joint venture which acquired a participation interest in a first and second mortgage collateralized by 24 properties owned by a national retailer who has filed for bankruptcy protection, (ii) acquired fee title to a property in Massapequa, NY anchored by Duane Reade for a purchase price of approximately $3.6 million, (iii) acquired two first mortgage participation interests collateralized by various convenience stores for $6.7 million, (iv) invested $.7 million in a joint venture which owns an office building and (v) invested $5.7 million in a joint venture which acquired a parcel of land for the development of a shopping center in Henderson, NV. Kimco Select also has investments in (i) certain public bonds, (ii) joint venture interests in two entities which own three office buildings in Miami, FL, (iii) three retail properties in the Chicago, IL market and (iv) three properties which are anchored by ambulatory care facilities with complementary retail space. The aggregate net investment related to these various investments is approximately $30 million. 10 Other Transactions - During December 1998, the Company acquired a first mortgage interest on a shopping center in Manhasset, NY for approximately $21 million. During April 1999, the Company acquired fee title to this property. During October 1999, the Company invested approximately $4.9 million in a partnership which is developing an office and retail center in Dover, DE. The Company has a 50% interest in this partnership. In October and December 1999, the Company acquired certain asset designation rights from the bankrupt estate of Hechinger Stores, Inc. These rights, which enabled the Company to direct the ultimate disposition of the fee or leasehold positions held by the bankrupt estate, were utilized to facilitate the acquisition of those positions by various national retailers. The Company was awarded designation rights to 63 former Hechinger and Builders Square locations, of which 57 have been designated to various retailers to date. Financings - Unsecured Debt. During February 1999, the Company issued $130 million of 6-7/8% fixed-rate Senior Notes due 2009 (the "Notes"). Interest on the Notes is payable semi-annually in arrears. The Notes were sold at 99.85% of par value. Net proceeds from the issuance totaling approximately $128.9 million, after related transaction costs of approximately $.9 million, were used, in part, to repay $100 million floating-rate senior notes that matured during February 1999 and for general corporate purposes. During October and December 1999, the Company issued an aggregate $100 million of fixed-rate unsecured medium-term notes (the "October and December MTNs") under its MTN program. The October and December MTNs mature in October 2004 and December 2007, respectively, and bear interest at 7.62% and 7.90% per annum, respectively. The proceeds were used to finance the acquisition of various shopping center properties and for general corporate purposes. During November 1999, the Company entered into an unsecured term loan for an aggregate $52 million. The term loan bears interest at Libor plus .70% per annum and matures in November 2000. The proceeds were used to finance the acquisition of various shopping center properties and for general corporate purposes. Mortgage Debt. During 1999, the Company obtained non-recourse, non-cross collateralized fixed rate first mortgage financing aggregating approximately $28.7 million on five of its properties. The mortgages bear interest at rates ranging from 7.00% to 8.25% per annum. Credit Facility. On August 21, 1998, the Company established a $215 million unsecured revolving credit facility (the "Credit Facility") with a group of banks. The Credit Facility is scheduled to expire in August 2001. Under the terms of the Credit Facility, funds may be borrowed for general corporate purposes, including (i) funding property acquisitions and (ii) development and redevelopment costs. Interest on borrowings under the Credit Facility accrues at a spread (currently .50%) to LIBOR, which fluctuates in accordance with changes in the Company's senior debt ratings. This Credit Facility replaced the Company's (i) $100 million unsecured revolving credit facility and (ii) $150 million interim credit facility. Equity. During 1999, the Company issued 401,646 shares of common stock at $39.00 per share in connection with its exercise of its option to acquire 13 shopping center properties from KC Holdings (See Note 15 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). During December 1999, the Company purchased and retired 160,000 shares of its common stock at a price of $31.75 per share, totaling approximately $5.1 million. The Company does not have a share repurchase program but acquired the shares when it received an unsolicited offer to buy them from an institutional investor. KC Holdings, Inc. To facilitate the Company's November 1991 IPO, 46 shopping center properties and certain other assets, together with indebtedness related thereto, were transferred to subsidiaries of KC Holdings. The Company, although having no ownership interest in KC Holdings or its subsidiary companies, was granted ten-year, fixed-price acquisition options which expire in November 2001 to reacquire the real estate assets owned by KC Holdings' subsidiaries, subject to any liabilities outstanding with respect to such assets at the time of an option exercise. As of December 31, 1999, KC Holdings' subsidiaries had conveyed 27 11 shopping center properties back to the Company and had disposed of ten additional centers in transactions with third parties. The members of the Company's Board of Directors who are not also shareholders of KC Holdings unanimously approved the purchase of each of the 27 shopping centers that have been reacquired by the Company from KC Holdings. (See Notes 11 and 15 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.) The Company manages five of KC Holdings' remaining nine shopping center properties pursuant to a management agreement. KC Holdings' other four shopping center properties are managed by unaffiliated joint venture partners. At December 31, 1999, the Company holds 10-year acquisition options which expire in November 2001 to reacquire interests in the remaining nine shopping center properties owned by KC Holdings' subsidiaries. The option exercise prices are fixed and payable in shares of the Company's common stock or, in the event payment in the form of common stock could jeopardize the Company's status as a REIT, an equivalent value in cash. If the Company exercises its options to acquire all the remaining shopping center properties, the maximum aggregate amount payable to KC Holdings would be approximately $5.3 million, or approximately 157,000 shares of the Company's common stock (assuming shares valued at the closing price on the NYSE of $33.875 per share as of December 31, 1999). The Company would acquire the properties subject to any existing mortgage indebtedness and other liabilities on the properties. The acquisition options enable the Company to obtain any appreciation in the value of these properties over the option exercise prices, while eliminating the Company's interim exposure to leverage and operating risks. The option exercise prices for the shopping center properties are generally equal to 10% of KC Holdings' share of the mortgage debt which was outstanding on the properties at the date of the IPO. If, however, the market value of the Company's common stock at the time an option is exercised is less than $13.33 per share (the IPO price), then the option exercise price will decline proportionately (subject to maximum reduction of 50%). The nine shopping center properties subject to the acquisition options are held in seven subsidiaries of KC Holdings. Four of the properties, which are owned in two separate joint ventures and managed by unaffiliated joint venture partners, are held by two subsidiaries, and the remaining five shopping center properties are each held by separate subsidiaries. The Company may exercise its acquisition options separately with respect to each subsidiary. The acquisition options may be exercised by either (i) a majority of the Company's directors who are not also stockholders of KC Holdings, provided that the pro forma annualized net cash flows of the properties to be acquired exceed the dividend yield on the shares issued to exercise each option, or (ii) a majority of the Company's stockholders who are not also stockholders of KC Holdings. KC Holdings' subsidiaries may sell any of the properties subject to the acquisition options to any third party unaffiliated with KC Holdings or its stockholders, provided that KC Holdings provides the Company with a 30-day right of first refusal notice with regard to such sale. KC Holdings may cause such a selling subsidiary to distribute any sale proceeds to KC Holdings or its stockholders, provided that the option exercise price with respect to such subsidiary is reduced by the amount that is distributed, and further provided that no amount may be distributed so as to cause the option exercise price for any subsidiary to be reduced to less than $1. Each of KC Holdings' subsidiaries may pay dividends to KC Holdings to the extent of net operating cash flow. In addition, any KC Holdings subsidiary may make distributions to KC Holdings in excess of net operating cash flow, provided that the option exercise price with respect to such subsidiary is reduced by the amount of such distribution, and further provided that no amount may be distributed so as to cause the option exercise price for any subsidiary to be reduced to less than $1. KC Holdings may increase the indebtedness in its subsidiaries for the purpose of improving, maintaining, refinancing or operating the related shopping center properties. Such indebtedness may include borrowings from the stockholders of KC Holdings. In the event of a complete casualty or a condemnation of a property held by any of KC Holdings' subsidiaries, the acquisition option will terminate with respect to such property and the option shall continue to be effective with respect to any other properties held by such subsidiary. Each of KC Holdings' subsidiaries has agreed with the Company that it will engage in no activities other than in connection with the ownership, maintenance and improvement of the properties that it owns and only to the extent that the Company could engage in such activities without receiving or earning non-qualifying income (in excess of certain limits) under the REIT provisions of the Code or without otherwise impairing the Company's status as a REIT. In addition, KC Holdings has covenanted not to engage in any other real 12 estate activity. The Company has agreed not to make loans to KC Holdings or its subsidiaries. Exchange Listings The Company's common stock, Class A Depositary Shares, Class B Depositary Shares, Class C Depositary Shares and Class D Depositary Shares are traded on the NYSE under the trading symbols "KIM", "KIMprA", "KIMprB", "KIMprC" and "KIMprD", respectively. Item 2. Properties Real Estate Portfolio As of January 1, 2000 the Company's real estate portfolio was comprised of approximately 62.0 million square feet of GLA in 404 neighborhood and community shopping center properties, two regional malls, 58 retail store leases, five parcels of undeveloped land, one distribution center and five projects under development, located in 41 states. The Company's portfolio includes 29 shopping center properties comprising approximately 5.4 million square feet of GLA relating to the KIR Portfolio. Neighborhood and community shopping centers comprise the primary focus of the Company's current portfolio, representing approximately 98% of the Company's total shopping center GLA. As of January 1, 2000, approximately 92.1% of the Company's neighborhood and community shopping center space (excluding the KIR Portfolio) was leased, and the average annualized base rent per leased square foot of the neighborhood and community shopping center portfolio (excluding the KIR Portfolio) was $7.87. As of January 1, 2000, the KIR Portfolio was 98% leased with an average annualized base rent per leased square foot of $10.48. The Company's neighborhood and community shopping center properties, generally owned and operated through subsidiaries or joint ventures, had an average size of approximately 138,000 square feet as of January 1, 2000. The Company retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with major renovations and refurbishing to preserve and increase the value of its properties. These projects usually include renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting. During 1999, the Company capitalized approximately $6.3 million in connection with these property improvements. The Company's neighborhood and community shopping centers (including the KIR Portfolio) are usually "anchored" by a national or regional discount department store, supermarket or drugstore. As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and operators of shopping centers, the Company has established close relationships with a large number of major national and regional retailers. National and regional companies that are tenants in the Company's shopping center properties include Kmart Corporation, Kohl's, Ames, The Home Depot, WalMart, TJX Companies, Toys/Kids R' Us, Shopko, A & P and Costco. A substantial portion of the Company's income consists of rent received under long-term leases. Most of the leases provide for the payment of fixed base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping centers. Although a majority of the leases require the Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the tenant, and the Company's standard small store lease provides for roof repairs to be reimbursed by the tenant as part of common area maintenance. The Company's management places a strong emphasis on sound construction and safety at its properties. Approximately 1,800 of the Company's 4,538 leases also contain provisions requiring the payment of additional rent calculated as a percentage of tenants' gross sales above predetermined thresholds. Percentage Rents accounted for approximately 2% of the Company's revenues from rental property for the year ended December 31, 1999. Minimum base rental revenues and operating expense reimbursements accounted for approximately 98% of the Company's total revenues from rental property for the year ended December 31, 1999. The Company's management believes that the average base rent per 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. 13 The Company has been able to capitalize on the below market-rate leases in its existing shopping center portfolio to obtain increases in rental revenues through the renewal of leases or strategic re-tenanting of space. For the period January 1, 1999 to December 31, 1999 excluding the effects of (i) the transfer of 21 properties to the KIR Portfolio at $10.25 per leased square foot in April 1999 and (ii) 1999 acquisitions at $7.46 per leased square foot, the Company increased the average base rent per leased square foot on its portfolio of neighborhood and community shopping centers (excluding the KIR Portfolio) from $7.81 to $7.90, an increase of $.09 per square foot, which was attributed to general leasing activity within the existing portfolio. The effect of 1999 acquisitions decreased the overal rent per leased square foot by $.03, thus bringing the average rent per leased square foot to $7.87 as of December 31, 1999. The average annual base rent per leased square foot for new leases (excluding the KIR Portfolio) executed in 1999 was $8.42. The Company seeks to reduce its operating and leasing risks through geographic and tenant diversity. No single neighborhood and community shopping center (excluding the KIR Portfolio) accounted for more than 1.0% of the Company's total shopping center GLA or more than 1.4% of total annualized base rental revenues as of December 31, 1999. The Company's five largest tenants (excluding the KIR Portfolio) include Kmart Corporation, Kohl's, Ames, The Home Depot and TJX Companies, which represent approximately 13.8%, 2.8%, 2.5%, 2.4% and 1.8%, respectively, of the annualized base rental revenues at December 31, 1999. The Company maintains an active leasing and capital improvement program that, combined with the high quality of the locations, has made, in management's opinion, the Company's properties attractive to tenants. The Company's management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners. Retail Store Leases In addition to neighborhood and community shopping centers, as of January 1, 2000, the Company's had interests in retail store leases totaling approximately 5.2 million square feet of anchor stores in 58 neighborhood and community shopping centers located in 24 states. As of January 1, 2000, approximately 94.0% of the space in these anchor stores had been sublet to retailers that lease the stores under net lease agreements providing for average annualized base rental payments to us of $4.15 per square foot. Our average annualized base rental payments under our retail store leases to the land owners of such subleased stores is approximately $2.77 per square foot. The average remaining primary term of our retail store leases (and, similarly, the remaining primary terms of our sublease agreements with the tenants currently leasing such space) is approximately 4 years, excluding options to renew the leases for terms which generally range from 5 to 25 years. Ground-Leased Properties The Company has 55 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center. The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements. At the end of these long-term leases, unless extended, the land together with all improvements revert to the land owner. Undeveloped Land The Company owns certain unimproved land tracts that it intends to develop as new shopping centers (See Recent Developments - Property Developments and Redevelopments) and owns parcels of land adjacent to certain of its existing shopping centers that are held for possible expansion. At times, should circumstances warrant, the Company may develop or dispose of these parcels. The table on pages 15 to 23 sets forth more specific information with respect to each of the Company's shopping center properties. Item 3. Legal Proceedings The Company is not presently involved in any litigation nor to its knowledge is any litigation threatened against the Company or its subsidiaries that, in management's opinion, would result in any material adverse effect on the Company's ownership, management or operation of its properties, or which is not covered by the Company's liability insurance. Item 4. Submission of Matters to a Vote of Security Holders None. 14 PROPERTY CHART
YEAR OWNERSHIP LEASABLE PERCENT DEVELOPED INTEREST/ LAND AREA AREA LEASED OR ACQUIRED (EXPIRATION)(2) (ACRES) (SQ. FT.) (1) --------------------------------------------------------------------------- ALABAMA HOOVER 1999 FEE 11.5 115,347 100 ARIZONA CHANDLER (4) 1999 FEE/JOINT VENTURE 36.0 -- -- GLENDALE (8) 1998 FEE 40.5 337,107 100 GLENDALE 1998 FEE/JOINT VENTURE 16.5 124,325 100 MESA 1998 FEE 19.8 135,692 97 NORTH PHOENIX 1998 FEE 17.0 228,769 100 PHOENIX (3) 1998 FEE 13.4 124,952 100 PHOENIX 1998 FEE 26.6 329,748 99 PHOENIX 1997 FEE 17.5 124,890 89 TEMPE 1998 FEE/JOINT VENTURE 21.1 381,312 100 TEMPE (5) 1998 FEE/JOINT VENTURE 20.0 -- -- CALIFORNIA ALHAMBRA 1998 FEE 18.4 200,634 77 ANAHEIM 1995 FEE 1.0 15,396 100 CARMICHAEL 1998 FEE 18.5 213,721 99 CHULA VISTA 1998 FEE 31.3 363,223 80 CORONA 1998 FEE 58.3 475,908 99 LA MIRADA 1998 FEE 31.2 263,459 96 OXNARD (8) 1998 FEE 14.4 171,580 100 SAN RAMON (8) 1999 FEE 5.3 42,066 100 SANTA ANA 1998 FEE 12.0 134,400 100 SANTEE 1998 FEE 11.0 97,451 94 STOCKTON 1999 FEE 14.6 146,346 100 TEMECULA (8) 1999 FEE 40.0 253,487 94 COLORADO AURORA 1998 FEE 13.8 145,466 90 AURORA 1998 FEE 9.9 44,170 99 AURORA 1998 FEE 13.9 111,085 100 COLORADO SPRINGS 1998 FEE 10.7 107,310 100 DENVER 1998 FEE 1.5 18,405 100 ENGLEWOOD 1998 FEE 6.5 80,330 98 LAKEWOOD 1998 FEE 7.6 82,581 100 CONNECTICUT HAMDEN 1997 FEE/ JOINT VENTURE 7.4 341,502 99 FARMINGTON 1998 FEE 16.9 184,746 95 NORTH HAVEN 1998 FEE 31.7 327,069 100 WATERBURY 1993 FEE 13.1 136,153 100 DELAWARE ELSMERE 1979 GROUND LEASE(2076) 17.1 111,600 100 DOVER (3) 1999 FEE/JOINT VENTURE 89.0 -- -- FLORIDA ALTAMONTE SPRINGS 1995 FEE 5.6 94,193 100 BOCA RATON 1967 FEE 9.9 73,549 100 BOYNTON BEACH (8) 1999 FEE 18.0 188,759 98 BRADENTON 1968 FEE/JOINT VENTURE 6.2 24,700 96 BRADENTON 1998 FEE 19.6 162,997 97 CORAL SPRINGS 1994 FEE 5.9 46,497 100 CORAL SPRINGS 1997 FEE 9.8 83,500 100 EAST ORLANDO 1971 FEE 11.6 131,981 80 FERN PARK 1968 FEE 12.0 131,834 96 FT. PIERCE 1970 FEE/JOINT VENTURE 14.8 210,460 87 HOMESTEAD 1972 FEE/JOINT VENTURE 21.0 161,619 94 JACKSONVILLE 1999 FEE 18.6 203,536 100 KISSIMMEE 1996 FEE 18.4 130,983 98 LAKE BARTON 1968 FEE 4.8 2,800 100 MAJOR LEASE (LEASE EXPIRATION/ OPTION EXPIRATION) ------------------------------------------------------------------------------------ ALABAMA HOOVER WALMART(2025/2095) ARIZONA CHANDLER (4) GLENDALE (8) COSTCO(2011/2046),HOMEBASE(2008/2028),LEVITZ(2012/2032) GLENDALE SEARS(2001/2016), MICHAELS(2003/2018), FABRI CENTER(2002/2017) MESA ROSS STORES(2000/2005),HARKINS THEATRE(2005/2025),OUR HOME(2005/2015) NORTH PHOENIX BURLINGTON COAT(2013/2023),COMP USA(2004/2019),MICHAELS(2007/2022) PHOENIX (3) HOME DEPOT(2020/2050),AUTO ZONE(2003/2013),MAYFAIR CARPETS(2005/2010) PHOENIX COSTCO(2006/2041),HOMEBASE(2009/2029) PHOENIX SAFEWAY(2009/2039),LA PETITE CHILD(2004/2014) TEMPE HOMEBASE(2010/2030),PETSMART(2011/2031),STAPLES(2005/2025) TEMPE (5) CALIFORNIA ALHAMBRA COSTCO(2006/2041),JO-ANN FABRICS(2004/2019) ANAHEIM CARMICHAEL HOME DEPOT(2003/2022),SPORTS AUTHORITY (2009/2024) CHULA VISTA COSTCO(2006/2041),HOMEBASE(2008/2028),JO-ANN FABRICS(2002/2017) CORONA COSTCO(2007/2042),HOME DEPOT(2010/2029),LEVITZ(2009/2029) LA MIRADA TOYS R US(2012/2032),LA FITNESS(2012/2022) OXNARD (8) TARGET(2003/2013),FOOD 4 LESS(2003/2008) SAN RAMON (8) CROWN BOOKS(2004/2014) SANTA ANA HOME DEPOT(2015/2035) SANTEE OFFICE DEPOT(2006/2021),ROSS STORES(2004/2024),MICHAELS(2003/2018) STOCKTON HOMEBASE(2006/2026),OFFICE DEPOT(2005/2015),COSTCO(2008/2033) TEMECULA (8) KMART(2017/2032),MERVYNS(2030),FOOD 4 LESS(2010/2030) COLORADO AURORA TJ MAXX(2002/2012),GLOBE FURNITURE(2003) AURORA BLOCKBUSTER(2003) AURORA COOMERS CRAFTS(2001/2006),CROWN LIQUOR(2005/2010) COLORADO SPRINGS CUB FOODS(2004/2034) DENVER PAYLESS DRUG(2002/2017) ENGLEWOOD PHAR-MOR(2004/2019),OLD COUNTRY BUFFET(2009/2019) LAKEWOOD SAFEWAY(2002/2032) CONNECTICUT HAMDEN BRADLEES(2004/2014),BON-TON(2002/2012),BOB'S(2016/2036) FARMINGTON SPORTS AUTHORITY(2018/2063),LINENS N THINGS(2016/2036),BORDERS BOOKS(2018/2063) NORTH HAVEN HOME DEPOT(2009/2029),BJ'S(2006/2041) WATERBURY BRADLEES(2002/2007),STOP & SHOP(2013/2043) DELAWARE ELSMERE VALUE CITY(2008/2038),PNC BANK(2003/2029) DOVER (3) FLORIDA ALTAMONTE SPRINGS ROOMS TO GO(2001),THOMASVILLE(2001/2006) BOCA RATON WINN DIXIE(2008/2033),TUESDAY MORNING(2008) BOYNTON BEACH (8) KMART(2006/2051),ALBERTSON'S(2015/2040) BRADENTON GRAND CHINA(2009/2014),CARRABBAS(2006/2021) BRADENTON TARGET(2040),PUBLIX(2012/2032),TJ MAXX(2003/2018) CORAL SPRINGS LINENS N THINGS(2012/2027),TGI FRIDAYS(2005/2015),PIER 1 IMPORTS(2001/2011) CORAL SPRINGS TJ MAXX(2001/2016),RAG SHOP(2001/2026),BLOCKBUSTER(2006/2026) EAST ORLANDO SPORTS AUTHORITY(2000/2020),OFFICE DEPOT(2005/2025) FERN PARK BED,BATH&BEYOND(2002/2012),BOOKS-A-MILLION(2006/2016),OFFICEMAX(2008/2023) FT. PIERCE KMART(2006/2016),WINN DIXIE(2002/2027),JO-ANN FABRICS(2001/2011) HOMESTEAD PUBLIX(2014/2034),OFFICEMAX(2013/2028),ECKERD(2002/2012) JACKSONVILLE BURLINGTON COAT(2003),TJ MAXX(2007),OFFICEMAX(2012) KISSIMMEE KASH N KARRY(2006/2036),OFFICEMAX(2012/2027),JO-ANN FABRICS(2001/2016) LAKE BARTON
15 PROPERTY CHART
YEAR OWNERSHIP LEASABLE PERCENT DEVELOPED INTEREST/ LAND AREA AREA LEASED OR ACQUIRED (EXPIRATION)(2) (ACRES) (SQ. FT.) (1) ---------------------------------------------------------------------------- LARGO 1968 FEE 12.0 149,472 100 LARGO 1992 FEE 29.4 215,916 98 LARGO 1993 FEE 6.6 56,630 98 LAUDERDALE LAKES 1968 FEE/JOINT VENTURE 10.0 112,476 97 LAUDERHILL 1978 FEE 15.5 179,726 97 LEESBURG 1969 GROUND LEASE(2017) 1.3 13,468 89 MARGATE 1993 FEE 34.1 261,030 97 MELBOURNE 1968 GROUND LEASE(2071) 11.5 168,737 56 MELBOURNE 1994 FEE 13.8 131,851 83 MIAMI 1968 FEE 8.2 104,968 100 MIAMI 1998 FEE/JOINT VENTURE 14.0 162,278 99 MIAMI 1985 FEE 15.9 89,275 100 MIAMI 1986 FEE 7.8 81,780 100 MIAMI 1998 FEE/JOINT VENTURE 4.0 161,118 85 MIAMI 1998 FEE/JOINT VENTURE 0.3 147,803 74 MIAMI 1999 FEE/JOINT VENTURE 1.3 56,323 89 MOUNT DORA 1997 FEE 12.4 118,150 100 OCALA 1997 FEE 27.2 254,937 92 ORLANDO 1968 FEE/JOINT VENTURE 10.0 114,434 87 ORLANDO 1968 GROUND LEASE(2047)/JOINT VENTURE 7.8 103,480 100 ORLANDO 1998 FEE/JOINT VENTURE 19.4 271,095 100 ORLANDO 1994 FEE 28.0 230,704 92 ORLANDO 1996 FEE 11.7 128,856 98 PALATKA 1970 FEE 8.9 72,216 88 PLANTATION 1974 FEE/JOINT VENTURE 4.6 60,414 100 POMPANO BEACH 1968 FEE/JOINT VENTURE 6.6 63,838 96 PORT RICHEY (8) 1998 FEE 14.3 103,294 100 RIVIERA BEACH 1968 FEE/JOINT VENTURE 5.1 46,390 98 SANFORD 1989 FEE 40.9 302,455 93 SARASOTA 1970 FEE 10.0 102,485 100 SARASOTA 1989 FEE 12.0 110,577 64 SOUTH MIAMI 1995 FEE 5.4 60,804 93 ST. PETERSBURG 1968 GROUND LEASE(2084)/JOINT VENTURE 9.0 118,979 100 STUART 1994 FEE 20.7 170,291 98 TALLAHASSEE 1998 FEE 12.8 105,535 100 TAMPA 1997 FEE 16.3 109,408 100 WEST MELBOURNE 1998 FEE 13.2 148,003 95 WEST PALM BEACH 1967 FEE/JOINT VENTURE 7.6 74,326 100 WEST PALM BEACH 1995 FEE 7.9 80,845 100 WINTER HAVEN 1973 FEE/JOINT VENTURE 13.9 88,400 62 GEORGIA ATLANTA 1988 FEE 19.5 165,314 100 AUGUSTA 1995 FEE 11.3 119,930 95 FOREST PARK 1969 FEE 14.2 100,212 93 GAINESVILLE 1970 FEE/JOINT VENTURE 12.6 142,288 97 MACON 1969 FEE 12.3 127,260 83 SAVANNAH 1993 FEE 22.2 187,071 100 SAVANNAH 1995 FEE 9.5 88,480 98 ILLINOIS ADDISON 1968 GROUND LEASE(2066) 8.0 93,289 100 ADDISON 1998 FEE 16.4 115,130 100 ALTON 1998 FEE 21.2 159,824 82 ARLINGTON HEIGHTS 1998 FEE 19.2 80,040 100 AURORA 1998 FEE 17.9 91,182 100 BELLEVILLE 1998 GROUND LEASE(2057) 20.3 81,490 100 BLOOMINGTON 1972 FEE 16.1 175,530 100 BRADLEY 1996 FEE 5.4 80,535 100 BRIDGEVIEW 1998 FEE 6.8 88,069 -- CALUMET CITY 1997 FEE 17.0 197,699 100 CARBONDALE 1997 GROUND LEASE(2052) 8.1 80,535 100 CHAMPAIGN 1998 FEE 9.0 102,615 100 MAJOR LEASE (LEASE EXPIRATION/ OPTION EXPIRATION) ------------------------------------------------------------------------------------ LARGO WALMART(2007/2027),ECKERD(2001/2004) LARGO PUBLIX(2009/2029),AMERICAN MULTI-CINEMA(2011/2036),OFFICE DEPOT(2004/2019) LARGO LAUDERDALE LAKES THRIFT SHOPS(2002/2012),FAMILY DOLLAR(2002/2017),GOODWILL INDUSTRIES(2001) LAUDERHILL BABIES R US(2004/2014) LEESBURG DISCOUNT AUTO(2004) MARGATE PUBLIX(2008/2028),OFFICE DEPOT(2005/2020),SAM ASH MUSIC(2006/2011) MELBOURNE JO-ANN FABRICS(2006/2016),WALGREENS(2045),GOODWILL INDUSTRIES(2001/2004) MELBOURNE WINN DIXIE(2002/2027),HOMELIFE(2001),ECKERD(2002/2022) MIAMI KMART(2009/2029),WALGREENS(2009) MIAMI BABIES R US(2006/2021),FIRESTONE TIRE(2003/2009) MIAMI PUBLIX(2019/2039),WALGREENS(2058),HOLLYWOOD VIDEO(2009/2024) MIAMI PUBLIX(2009/2029),WALGREENS(2018) MIAMI MIAMI MIAMI MOUNT DORA KMART(2013/2058),PET SUPERMARKET(2003/2013) OCALA KMART(2001/2021),SERVICE MERCHANDISE(2007/2032) ORLANDO BALLY'S(2008/2018),JO-ANN FABRICS(2001/2011) ORLANDO OFFICE FURNITURE(2002/2007) ORLANDO UPTONS(2009/2029),GENERAL CINEMA(2005/2025) ORLANDO COSTCO(2006/2026),SPORTS AUTHORITY(2011/2031),LOEWS(2008/2018) ORLANDO ROSS STORES(2003/2028),BIG LOTS(2004/2009) PALATKA SAVE A LOT(2003/2013),BIG LOTS(2002) PLANTATION BREAD OF LIFE(2009/2019),WHOLE FOODS(2009/2019) POMPANO BEACH THRIFT SHOPS(2003/2013) PORT RICHEY (8) CIRCUIT CITY(2011/2031), STAPLES(2006/2011) RIVIERA BEACH GOODWILL INDUSTRIES(2005/2008) SANFORD WALMART(2005/2035),ROSS STORES(2005/2025),PUBLIX(2005/2025) SARASOTA TJ MAXX(2001/2016),OFFICEMAX(2009/2024),FRANKS NURSERY(2012/2032) SARASOTA BEN FRANKLINS(2001/2006),ECKERD(2000),PET SUPERMARKET(2003/2013) SOUTH MIAMI KIDS R US(2016/2021),PARTY CITY(2007/2017) ST. PETERSBURG KASH N KARRY(2017/2037),TJ MAXX(2001/2011) STUART SERVICE MERCHANDISE(2010/2070),MARSHALLS(2005/2020),LINEN SUPERMARKET(2002/2007) TALLAHASSEE STEINMART(2003/2008),BEN FRANKLINS(2007/2022) TAMPA STAPLES(2003/2018) WEST MELBOURNE SERVICE MERCHANDISE(2005/2035),KROGER(2004/2034),MARSHALLS(2005/2010) WEST PALM BEACH WINN DIXIE(2010/2030),FAMILY DOLLAR(2009/2024) WEST PALM BEACH BABIES R US(2006/2021) WINTER HAVEN BIG LOTS(2005/2010),FABRI-CENTERS(2006/2016) GEORGIA ATLANTA AUGUSTA PHAR-MOR(2000/2007),TJ MAXX(2004/2014),GOLDS GYM(2004/2009) FOREST PARK GAINESVILLE BIG LOTS(2002),OFFICE DEPOT(2004/2020) MACON HEILIG-MEYERS(2007/2017), ODD LOTS(2003) SAVANNAH TOYS R US(2005),PHAR-MOR(2001/2004),TJ MAXX(2005/2015) SAVANNAH MEDIA PLAY(2006/2021),US BOAT MARINE(2004/2014) ILLINOIS ADDISON VALUE CITY(2001/2016) ADDISON KMART(2024/2054) ALTON GRANDPAS(2003/2023),H & R BLOCK(2003/2006) ARLINGTON HEIGHTS KMART(2024/2054) AURORA KMART(2024/2054) BELLEVILLE KMART(2024/2054) BLOOMINGTON SCHNUCK MARKETS(2004/2024),TOYS R US(2015/2045),BARNES & NOBLE(2005/2015) BRADLEY CARSON PIRIE(2014/2034) BRIDGEVIEW CALUMET CITY KMART(2024/2054),MARSHALLS(2003/2008),BEST BUY(2012/2032) CARBONDALE K'S MERCHANDISE(2012/2052) CHAMPAIGN K'S MERCHANDISE(2014/2034)
16 PROPERTY CHART
YEAR OWNERSHIP LEASABLE PERCENT DEVELOPED INTEREST/ LAND AREA AREA LEASED OR ACQUIRED (EXPIRATION)(2) (ACRES) (SQ. FT.) (1) ---------------------------------------------------------------------------- CHICAGO 1997 GROUND LEASE(2020) 13.4 109,441 100 CHICAGO 1997 GROUND LEASE(2040) 17.5 104,264 100 CHICAGO 1997 FEE 6.0 86,894 100 CHICAGO 1998 FEE 6.4 80,842 100 CHICAGO 1998 FEE 9.5 125,670 98 COUNTRYSIDE 1997 GROUND LEASE(2053) 27.7 117,842 100 CRESTHILL 1997 GROUND LEASE(2039) 9.0 90,313 -- CRESTWOOD 1997 GROUND LEASE(2051) 36.8 79,903 100 CRYSTAL LAKE 1998 FEE 6.1 81,365 72 DOWNERS GROVE 1999 FEE 24.8 123,918 98 DOWNERS GROVE 1997 FEE 12.0 141,906 100 DOWNERS GROVE 1998 FEE 7.2 182,624 100 ELGIN 1972 FEE 18.7 183,439 96 ELGIN 1998 FEE 9.0 100,342 100 FAIRVIEW HEIGHTS 1998 GROUND LEASE(2050) 19.1 159,587 100 FOREST PARK 1997 GROUND LEASE(2021) 9.3 98,371 100 GENEVA 1996 FEE 8.2 104,688 100 HOMEWOOD 1999 FEE 10.9 109,200 -- MATTESON 1997 FEE 17.0 164,987 100 MT.PROSPECT 1997 FEE 16.8 164,197 89 MUNDELIEN 1998 FEE 7.6 85,018 100 NAPERVILLE 1997 FEE 9.0 101,822 100 NILES 1997 GROUND LEASE(2022) 10.2 101,775 100 NORRIDGE 1997 GROUND LEASE(2042) 11.7 116,914 100 OAK LAWN 1997 FEE 15.4 165,337 100 OAKBROOK TERRACE 1997 FEE 16.9 176,827 97 ORLAND PARK 1998 FEE 18.8 116,011 100 ORLANDO 1998 FEE 7.8 166,000 100 OTTAWA 1970 FEE 9.0 60,000 100 PEORIA 1997 GROUND LEASE(2031) 20.5 156,067 100 ROCKFORD 1998 GROUND LEASE(2030) 9.0 102,971 100 SCHAUMBURG 1998 FEE 7.3 167,690 100 SCHAUMBURG 1997 GROUND LEASE(2015) 10.9 101,957 100 SKOKIE (3) 1997 GROUND LEASE(2003) 10.7 -- -- SPRINGFIELD 1998 GROUND LEASE(2028) 6.7 115,526 100 STREAMWOOD 1998 FEE 5.6 81,000 100 WAUKEGAN 1998 FEE 6.8 90,555 100 WOODRIDGE 1998 FEE 13.1 163,573 98 INDIANA E. WASHINGTON 1997 FEE 9.6 89,042 -- EAGLEDALE 1967 FEE 11.9 75,000 100 EVANSVILLE 1986 FEE 14.2 193,472 99 EVANSVILLE 1986 FEE 11.5 149,182 90 FELBRAM 1970 FEE 4.1 27,400 91 GREENWOOD 1970 FEE 25.7 157,160 70 GRIFFITH 1997 GROUND LEASE(2054) 10.6 114,684 100 INDIANAPOLIS 1998 FEE/JOINT VENTURE 17.4 166,104 57 INDIANAPOLIS 1986 FEE 20.6 178,610 100 LAFAYETTE 1971 FEE 12.4 90,500 96 LAFAYETTE 1997 FEE 24.3 183,440 98 LAFAYETTE 1998 FEE 43.2 209,176 87 MERRILLVILLE 1997 GROUND LEASE(2015) 12.7 105,511 100 MISHAWAKA 1998 FEE 7.5 82,100 100 SOUTH BEND 1998 FEE 1.8 81,668 100 IOWA CLIVE 1996 FEE 8.8 90,000 100 DAVENPORT 1997 GROUND LEASE(2028) 9.1 91,035 100 DES MOINES 1999 FEE 23.0 150,143 83 DES MOINES, POLK 1996 FEE 9.6 111,847 100 DUBUQUE 1997 GROUND LEASE(2019) 6.5 82,979 100 WATERLOO 1996 FEE 9.0 96,000 100 MAJOR LEASE (LEASE EXPIRATION/ OPTION EXPIRATION) ------------------------------------------------------------------------------------ CHICAGO KMART(2020) CHICAGO GOLDBLATT'S(2005/2025) CHICAGO KMART(2024/2054) CHICAGO KMART(2024/2054) CHICAGO KMART(2024/2054),PAYLESS SHOE(2003/2013) COUNTRYSIDE KMART(2024/2053) CRESTHILL CRESTWOOD KMART(2024/2051) CRYSTAL LAKE HOBBY LOBBY(2009/2019) DOWNERS GROVE SAFEWAY(2004/2019),WALGREENS(2022) DOWNERS GROVE TJ MAXX(2009/2024),BEST BUY(2016/2031) DOWNERS GROVE HEILIG-MEYERS(2008/2018) ELGIN MENARD(2001/2006),EAGLE FOOD(2000) ELGIN KMART(2024/2054) FAIRVIEW HEIGHTS KMART(2024/2050),OFFICEMAX(2015/2025),WALGREENS(2010/2029) FOREST PARK KMART(2021) GENEVA KMART(2024/2054) HOMEWOOD MATTESON KMART(2024/2054),MARSHALLS(2005/2010) MT.PROSPECT KMART(2024/2054) MUNDELIEN KMART(2024/2054) NAPERVILLE KMART(2024/2054) NILES KMART(2022) NORRIDGE KMART(2024/2042) OAK LAWN KMART(2024/2054),CHUCK E CHEESE(2002/2007) OAKBROOK TERRACE KMART(2024/2054),LINENS N THINGS(2006) ORLAND PARK VALUE CITY(2015/2030) ORLANDO HEILIG-MEYERS(2008/2018) OTTAWA SCHOTTENSTIEN(2006/2011) PEORIA KMART(2024/2031),MARSHALLS(2009/2024) ROCKFORD SHOPKO(2018/2030) SCHAUMBURG HEILIG-MEYERS(2008/2018) SCHAUMBURG KMART(2015) SKOKIE (3) SPRINGFIELD KMART(2024/2028) STREAMWOOD VALUE CITY(2015/2030) WAUKEGAN MEGA MARTS(2009/2029) WOODRIDGE GENERAL CINEMA(2006/2021),KOHLS(2010/2030) INDIANA E. WASHINGTON EAGLEDALE DAVIS WHOLESALE(2003/2012) EVANSVILLE SHOPKO(2018/2038),OFFICEMAX(2012/2027),MICHAELS(2004/2019) EVANSVILLE SHOPKO(2018/2038),BUEHLER FOODS(2003/2013),BLOCKBUSTER(2001/2016) FELBRAM SAVE A LOT(2001/2016),BLOCKBUSTER(2004/2009) GREENWOOD BABY SUPERSTORE(2006/2021),TOYS R US(2011/2056),FRANKS NURSERY(2016) GRIFFITH KMART(2024/2054) INDIANAPOLIS KROGER(2000/2020),CVS(2004/2024) INDIANAPOLIS TARGET(2009/2029),DOLLAR TREE(2004/2014),RAINBOW SHOPS(2004/2019) LAFAYETTE MENARD(2001/2006) LAFAYETTE TARGET(2000/2024),PAYLESS SHOE(2004/2014),JO-ANN FABRICS(2010/2020) LAFAYETTE PETSMART(2012/2032),STAPLES(2011/2026) MERRILLVILLE KMART(2015) MISHAWAKA K'S MERCHANDISE(2013/2023) SOUTH BEND MENARD(2010/2030) IOWA CLIVE KMART(2021/2051) DAVENPORT KMART(2024/2028) DES MOINES BEST BUY(2008/2023),OFFICEMAX(2008/2018),JO-ANN FABRICS(2007/2017) DES MOINES, POLK HOME DEPOT(2020/2065) DUBUQUE SHOPKO(2018/2019) WATERLOO KMART(2021/2051)
17 PROPERTY CHART
YEAR OWNERSHIP LEASABLE PERCENT DEVELOPED INTEREST/ LAND AREA AREA LEASED OR ACQUIRED (EXPIRATION)(2) (ACRES) (SQ. FT.) (1) --------------------------------------------------------------------------- KANSAS KANSAS CITY 1998 FEE 19.6 167,301 98 OVERLAND PARK 1998 FEE 14.5 162,982 100 ROELAND PARK 1997 GROUND LEASE(2024) 12.7 152,248 100 WICHITA (8) 1998 FEE 13.5 133,800 97 WICHITA (8) 1996 FEE 6.5 97,992 100 WICHITA (8) 1996 FEE 8.1 96,319 100 KENTUCKY BELLEVUE 1976 FEE 6.0 53,695 100 LEXINGTON 1993 FEE 35.8 258,713 99 PADUCAH 1998 GROUND LEASE(2039) 2.0 85,229 100 LOUISIANA BATON ROUGE 1983 FEE/JOINT VENTURE 7.0 190,000 100 BATON ROUGE 1997 FEE 18.6 262,256 91 HOUMA 1999 FEE 10.1 98,586 100 LAFAYETTE 1997 FEE 21.9 222,923 94 MARYLAND GAITHERSBURG 1999 FEE 8.7 87,061 29 HAGERSTOWN 1973 FEE 10.5 117,718 100 LANDOVER 1999 FEE 23.3 232,903 100 LAUREL 1964 FEE 18.0 75,924 100 LAUREL 1972 FEE 8.1 81,550 100 WHITE MARSH 1998 FEE 25.3 187,331 100 MASSACHUSETTS LEOMINSTER 1975 FEE 57.0 595,952 85 GREAT BARRINGTON 1994 FEE 14.1 134,817 97 MICHIGAN CLARKSTON 1996 FEE 20.0 156,864 100 CLAWSON 1993 FEE 13.5 179,655 100 FARMINGTON 1993 FEE 2.8 97,038 99 GRAND HAVEN 1976 FEE 7.6 87,430 40 LIVONIA 1968 FEE 4.5 44,185 100 MUSKEGON 1985 FEE 12.2 71,215 91 TAYLOR 1993 FEE 13.0 121,364 100 WALKER 1993 FEE 41.8 283,668 98 MINNESOTA MINNETONKA (8) 1998 FEE 12.1 120,220 99 MISSOURI BRIDGETON 1997 GROUND LEASE(2040) 27.3 101,592 100 CAPE GIRARDEAU 1997 GROUND LEASE(2060) 7.0 80,803 100 CREVE COEUR 1998 FEE 12.2 113,781 82 ELLISVILLE 1970 FEE 18.4 118,080 100 HAZELWOOD 1970 FEE 15.0 149,230 35 INDEPENDENCE 1998 FEE 21.0 160,795 95 JENNINGS 1971 FEE 8.2 155,095 15 JOPLIN 1998 FEE 12.6 143,540 99 JOPLIN (8) 1998 FEE 9.5 80,524 100 KANSAS CITY 1997 FEE 17.8 143,781 81 KANSAS CITY 1997 FEE 15.6 156,401 100 KIRKWOOD 1998 GROUND LEASE(2069) 19.8 169,736 98 LEMAY 1974 FEE 3.1 73,281 100 MANCHESTER (8) 1998 FEE 9.6 89,305 100 SPRINGFIELD 1994 FEE 41.5 277,552 97 SPRINGFIELD 1998 GROUND LEASE(2087) 18.5 162,488 93 ST. CHARLES 1999 GROUND LEASE(2039) 8.4 84,460 100 MAJOR LEASE (LEASE EXPIRATION/ OPTION EXPIRATION) ------------------------------------------------------------------------------------ KANSAS KANSAS CITY KMART(2024/2054),PRICE CHOPPER(2002/2017) OVERLAND PARK HOME DEPOT(2005/2050) ROELAND PARK KMART(2024/2024),PRICE CHOPPER(2004/2009) WICHITA (8) BEST BUY(2010/2025),TJ MAXX(2004/2019),MICHAELS(2005/2025) WICHITA (8) SHOPKO(2018/2038) WICHITA (8) SHOPKO(2018/2038) KENTUCKY BELLEVUE KROGER(2005/2035) LEXINGTON BEST BUY(2009/2024),BED BATH & BEYOND(2013/2038),TOYS R US(2013/2038) PADUCAH SHOPKO(2018/2038) LOUISIANA BATON ROUGE MERCANTILE(2011/2031) BATON ROUGE BURLINGTON COAT(2004/2024),STEIN MART(2006/2016) HOUMA OLD NAVY(2009/2014),OFFICEMAX(2013/2028),MICHAELS(2009/2019) LAFAYETTE STEIN MART(2005/2020),LINENS N THINGS(2009/2024) MARYLAND GAITHERSBURG OBA FEDERAL SAVINGS(2004),ALADDIN(2000) HAGERSTOWN AMES(2007/2017),SUPER SHOE(2006/2016),CVS(2002) LANDOVER RAYTHEON(2003) LAUREL OLD COUNTRY BUFFET(2009/2019) LAUREL AMES(2007/2017) WHITE MARSH COSTCO(2013/2048),SPORTS AUTHORITY(2011/2021),PETSMART(2010/2030) MASSACHUSETTS LEOMINSTER SEARS(2003/2033),JCPENNEY(2009/2034),BRADLEES(2009/2024) GREAT BARRINGTON KMART(2001/2016),PRICE CHOPPER(2016/2036) MICHIGAN CLARKSTON FARMER JACKS(2015/2045),FRANKS NURSERY(2011/2031),CVS(2005/2020) CLAWSON FARMER JACKS(2006/2016),FRANKS NURSERY(2016),STAPLES(2011/2026) FARMINGTON FARMER JACKS(2001),DAMMAN HARDWARE(2002) GRAND HAVEN QUALITY MATTRESS(2008),FASHION BUG(2007/2017) LIVONIA DAMMAN HARDWARE(2004/2014),CENTURY 21(2005/2010),BLOCKBUSTER(2003) MUSKEGON PLUMB'S FOOD(2002/2022),JO-ANN FABRICS(2002/2012) TAYLOR KOHLS(2011/2031),DRUG EMPORIUM(2000/2020) WALKER KOHLS(2017/2037),LOEWS THEATRE(2002/2037) MINNESOTA MINNETONKA (8) TOYS R US(2016/2031),OFFICEMAX(2001/2011) MISSOURI BRIDGETON KOHLS(2010/2020) CAPE GIRARDEAU SHOPKO(2018/2038) CREVE COEUR KOHLS(2018/2038) ELLISVILLE SHOP N SAVE(2005/2015) HAZELWOOD WALGREENS(2006) INDEPENDENCE KMART(2024/2054),OFFICE DEPOT(2012/2032) JENNINGS WALGREENS(2056) JOPLIN GOODY'S FAMILY(2010/2015) JOPLIN (8) SHOPKO(2018/2038) KANSAS CITY HOME DEPOT(2005/2050) KANSAS CITY KMART(2024/2054),PRICE CHOPPER(2001/2006) KIRKWOOD KMART(2024/2054),FRANKS NURSERY(2011),HANCOCK FABRICS(2007/2017) LEMAY SHOP N SAVE(2003/2008) MANCHESTER (8) KOHLS(2018/2038) SPRINGFIELD BEST BUY(2011/2026),JCPENNEY HOME(2005/2015) SPRINGFIELD KMART(2024/2054),OFFICE DEPOT(2005/2010) ST. CHARLES KOHLS(2019/2039)
18 PROPERTY CHART
YEAR OWNERSHIP LEASABLE PERCENT DEVELOPED INTEREST/ LAND AREA AREA LEASED OR ACQUIRED (EXPIRATION)(2) (ACRES) (SQ. FT.) (1) ---------------------------------------------------------------------------- ST. CHARLES (5) 1998 FEE 36.9 -- -- ST. JOSEPH 1998 FEE 10.2 90,630 -- ST. LOUIS 1972 FEE 13.1 163,821 81 ST. LOUIS 1997 GROUND LEASE(2025) 19.7 155,868 100 ST. LOUIS 1997 GROUND LEASE(2035) 37.7 168,367 82 ST. LOUIS 1997 GROUND LEASE(2040) 16.3 128,765 100 ST. LOUIS 1997 FEE 17.5 163,168 80 ST. LOUIS 1998 FEE 17.5 157,913 70 ST.PETERS 1997 FEE 14.8 171,470 97 NEVADA HENDERSON (5) 1999 FEE/JOINT VENTURE 36.0 -- -- NEW HAMPSHIRE SALEM 1994 FEE 39.8 340,626 93 NEW JERSEY BRIDGEWATER 1999 FEE 75.0 157,678 100 CHERRY HILL 1985 FEE/JOINT VENTURE 18.6 121,673 78 CHERRY HILL 1996 GROUND LEASE(2035) 15.2 129,809 100 CINNAMINSON 1996 FEE 13.7 121,084 94 FRANKLIN 1998 FEE 14.9 138,364 95 NORTH BRUNSWICK 1994 FEE 38.1 409,879 100 PISCATAWAY 1998 FEE 9.6 97,348 96 PLAINFIELD (8) 1998 FEE 16.2 133,249 100 RIDGEWOOD 1994 FEE 2.7 24,280 100 WESTMONT 1994 FEE 17.4 192,380 81 NEW MEXICO ALBUQUERQUE 1998 FEE 4.7 37,735 100 ALBUQUERQUE 1998 FEE 26.0 180,512 99 ALBUQUERQUE 1998 FEE 4.8 59,722 95 NEW YORK BRIDGEHAMPTON 1973 FEE 30.2 287,632 98 BRONX 1998 FEE/JOINT VENTURE 11.0 225,821 96 CARLE PLACE 1993 FEE 8.3 132,318 100 CENTEREACH 1993 FEE/JOINT VENTURE 40.7 371,028 89 COMMACK 1998 GROUND LEASE(2085)/JOINT VENTURE 35.7 255,798 100 COPIAGUE (8) 1998 FEE 15.4 154,692 100 HAMPTON BAYS 1989 FEE 8.2 70,990 100 HENRIETTA 1988 FEE 14.9 123,000 15 IRONDEQUOIT 1988 FEE 12.8 149,872 100 LATHAM (8) 1999 FEE 59.0 589,518 98 MANHASSET 1999 FEE 9.3 236,373 62 MASSAPEQUA 1999 FEE 2.2 22,010 100 NANUET 1984 FEE 6.0 70,829 74 PLAINVIEW 1969 FEE 7.0 88,206 95 POUGHKEEPSIE 1972 FEE 20.0 180,064 39 STATEN ISLAND 1989 FEE 16.7 210,990 100 STATEN ISLAND 1997 FEE 7.0 98,247 95 SYOSSET 1967 FEE 2.5 32,124 72 WEST GATES 1993 FEE 18.6 185,153 39 YONKERS 1995 FEE 4.1 43,560 100 NORTH CAROLINA CARY 1998 FEE 10.9 102,787 100 CHARLOTTE 1968 FEE 13.5 110,300 97 CHARLOTTE 1993 FEE 14.0 135,269 100 CHARLOTTE 1986 GROUND LEASE(2048) 18.5 227,808 88 DURHAM 1996 FEE 13.2 116,186 100 GASTONIA 1989 FEE 24.9 235,607 91 GREENSBORO 1999 FEE 8.2 100,794 100 MAJOR LEASE (LEASE EXPIRATION/ OPTION EXPIRATION) ------------------------------------------------------------------------------------ ST. CHARLES (5) ST. JOSEPH ST. LOUIS KMART(2000/2020),WALGREENS(2006) ST. LOUIS KMART(2024/2025),FRANKS NURSERY(2005/2015) ST. LOUIS KMART(2024/2035),FIRESTONE(2004/2018) ST. LOUIS KMART(2024/2040) ST. LOUIS KMART(2024/2054) ST. LOUIS BURLINGTON COAT(2004/2024),FRANKS NURSERY(2011),OFFICE DEPOT(2005/2015) ST.PETERS KMART(2024/2054),OFFICE DEPOT(2004/2009) NEVADA HENDERSON (5) NEW HAMPSHIRE SALEM BRADLEES(2003/2013),SHAWS SUPERMARKET(2008/2038),BOB'S STORE(2011/2021) NEW JERSEY BRIDGEWATER COSTCO(2019/2049),TARGET(2003),BED BATH & BEYOND(2010/2030) CHERRY HILL GIANT FOOD(2016/2036) CHERRY HILL KOHLS(2016/2035),SEARS(2003/2013) CINNAMINSON AMES(2019/2034),ODD JOB(2009/2014) FRANKLIN GIANT FOOD(2010/2020),NY SPORTS CLUB(2006/2016) NORTH BRUNSWICK WALMART(2018/2058),BURLINGTON COAT(2008/2013) PISCATAWAY SHOP RITE(2014/2024) PLAINFIELD (8) A&P(2018/2058),SEARS HARDWARE(2008/2028) RIDGEWOOD FRESH FIELDS(2013/2024) WESTMONT SUPER FRESH(2017/2081),SUPER FITNESS(2009),JO-ANN FABRICS(2010/2020) NEW MEXICO ALBUQUERQUE SEARS HARDWARE(2006/2021) ALBUQUERQUE MOVIES WEST(2011/2021) ALBUQUERQUE PAGE ONE(2003/2013),WALGREENS(2027) NEW YORK BRIDGEHAMPTON KMART(2019/2039),KING KULLEN(2015/2035),TJ MAXX(2007/2017) BRONX A&P(2011), NATIONAL AMUSEMENTS(2011) CARLE PLACE STAPLES(2010/2025) CENTEREACH WALMART(2015/2044),KING KULLEN(2003/2034),MODELLS(2009/2019) COMMACK KING KULLEN(2017/2047), SPORTS AUTHORITY(2017/2037), TOYS R US(2023/2043) COPIAGUE (8) HOME DEPOT(2011/2056), BALLY TOTAL FITNESS(2008/2019) HAMPTON BAYS STERNS(2005/2025),GENOVESE(2001/2016) HENRIETTA STAPLES(2010/2022),OUTBACK STEAKHOUSE(2006/2026) IRONDEQUOIT HOME DEPOT(2009/2048),STAPLES(2010/2027) LATHAM (8) WALMART (2013/2043), HOME DEPOT( 2031/2071 ), SAMS CLUB (2013/2043) MANHASSET FILENES BASEMENT(2001/2011),TODAY'S MAN(2004/2014),MARTY'S SHOES(2000) MASSAPEQUA DUANE READE(2014) NANUET LOEWS (2000/2010) PLAINVIEW GRAND UNION(2017/2037) POUGHKEEPSIE EDWARDS(2002/2012),GOODYEAR TIRE(2003/2013) STATEN ISLAND KMART(2001/2011),PATHMARK(2001/2021) STATEN ISLAND WALDBAUMS(2001/2031),CVS(2000/2015) SYOSSET WEST GATES TOPS SUPERMARKET(2004/2024),BALLY'S(2000/2010) YONKERS SHOP RITE(2008/2028) NORTH CAROLINA CARY LOWES(2017/2037),ECKERD(2007/2017) CHARLOTTE MEDIA PLAY(2005/2019),TJ MAXX(2001/2016),CVS(2015/2035) CHARLOTTE BI-LO(2009/2029),MICHAELS(2003/2013),PARTY CITY(2004/2014) CHARLOTTE TOYS R US(2012/2042),DRUG EMPORIUM(2005/2015),OFFICEMAX(2009/2024) DURHAM TJ MAXX(2003/2013),JO-ANN FABRICS(2010/2020) GASTONIA SERVICE MERCHANDISE(2003),TOYS R US(2015/2045),WINN DIXIE(2002) GREENSBORO WACCAMAW(2010/2025),BEN FRANKLIN(2010/2020),FASHION BUG(2006/2026)
19 PROPERTY CHART
YEAR OWNERSHIP LEASABLE PERCENT DEVELOPED INTEREST/ LAND AREA AREA LEASED OR ACQUIRED (EXPIRATION)(2) (ACRES) (SQ. FT.) (1) --------------------------------------------------------------------------- GREENSBORO (8) 1998 FEE 4.4 41,387 100 RALEIGH 1993 FEE 35.9 374,395 98 WINSTON-SALEM 1969 FEE 13.2 137,793 77 OHIO AKRON 1975 FEE 6.9 56,975 82 AKRON 1988 FEE 24.5 138,363 100 AKRON 1988 FEE 12.6 149,054 100 AKRON 1988 GROUND LEASE (2012) 22.9 219,632 98 BARBERTON 1972 FEE 10.0 119,975 34 BEAVERCREEK 1986 FEE 18.2 139,816 100 BEDFORD 1988 GROUND LEASE (2019) 13.1 133,147 100 BROOKLYN 1988 FEE 14.4 133,563 77 BRUNSWICK 1975 FEE 20.0 168,523 94 CAMBRIDGE 1973 FEE 13.1 95,955 94 CANTON 1993 FEE 7.9 63,384 79 CANTON 1972 FEE 19.6 161,569 83 CANTON 1988 FEE 9.2 99,267 100 CANTON 1988 GROUND LEASE (2007) 20.6 150,900 74 CENTERVILLE 1988 FEE 15.2 115,378 65 CINCINATTI 1988 FEE 11.6 139,985 67 CINCINATTI 1999 FEE 16.7 168,635 65 CINCINNATI 1988 FEE 8.8 122,444 52 CINCINNATI 1988 FEE 29.2 321,537 100 CLEVELAND 1975 GROUND LEASE(2035) 9.4 82,411 75 COLUMBUS 1988 FEE 12.4 191,089 100 COLUMBUS 1988 FEE 13.7 140,993 100 COLUMBUS 1988 FEE 17.9 129,008 100 COLUMBUS 1988 FEE 12.4 135,650 100 COLUMBUS 1988 FEE 12.5 99,262 100 COLUMBUS (8) 1998 FEE 12.1 113,183 100 DAYTON 1969 GROUND LEASE(2043) 22.8 163,131 60 DAYTON 1984 FEE 27.0 216,654 87 DAYTON 1988 FEE 16.9 141,616 90 DAYTON (4) 1999 FEE 31.0 -- -- ELYRIA 1988 FEE 8.3 103,400 100 HUBER HEIGHTS (8) 1999 FEE 40.0 309,768 100 KENT 1988 FEE 12.2 106,500 100 KETTERING 1988 FEE 11.2 123,148 94 LIMA 1986 FEE 18.1 194,130 99 MASSILLON (6) 1988 GROUND LEASE(2001) 13.1 102,632 100 MENTOR 1987 FEE 20.6 103,911 98 MENTOR 1988 FEE 25.0 271,209 99 MIDDLEBURG HGTS 1988 FEE 8.2 104,342 100 NORTH OLMSTED 1988 FEE 11.7 99,862 100 SHARONVILLE 1977 GROUND LEASE(2076)/JOINT VENTURE 15.0 130,715 99 SPRINGBORO PIKE 1985 FEE 13.0 99,147 100 SPRINGFIELD 1988 FEE 14.3 131,628 100 UPPER ARLINGTON 1969 FEE 13.3 153,733 89 WESTERVILLE 1988/1993 FEE 25.4 242,124 100 WHITEHALL COLUMBUS 1967 FEE 13.8 112,813 77 WICKLIFFE 1995 FEE 10.0 128,180 100 WILLOUGHBY HILLS 1988 FEE 14.1 152,508 99 OKLAHOMA OKLAHOMA CITY 1998 FEE 19.8 233,797 93 TULSA 1996 FEE 8.8 96,100 100 MIDWEST CITY 1998 FEE 9.7 99,433 100 EDMOND 1997 FEE 9.6 97,527 100 PENNSYLVANIA CARNEGIE 1999 GROUND LEASE (2052) 6.9 69,288 100 CENTER SQUARE 1996 FEE 17.7 116,055 100 MAJOR LEASE (LEASE EXPIRATION/ OPTION EXPIRATION) ------------------------------------------------------------------------------------ GREENSBORO (8) STAPLES(2011/2031) RALEIGH BEST BUY(2005/2020),PHAR-MOR(2010/2025),GENERAL CINEMA(2009/2029) WINSTON-SALEM KROGER(2016/2041),SPORTSMAN'S SUPPLY(2008),CVS(2004/2014) OHIO AKRON GIANT EAGLE(2004/2024),DOLLAR GENERAL(2002) AKRON GABRIEL BROTHERS(2005/2025) AKRON AMES(2014/2049) AKRON AMES(2012) BARBERTON GIANT EAGLE(2007/2012),CVS(2002) BEAVERCREEK KROGER(2018/2048) BEDFORD AMES(2019) BROOKLYN AMES(2014/2049) BRUNSWICK KMART(2005/2050) CAMBRIDGE QUALITY STORES (TJX)(2010/2020) CANTON CINEMARK(2000) CANTON BURLINGTON COAT(2018/2043),TJ MAXX(2007/2017),HOMETOWN BUFFET(2010/2020) CANTON AMES(2014/2049) CANTON AMES(2007) CENTERVILLE WACCAMAW(2006/2021) CINCINATTI CIRCUIT CITY(2008/2031),BIG LOTS(2004/2009),OFFICE DEPOT(2004/2024) CINCINATTI SUPER VALUE(2008),FASHION BUG(2003) CINCINNATI OFFICE DEPOT(2004/2024),TOYS R US(2019/2044) CINCINNATI HOME QUARTERS(KMART)(2013/2033),SERVICE MERCHANDISE(2002/2012),TOYS R US(2016/2046) CLEVELAND ALDI(2003/2023) COLUMBUS KOHLS(2011/2031),KROGER(2031/2071),KIDS R US(2015/2040) COLUMBUS KOHLS(2011/2031),STAPLES(2005/2010) COLUMBUS KOHLS(2011/2031) COLUMBUS KOHLS(2011/2031),CIRCUIT CITY(2019/2039) COLUMBUS SOUTHLAND EXPO(2001),BANK ONE(2000) COLUMBUS (8) BORDER BOOKS(2018/2038) DAYTON BEST BUY(2004/2024),JO-ANN FABRICS(2002/2012),BIG LOTS(2002/2008) DAYTON VICTORIAS SECRET(2004/2019),JO-ANN FABRICS(2006/2016),RITE AID(2000) DAYTON VALUE CITY(2010/2020),CIRCUIT CITY(2018/2038) DAYTON (4) ELYRIA KMART(2010/2029) HUBER HEIGHTS (8) ELDER BEERMAN(2014/2044),KOHLS(2015/2035),MARSHALLS(2009/2024) KENT AMES(2013) KETTERING VALUE CITY(2010/2015) LIMA RAYS SUPERMARKET(2011/2026),PHARMOR(2004/2024),JO-ANN FABRICS(2001/2011) MASSILLON AMES(2001) MENTOR AMES(2020/2045) MENTOR GIANT EAGLE(2019/2029),BURLINGTON COAT(2014),FABRI-CENTERS(2009/2019) MIDDLEBURG HGTS AMES(2014/2049) NORTH OLMSTED AMES(2014/2049) SHARONVILLE KMART(2004/2054),KROGER(2003/2028),FASHION BUG(2000/2010) SPRINGBORO PIKE OFFICEMAX(2002/2022) SPRINGFIELD KMART(2010/2029),HOBBY LOBBY(2000),STAPLES(2000) UPPER ARLINGTON TJ MAXX(2001/2006),JO-ANN FABRICS(2001) WESTERVILLE KOHLS(2016/2036), OFFICEMAX(2002/2012) WHITEHALL COLUMBUS WICKLIFFE GABRIEL BROS(2008/2023),BIG LOTS(2005/2010),DOLLAR GENERAL(2001/2004) WILLOUGHBY HILLS AMES(2014/2049) OKLAHOMA OKLAHOMA CITY HOME DEPOT(2014/2044),BEST BUY(2008/2023) TULSA KMART(2021/2051) MIDWEST CITY KMART(2024/2054) EDMOND KMART(2024/2054) PENNSYLVANIA CARNEGIE WALMART (2015/2052) CENTER SQUARE KOHLS(2016/2036),SEARS HARDWARE(2002/2007)
20 PROPERTY CHART
YEAR OWNERSHIP LEASABLE PERCENT DEVELOPED INTEREST/ LAND AREA AREA LEASED OR ACQUIRED (EXPIRATION)(2) (ACRES) (SQ. FT.) (1) -------------------------------------------------------------------------- DUQUESNE 1993 FEE 8.8 69,733 96 E STROUDSBURG 1973 FEE 15.3 168,218 100 EAGLEVILLE 1973 FEE 15.2 165,385 100 EASTWICK 1997 FEE 3.4 36,511 95 EXTON 1999 FEE 6.1 60,685 100 EXTON 1996 FEE 9.8 85,184 100 FEASTERVILLE 1996 FEE 4.6 86,575 100 GETTYSBURG 1986 FEE 2.3 30,706 94 HARRISBURG 1972 FEE/JOINT VENTURE 17.0 175,917 100 HAVERTOWN 1996 FEE 9.0 80,938 100 LANDSDALE 1996 GROUND LEASE(2037) 1.4 84,470 100 MIDDLETOWN 1973 FEE 21.9 140,481 55 MIDDLETOWN 1986 FEE 4.7 35,747 81 NEW KENSINGTON 1986 FEE 12.5 106,624 100 NORRISTOWN 1984 FEE 12.5 134,860 100 PENN HILLS 1986 GROUND LEASE(2027) 31.1 110,517 100 PHILADELPHIA 1983 FEE/JOINT VENTURE 8.1 214,970 49 PHILADELPHIA 1995 FEE/JOINT VENTURE 22.6 275,033 99 PHILADELPHIA 1996 FEE 6.3 82,345 100 PHILADELPHIA 1996 GROUND LEASE(2035) 6.8 133,309 100 RICHBORO 1986 FEE 14.5 108,741 73 SPRINGFIELD 1983 FEE 19.7 218,907 100 TREXLERTOWN 1998 GROUND LEASE(2048)/JOINT VENTURE 1.2 41,680 96 UPPER ALLEN 1986 FEE 6.0 59,470 94 UPPER DARBY 1996 FEE/JOINT VENTURE 16.3 49,176 75 WARRINGTON 1996 FEE 8.3 82,338 -- WEST MIFFLIN 1974 FEE 24.6 194,393 98 WEST MIFFLIN 1986 FEE 8.3 84,279 100 WHITEHALL 1996 GROUND LEASE(2081) 6.0 84,524 100 YORK 1986 FEE 8.0 61,979 77 YORK 1986 FEE 13.7 53,011 100 YORK 1986 FEE 3.3 35,500 100 ROHDE ISLAND CRANSTON 1998 FEE 11.0 129,907 91 SOUTH CAROLINA AIKEN 1989 FEE 16.6 11,200 100 CHARLESTON 1978 FEE 17.6 165,973 88 CHARLESTON 1995 FEE 17.2 186,000 83 FLORENCE 1997 FEE 21.0 113,922 100 GREENVILLE 1997 FEE 20.4 148,532 100 NORTH CHARLESTON 1997 FEE 21.1 204,662 94 TENNESSEE CHATTANOOGA 1973 GROUND LEASE(2073) 7.6 44,288 64 GOODLETTSVILLE 1998 FEE 16.9 171,236 91 MADISON (8) 1999 FEE 21.1 189,299 100 MADISON 1978 GROUND LEASE(2039) 14.5 182,256 100 MEMPHIS 1998 FEE 14.7 167,283 97 NASHVILLE (8) 1999 FEE 9.3 99,159 100 NASHVILLE 1998 FEE 10.2 109,012 96 TEXAS AMARILLO (8) 1997 FEE 9.3 342,859 96 ARLINGTON 1996 FEE 8.0 97,000 100 ARLINGTON 1997 GROUND LEASE(2043) 8.0 96,127 100 AUSTIN (8) 1998 FEE 18.2 191,760 100 AUSTIN 1998 FEE 15.1 153,325 97 BAYTOWN 1996 FEE 8.7 103,800 54 CORSICANA 1997 FEE 10.3 350,000 -- DALLAS 1969 FEE/JOINT VENTURE 75.0 697,635 61 DALLAS (8) 1998 FEE 6.8 83,867 100 MAJOR LEASE (LEASE EXPIRATION/ OPTION EXPIRATION) ------------------------------------------------------------------------------------ DUQUESNE ECKERD(2004) E STROUDSBURG KMART(2002/2022),WEIS MARKETS(2002/2012) EAGLEVILLE KMART(2004/2019),GENUARDI'S SUPERMARKET(2011/2025) EASTWICK MERCY HOSPITAL(2012/2022) EXTON ACME(2015) EXTON KOHLS(2016/2036) FEASTERVILLE VALUE CITY(2011/2026) GETTYSBURG GIANT FOOD(2000/2010) HARRISBURG AMES(2002/2032),MEDIA PLAY(2011/2026),SUPERPETZ, INC.(2002/2022) HAVERTOWN KOHLS(2016/2036) LANDSDALE KOHLS(2012) MIDDLETOWN ELECTRONICS INSTITUTE(2000) MIDDLETOWN US POST OFFICE(2016/2026),FAMILY DOLLAR(2003/2008) NEW KENSINGTON GIANT EAGLE(2006/2026) NORRISTOWN SHOP N SAVE(2017/2037),STAPLES(2008/2023),JO-ANN FABRICS(2002/2012) PENN HILLS AMES(2017/2026) PHILADELPHIA JCPENNEY(2012/2037),TOYS R US(2002/2052) PHILADELPHIA SUPER FRESH(2022/2047),PETSMART(2006/2016) PHILADELPHIA KMART(2016/2036) PHILADELPHIA KMART(2010/2035) RICHBORO SUPER FRESH(2018/2058),RITE AID(2007/2017) SPRINGFIELD VALUE CITY(2013/2043),STAPLES(2008),JO ANN FABRICS(2006/2016) TREXLERTOWN WELLNESS PLACE(2008/2023) UPPER ALLEN GIANT FOOD(2010/2030),CVS(2008) UPPER DARBY MERCY HOSPITAL(2012/2022) WARRINGTON WEST MIFFLIN AMES(2004/2034),GIANT EAGLE(2014/2039) WEST MIFFLIN AMES(2007/2032) WHITEHALL KOHLS(2016/2036) YORK SUPERPETZ PET(2004/2009),ECKERD(2000/2004) YORK GIANT FOOD 895(2006/2026),CVS(2005/2020),FAMILY DOLLAR(2003/2013) YORK GIANT FOOD(2002/2017),RITE AID(2002/2012) ROHDE ISLAND CRANSTON CRANSTON BOB'S(2003/2028),MARSHALLS(2001/2021) SOUTH CAROLINA AIKEN CHARLESTON STEIN MART(2001/2016) CHARLESTON TJ MAXX(2004),OFFICE DEPOT(2001/2016),MARSHALLS(2006/2011) FLORENCE HAMRICK'S(2001/2011),STAPLES(2010/2035),ATHLETE'S FOOT(2007/2017) GREENVILLE PHAR-MOR(2005/2020),BABIES R US(2002/2022) NORTH CHARLESTON TOYS R US(2046),PHAR-MOR(2000/2010),TJ MAXX(2003/2008) TENNESSEE CHATTANOOGA ECHOLS FURNITURE(2000) GOODLETTSVILLE UPTONS(2006/2016),STEIN MART(2003/2013) MADISON (8) SPORTS AUTHORITY(2013/2028),BEST BUY(2014/2029) MADISON OLD TIME POTTERY(2001/2006),HOLLYWOOD VIDEO(2008/2014) MEMPHIS TOYS R US(2017/2042),OFFICEMAX(2008/2028) NASHVILLE (8) BEST BUY(2014/2029),OFFICEMAX(2015/2035) NASHVILLE MARSHALLS(2002/2005),OFFICEMAX(2004/2019) TEXAS AMARILLO (8) KMART(2024/2054),CIRCUIT CITY(2010/2035) ARLINGTON KMART(2021/2051) ARLINGTON HOBBY LOBBY(2008/2018) AUSTIN (8) CIRCUIT CITY(2017/2037),BABIES R US(2012/2027) AUSTIN HEB GROCERY(2006/2026) BAYTOWN HOBBY LOBBY(2008/2018) CORSICANA DALLAS MONTGOMERY WARD(2000/2015) DALLAS (8) ROSS STORES(2007/2017),OFFICEMAX(2009/2024)
21 PROPERTY CHART
YEAR OWNERSHIP LEASABLE PERCENT DEVELOPED INTEREST/ LAND AREA AREA LEASED OR ACQUIRED (EXPIRATION)(2) (ACRES) (SQ. FT.) (1) ---------------------------------------------------------------------------- DALLAS (4) 1998 FEE 20.0 124,526 100 DUNCANVILLE 1996 FEE 6.8 96,500 100 FT. WORTH 1996 FEE 12.6 106,000 100 GARLAND (8) 1998 FEE 6.3 62,000 100 GARLAND 1996 FEE 2.9 41,364 100 GARLAND 1996 FEE 8.8 103,600 100 HOUSTON 1973 FEE 4.3 45,494 100 HOUSTON 1998 FEE 40.0 405,758 100 HOUSTON (4) 1998 FEE/JOINT VENTURE 46.5 -- -- HOUSTON 1997 FEE 8.0 113,831 99 HOUSTON 1999 FEE 5.6 84,188 100 HOUSTON 1996 FEE 8.8 106,000 100 HOUSTON 1997 FEE 8.2 106,295 100 LEWISVILLE 1998 FEE 11.2 74,890 98 LEWISVILLE 1998 FEE 7.6 124,103 100 LEWISVILLE 1998 FEE 3.8 93,668 100 LUBBOCK 1998 FEE 9.6 108,326 96 MESQUITE 1974 FEE 9.0 79,550 100 MESQUITE 1998 FEE 15.0 209,582 89 NORTH RICHLAND HILLS (5) 1997 FEE 9.2 -- 100 PASADENA (8) 1999 FEE/JOINT VENTURE 15.1 169,203 98 PLANO 1996 FEE 9.0 97,260 100 RICHARDSON (8) 1998 FEE 11.7 112,604 100 SAN ANTONIO (4) 1999 FEE/JOINT VENTURE 189.8 -- -- WEST OAKS - HOUSTON 1996 FEE 8.2 96,500 100 UTAH OGDEN 1967 FEE 11.4 121,449 97 VIRGINIA COLONIAL HEIGHTS 1999 FEE 6.1 60,909 100 FAIRFAX (8) 1998 FEE 37.0 323,262 100 HARRISONBURG 1999 FEE 3.1 31,111 46 MANASSAS 1997 FEE 13.5 117,525 92 RICHMOND 1999 FEE 8.5 84,811 -- RICHMOND 1995 FEE 11.5 121,550 100 WOODBRIDGE 1973 GROUND LEASE(2072)/JOINT VENTURE 19.6 187,063 70 WOODBRIDGE (8) 1998 FEE 54.0 479,854 91 WASHINGTON BELLINGHAM (8) 1998 FEE 20.0 174,547 95 WISCONSIN RACINE 1988 FEE 14.2 156,430 88 WEST VIRGINIA CHARLES TOWN 1985 FEE 22.0 206,208 98 MARTINSBURG 1986 FEE 6.0 43,212 100 SOUTH CHARLESTON 1999 FEE 14.8 134,943 100 TOTAL 417 PROPERTY INTERESTS 6503.1 57,091,535 ACQUISITIONS SUBSEQUENT TO DECEMBER 31,1999 PENNSYLVANIA CHIPPEWA 2000 FEE 22.4 220,000 100 COLORADO FORT COLLINS 2000 FEE 8.9 88,800 100 MAJOR LEASE (LEASE EXPIRATION/ OPTION EXPIRATION) ------------------------------------------------------------------------------------ DALLAS (4) KOHLS(2021/2041) DUNCANVILLE KMART(2021/2051) FT. WORTH KMART(2021/2051) GARLAND (8) OFFICE DEPOT(2001/2021),DRUG EMPORIUM(2006/2021),BLOCKBUSTER(2001/2021) GARLAND KROGER(2000/2025) GARLAND KMART(2021/2051) HOUSTON KROGER(2002/2012) HOUSTON BUILDERS SQUARE(2012/2032),BED BATH & BEYOND(2009/2019) HOUSTON (4) HOUSTON HEB GROCERY(2007/2027),PALAIS ROYAL(2007/2022) HOUSTON OFFICE DEPOT(2002/2012) HOUSTON KMART(2021/2051) HOUSTON HOME DEPOT(2024/2054) LEWISVILLE BALLY'S(2007/2022),TALBOTS(2007/2017) LEWISVILLE HOMEPLACE(2012/2027),BABIES R US(2009/2027) LEWISVILLE DRUG EMPORIUM(2013/2028), DESIGNER SHOE(2008/2028) LUBBOCK PETSMART(2015/2040),OFFICEMAX(2009/2029),BARNES & NOBLE(2010/2025) MESQUITE KROGER(2012/2037),AUTO ZONE(2003/2013) MESQUITE BEST BUY(2009/2024), SEARS(2001/2026), PETSMART(2007/2027) NORTH RICHLAND HILLS (5) HOME DEPOT(2005/2050) PASADENA (8) PETSMART(2015/2030), OFFICE MAX(2014/2029), MICHAELS(2009/2024) PLANO OME DEPOT EXPO(2024/2054) RICHARDSON (8) OFFICEMAX(2011/2026),BALLY'S(2009/2019) SAN ANTONIO (4) WEST OAKS - HOUSTON ART(2021/2051) UTAH OGDEN KMART(2002) VIRGINIA COLONIAL HEIGHTS THE OAK INC.(2008),BOOKS A MILLION(2008/2015) FAIRFAX (8) HOME DEPOT(2013/2033),COSTCO(2011/2046),SPORTS AUTHORITY(2003/2013) HARRISONBURG CIRCUIT CITY(2003/2013),STAPLES(2004/2014) MANASSAS SUPER FRESH(2006/2026),JO-ANN FABRICS(2003/2013) RICHMOND RICHMOND BURLINGTON COAT(2006/2035) WOODBRIDGE AMES(2006/2021) WOODBRIDGE (8) LOWES(2012/2032),CHUCK E CHEESE(2009/2019),BOATER'S WORLD(2009/2019) WASHINGTON BELLINGHAM (8) COSTCO(2064) WISCONSIN RACINE PIGGLY WIGGLY(2001/2007),CONSOLIDATED(2005/2015),HEILIG-MEYERS(2007/2017) WEST VIRGINIA CHARLES TOWN WALMART(2017/2047),STAPLES(2008/2018) MARTINSBURG GIANT FOOD(2010/2030),CVS(2003/2009) SOUTH CHARLESTON KROGER(2008/2038),TJ MAXX(2006/2021) TOTAL 417 PROPERTY INTERESTS ACQUISITIONS SUBSEQUENT TO DECEMBER 31,1999 PENNSYLVANIA CHIPPEWA HOME DEPOT (2018/2063), KMART (2018/2063) COLORADO FORT COLLINS HECHINGER(KMART) (2000)
22 PROPERTY CHART
YEAR OWNERSHIP LEASABLE PERCENT DEVELOPED INTEREST/ LAND AREA AREA LEASED OR ACQUIRED (EXPIRATION)(2) (ACRES) (SQ. FT.) (1) --------------------------------------------------------------------------- DISPOSITIONS SUBSEQUENT TO DECEMBER 31, 1999 OHIO MASSILLON 1988 GROUND LEASE(2001) 13.1 102,632 100 RETAIL STORE LEASES (7) 1995/97 LEASEHOLD 4,916,984 GRAND TOTAL 473 PROPERTY INTERESTS 6,521.3 62,214,687 MAJOR LEASE (LEASE EXPIRATION/ OPTION EXPIRATION) ------------------------------------------------------------------------------------ DISPOSITIONS SUBSEQUENT TO DECEMBER 31, 1999 OHIO MASSILLON AMES(2001) RETAIL STORE LEASES (7) GRAND TOTAL 473 PROPERTY INTERESTS
(1) PERCENT LEASED INFORMATION AS OF DECEMBER 31, 1999 OR DATE OF ACQUISITION IF ACQUIRED SUBSEQUENT TO DECEMBER 31, 1999. (2) THE TERM "JOINT VENTURE" INDICATES THAT THE COMPANY OWNS THE PROPERTY IN CONJUNCTION WITH ONE OR MORE JOINT VENTURE PARTNERS. THE DATE INDICATED IS THE EXPIRATION DATE OF ANY GROUND LEASE AFTER GIVING AFFECT TO ALL RENEWAL PERIODS. (3) DENOTES REDEVELOPMENT PROJECT. (4) DENOTES GROUND-UP DEVELOPMENT PROJECT. (5) DENOTES UNDEVELOPED LAND. (6) SOLD OR TERMINATED SUBSEQUENT TO DECEMBER 31, 1999. (7) THE COMPANY HOLDS INTEREST IN VARIOUS RETAIL STORE LEASES RELATED TO THE ANCHOR STORE PREMISES IN NEIGHBORHOOD AND COMMUNITY SHOPPING CENTERS. (8) DENOTES A KIMCO INCOME REIT ("KIR") PROPERTY. Executive Officers of the Registrant The following table sets forth information with respect to the nine executive officers of the Company as of March 1, 2000. Name Age Position Since ---- --- -------- ----- Milton Cooper 71 Chairman of the Board of 1991 Directors and Chief Executive Officer Michael J. Flynn 64 Vice Chairman of the 1996 Board of Directors and President and Chief 1997 Operating Officer Joseph K. Kornwasser 52 Director and 1998 Senior Executive Vice President Glenn G. Cohen 36 Treasurer 1997 Joseph V. Denis 48 Vice President - 1993 Construction Jerald Friedman 55 Executive Vice President 1998 Bruce M. Kauderer 53 Vice President - Legal 1995 General Counsel and 1997 Secretary Michael V. Pappagallo 41 Vice President - 1997 Chief Financial Officer Alex Weiss 42 Vice President - 1988 Management Information Systems Michael J. Flynn has been President and Chief Operating Officer since January 2, 1997, Vice Chairman of the Board of Directors since January 2, 1996 and a Director of the Company since December 1, 1991. Mr. Flynn was Chairman of the Board and President of Slattery Associates, Inc. for more than five years prior to joining the Company. Joseph K. Kornwasser has been a Director and Senior Executive Vice President of the Company since June 1998. Mr. Kornwasser was President, Chief Executive Officer and a director of The Price REIT, Inc. from August 1993 to June 1998. From 1984 until 1994, Mr. Kornwasser was Managing General Partner of Kornwasser and Friedman Shopping Center Properties, a commercial real estate development company. Glenn G. Cohen has been Treasurer of the Company since June 1997. Mr. Cohen served as Director of Accounting and Taxation of the Company from June 1995 to June 1997. Prior to joining the Company in June 1995, Mr. Cohen served as Chief Operating Officer and Chief Financial Officer for U.S. Balloon Manufacturing Co., Inc. from August 1993 to June 1995. Jerald Friedman has been Executive Vice President of the Company since June 1998. Mr. Friedman was Senior Executive Vice President and Chief Operating Officer of The Price REIT, Inc. from January 1, 1997 to June 1998. From 1994 through 1996, Mr. Friedman was the Chairman and Chief Executive Officer of K & F Development Company, an affiliate of The Price REIT, Inc. From 1984 until 1994, Mr. Friedman was a General Partner of Kornwasser and Friedman Shopping Center Properties, a commercial real estate development company. Bruce M. Kauderer has been a Vice President of the Company since June 1995 and since December 15, 1997, General Counsel and Secretary of the Company. Mr. Kauderer was a founder of and partner with Kauderer & Pack P.C. from 1992 to June 1995 and a Partner with Fink Weinberger, P.C. for more than five years prior to 1992. Michael V. Pappagallo has been a Vice President and Chief Financial Officer of the Company since May 27, 1997. Mr. Pappagallo was Chief Financial Officer of GE Capital's Commercial Real Estate Financial and Services business from September 1994 to May 1997 and held various other positions within GE Capital for more than five years prior to joining the Company. 24 The executive officers of the Company serve in their respective capacities for approximate one-year terms and are subject to re-election by the Board of Directors, generally at the time of the Annual Meeting of the Board of Directors following the Annual Meeting of Stockholders. PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters Market Information The following table sets forth the common stock offerings completed by the Company during the three year period ended December 31, 1999. The Company's common stock was sold for cash at the following offering prices per share. Offering Date Offering Price(s) ------------- ----------------- September 1997 $35.50 April 1998 (4 Offerings) $36.0625, $36.025, $36.25 and $36.625, respectively May 1998 $38.4375 July 1998 (3 Offerings) $38.2575, $38.56 and $39.4375, respectively September 1998 $38.75 November 1998 (4 Offerings) $39.00, $39.00, $39.6875 and $39.6875, respectively December 1998 (3 Offerings) $38.25 for each offering The table below sets forth, for the quarterly periods indicated, the high and low sales prices per share reported on the NYSE Composite Tape for the Company's common stock. The Company's common stock is traded under the trading symbol "KIM". Stock Price Period High Low ------ ---- --- 1998: First Quarter $35.94 $33.44 Second Quarter $41.00 $34.88 Third Quarter $41.63 $34.75 Fourth Quarter $40.25 $33.75 1999: First Quarter $39.81 $36.44 Second Quarter $40.63 $35.56 Third Quarter $39.00 $34.31 Fourth Quarter $35.31 $30.88 Holders The approximate number of holders of record of the Company's common stock, par value $.01 per share, was 1,541 as of March 1, 2000. Dividends Since the IPO, the Company has paid regular quarterly dividends to its stockholders. Quarterly dividends at the rate of $.48 per share were declared and paid on December 1, 1997 and January 15, 1998 and March 16, 1998 and April 15, 1998, respectively. On May 21, 1998 and June 22, 1998 the Company declared a dividend of $.42 per share and $.06 per share, respectively. These dividends were paid on July 2, 1998 and July 15, 1998, respectively. The dividends for this quarter were paid in two installments in order to provide Kimco shareholders the full $.48 per share dividend as well as provide the Price REIT shareholders a pro-rated dividend for the period following the effective date of the Merger. The Company declared and paid a dividend of $.48 per share on September 15, 1998 and October 15, 1998, respectively. In addition, the Company declared and paid a special $.05 per share dividend on October 29, 1998 and December 1, 1998, respectively. Also on October 29, 1998, the Company declared its dividend payable during the first quarter of 1999 at the increased rate of $.57 per share payable January 15, 1999 to shareholders of record January 4, 1999. On March 15, 1999 and April 15, 1999 and June 15, 1999 and July 15, 1999 and September 15, 1999 and October 15, 1999, the Company declared and paid quarterly dividends at an increased rate of $.60 per share. On December 7, 1999, the Company declared its dividend payable during the first quarter of 2000 at the increased rate of $.66 per share payable on January 18, 2000 to shareholders of record January 3, 2000. This $.66 per share dividend, if annualized, would equal $2.64 per share or an annual yield of approximately 7.8% based on the closing price of $34.00 of the Company's common stock on the NYSE as of March 1, 2000. 25 The Company has determined that 100% of the dividends paid during 1999 and 1998 totaling $2.37 and $1.97 per share, respectively, represented ordinary dividend income to its stockholders. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will be at the discretion of the Board of Directors and will depend on the actual cash flow of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company and any unanticipated capital expenditures. In addition to its common stock offerings, the Company has capitalized the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, mortgage debt, 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 meet any short-term working capital requirements. The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company with regard to dividends, voting, liquidation and other preferential rights available to the holders of such instruments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Notes 8 and 13 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K. The Company does not believe that the preferential rights available to the holders of its Class A, Class B, Class C and Class D Preferred Stock, the financial covenants contained in its public bond Indenture, as amended, or its revolving credit agreement or term loan agreement will have any 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 program pursuant to which common and preferred stockholders may elect to automatically reinvest their dividends to purchase shares of the Company's common stock. The Company may, from time to time, either (i) repurchase 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 this dividend reinvestment program. Item 6. Selected Financial Data The following table sets forth selected, historical consolidated financial data for the Company and should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included in this annual report on Form 10-K. The Company believes that the book value of its real estate assets, which reflects the historical costs of such real estate assets less accumulated depreciation, is not indicative of the current market value of its properties. Historical operating results are not necessarily indicative of future operating performance. 26
Year ended December 31, ----------------------------------------------------------------------- 1999 1998 1997 ---- ---- ---- (in thousands, except per share information) Operating Data: Revenues from rental property (1) $ 433,880 $ 338,798 $ 198,929 Depreciation and amortization $ 67,416 $ 51,348 $ 30,053 Income before extraordinary items $ 176,778 (3) $ 127,166 (3) $ 85,836 (3) Income per common share, before extraordinary items: Basic $ 2.49 (3) $ 2.05 (3) $ 1.80 (3) Diluted $ 2.46 (3) $ 2.02 (3) $ 1.78 (3) Interest expense $ 83,646 $ 64,912 $ 31,745 Weighted average number of shares of common stock outstanding: Basic 60,473 50,071 37,388 Diluted 60,978 50,641 37,850 Cash dividends per common share $ 2.37 $ 1.97 $ 1.72 December 31, ----------------------------------------------------------------------- 1999 1998 1997 ---- ---- ---- Balance Sheet Data: Real estate, before accumulated depreciation $ 2,951,050 $ 3,023,902 $ 1,404,196 Total assets $ 3,007,476 $ 3,051,178 $ 1,343,890 Total debt $ 1,249,571 $ 1,289,561 $ 531,614 Year ended December 31, ----------------------------------------------------------------------- Other Data: 1999 1998 1997 ---- ---- ---- Funds from Operations (2): Net income $ 176,778 $ 122,266 $ 85,836 Depreciation and amortization 67,416 51,348 30,053 Depreciation and amortization - KIR 3,819 - - (Gain) loss on sales of properties and early repayment of mortgage debt (1,552) 3,999 (244) Preferred stock dividends (26,478) (24,654) (18,438) Other 1,420 788 976 ------------------ ------------------ ------------------ Funds from Operations $ 221,403 $ 153,747 $ 98,183 ================== ================== ================== Cash flow provided by operations $ 237,153 $ 158,706 $ 125,107 Cash flow used for investing activities $ (205,219) $ (630,229) $ (280,823) Cash flow (used for) provided by financing activities $ (47,778) $ 484,465 $ 149,269 Year ended December 31, ----------------------------------------------- 1996 1995 ---- ---- Operating Data: Revenues from rental property (1) $ 168,144 $ 143,132 Depreciation and amortization $ 27,067 $ 26,188 Income before extraordinary items $ 73,827 (3) $ 51,922 Income per common share, before extraordinary items: Basic $ 1.61 (3) $ 1.33 Diluted $ 1.59 (3) $ 1.32 Interest expense $ 27,019 $ 25,585 Weighted average number of shares of common stock outstanding: Basic 35,906 33,388 Diluted 36,219 33,633 Cash dividends per common share $ 1.56 $ 1.44 December 31, ----------------------------------------------- 1996 1995 ---- ---- Balance Sheet Data: Real estate, before accumulated depreciation $ 1,072,056 $ 932,390 Total assets $ 1,023,033 $ 884,242 Total debt $ 364,655 $ 389,223 Year ended December 31, ----------------------------------------------- Other Data: 1996 1995 ---- ---- Funds from Operations (2): Net income $ 73,827 $ 51,922 Depreciation and amortization 27,067 26,188 Depreciation and amortization - KIR - - (Gain) loss on sales of properties and early repayment of mortgage debt (802) (370) Preferred stock dividends (16,134) (7,631) Other 1,148 2,019 ------------------ ----------------- Funds from Operations $ 85,106 $ 72,128 ================== ================= Cash flow provided by operations $ 101,892 $ 74,233 Cash flow used for investing activities $(144,027) $(127,261) Cash flow (used for) provided by financing activities $ 63,395 $ 58,248
(1) Does not include revenues from rental property relating to unconsolidated joint ventures or revenues relating to the investment in retail stores leases. (2) Most industry analysts and equity REITs, including the Company, generally consider funds from operations ("FFO") to be an appropriate supplemental measure of the performance of an equity REIT. In March 1995, the National Association of Real Estate Investment Trusts ("NAREIT") modified the definition of FFO, among other things, to eliminate adding back amortization of deferred financing costs and depreciation of non-real estate items to net income when computing FFO. The Company adopted this new method as of January 1, 1996. FFO is defined as net income applicable to common shares before depreciation and amortization, extraordinary items, gains or losses on sales of real estate, plus FFO of unconsolidated joint ventures determined on a consistent basis. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and therefore should not be considered an alternative for net income as a measure of results of operations, or for cash flows from operations calculated in accordance with generally accepted accounting principles as a measure of liquidity. In addition, the comparability of the Company's FFO with the FFO reported by other REITs may be affected by the differences that exist regarding certain accounting policies relating to expenditures for repairs and other recurring items. (3) Includes $1.6 million or $0.03 per share in 1999, $0.9 million or $0.02 per share in 1998, $0.2 million or $0.01 per share in 1997 and $0.8 million or $0.02 per share in 1996 relating to non-recurring gains from the disposition of shopping center properties in each year. 27 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this annual report on Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends which might appear, should not be taken as indicative of future operations. Results of Operations Comparison 1999 to 1998 Revenues from rental property increased $95.1 million or 28.1% to $433.9 million for the year ended December 31, 1999, as compared with $338.8 million for the year ended December 31, 1998. This net increase resulted primarily from the combined effect of (i) the acquisition of 35 shopping center properties during 1999 , two of which were subsequently sold to KIR, providing revenues of $13.5 million for the year ended December 31, 1999, (ii) the full year impact related to the 62 shopping center properties and three retail properties acquired in 1998 providing incremental revenues of $37.4 million, (iii) the acquisition of The Price REIT, Inc. as of June 19, 1998 (the "Price REIT Acquisition") providing incremental revenues of $35.6 million and (iv) new leasing, property redevelopments and re-tenanting within the portfolio at improved rental rates providing incremental revenues of $11 million. These increases were reduced as a result of the deconsolidation of 21 shopping center properties as of April 28, 1999 in connection with the sale of a controlling interest in KIR. Rental property expenses, including depreciation and amortization, increased $55.4 million or 26.7% to $262.9 million for the year ended December 31, 1999, as compared with $207.5 million for the year ended December 31, 1998. The rental property expense components of real estate taxes, operating and maintenance, and depreciation and amortization increased by $10.2 million, $8.8 million and $16.1 million, respectively, for the year ended December 31, 1999 as compared to the year ended December 31, 1998. These rental property expense increases are primarily due to property acquisitions during the year ended December 31, 1999, and the incremental costs associated with the Price REIT Acquisition and the property acquisitions throughout 1998. These increases were reduced as a result of the deconsolidation of 21 shopping center properties as of April 28, 1999 in connection with the sale of a controlling interest in KIR. Interest expense increased $18.7 million for the year ended December 31, 1999, reflecting higher average outstanding borrowings as compared to the preceding year resulting from (i) the issuance of additional unsecured debt during 1999 and 1998 and the assumption of $250 million in connection with the Price REIT Acquisition, (ii) the assumption of mortgage debt during 1999 and 1998 in connection with certain property acquisitions and (iii) mortgage financing obtained on certain properties in 1999 and 1998, offset by the deconsolidation of $252.4 million of mortgage debt on 19 properties as of April 28, 1999 in connection with the sale of a controlling interest in KIR. The Company has interests in various retail store leases relating to the anchor stores premises in neighborhood and community shopping centers. These premises have been substantially sublet to retailers which lease the stores pursuant to net lease agreements. Income from the investment in retail store leases during the years ended December 31, 1999 and 1998 was $4.1 million and $3.7 million, respectively. General and administrative expenses increased approximately $5.2 million for the year ended December 31, 1999, as compared to the preceding calendar year. The increase is due primarily to an increase in senior management and staff levels and other personnel costs in connection with the growth of the Company and the Price REIT Acquisition. During 1998, the Company formed KIR, a limited partnership established to invest in high quality retail properties financed primarily through the use of individual non-recourse mortgages. At the time of formation, the Company contributed 19 property interests to KIR. On April 28, 1999, KIR sold a significant interest in the partnership to an institutional investor. As a result, the Company holds a non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting. The Company's equity in income of KIR for the period April 28, 1999 to December 31, 1999 was approximately $6.0 million. During 1999, the Company disposed of six shopping center properties and a land parcel. Cash proceeds from four of these dispositions aggregated approximately $6.1 million, which approximated their aggregate net book value. During July 1999, the Company disposed of an additional shopping center property in New Port Richey, FL. Cash proceeds from the disposition totaling $.5 million, together with an additional $5.5 million cash 28 investment, were used to acquire an exchange shopping center property located in Greensboro, NC during September 1999. The sale of this property resulted in a gain of approximately $.3 million. During October 1999, the Company, in separate transactions, disposed of a shopping center and a land parcel for an aggregate sale price of approximately $4.5 million, which resulted in a gain of approximately $1.3 million. Net income for the year ended December 31, 1999 was $176.8 million as compared to $122.3 million for the year ended December 31, 1998, representing an increase of $54.5 million. After adjusting for the gains on sales of shopping center properties in each year and the extraordinary charge in 1998, net income for 1999 increased $49.0 million, or $.43 per basic share compared to 1998. This improved performance is primarily attributable to the Company's strong acquisition program, internal growth from development and redevelopment projects and increased leasing activity which strengthened operating profitability. Comparison 1998 to 1997 Revenues from rental property increased approximately $139.9 million, or 70.3% to $338.8 million for the year ended December 31, 1998, as compared with $198.9 million for the year ended December 31, 1997. This increase resulted primarily from the combined effect of (i) the acquisition of 62 shopping center properties and 3 retail properties during 1998 providing revenues from rental property of $35.5 million,(ii) the full year impact related to the 63 property interests acquired in 1997 providing incremental revenues of $42.1 million, (iii) the Price REIT Acquisition providing revenues of $52.9 million and (iv) new leasing, re-tenanting and completion of certain property redevelopments within the portfolio providing improved rental rates. Rental property expenses, including depreciation and amortization, increased approximately $92.3 million, or 80.1%, to $207.5 million for the year ended December 31, 1998, as compared with $115.2 million for the preceding calendar year. The rental property expense components of rent, real estate taxes and depreciation and amortization increased $7.7 million, $19.1 million and $21.3 million, respectively, for the year ended December 31, 1998 as compared to the preceding year. These rental property expense increases are primarily due to the 62 shopping center properties and 3 retail properties acquired during 1998, the Price REIT Acquisition and the incremental costs related to the 63 property interests acquired during 1997. Interest expense increased approximately $33.2 million between the respective periods reflecting higher average outstanding borrowings during calendar year 1998 resulting from (i) the issuance of an aggregate $290 million unsecured medium-term notes during 1998, (ii) the assumption of approximately $49.2 million of mortgage debt in connection with the acquisition of certain property interests during 1998, as compared to the preceding year, (iii) the aggregate of $281.3 million of mortgage financing obtained in 1998 in connection with 22 property interests and (iv) the assumption of approximately $250 million of unsecured debt and $60 million of mortgage debt in connection with the Price REIT Acquisition. These increased borrowings were offset, in part, by the July 1998 repayment of $50 million medium-term notes which matured and the repayment of approximately $79.2 million of mortgage debt during 1998. The Company has interests in various retail store leases relating to the anchor store premises in neighborhood and community shopping centers. These premises have been substantially sublet to retailers which lease the stores pursuant to net lease agreements. Income from the investment in retail store leases during the years ended December 31, 1998 and 1997 was $3.7 million and $3.6 million, respectively. General and administrative expenses increased approximately $6.9 million to $18.6 million for the year ended December 31, 1998, as compared to $11.7 million for the preceding calendar year. The increase during 1998 is due primarily to an increase in senior management and staff levels and other personnel costs in connection with the growth of the Company, including approximately $3.0 million attributable to the Price REIT Acquisition. During 1998, the Company disposed of a property in Pinellas Park, FL. Cash proceeds from the disposition totaling $2.3 million, together with an additional $7.1 million cash investment, were used to acquire an exchange shopping center property located in Cranston, RI. Additionally, during December 1998, the Company disposed of a vacant distribution center and adjacent facility located in O'Fallon, Missouri, which were acquired as part of the Venture transactions, for $10 million, which amount approximated their net book value. During 1998, the Company prepaid certain mortgage loans resulting in extraordinary charges of approximately $4.9 million, or on a per-basic share and diluted share basis, $.10 and $.09, respectively, representing the premiums paid and other costs written-off in connection with the early satisfaction of these mortgage loans. 29 Net income for the year ended December 31, 1998 of approximately $122.3 million represented a substantial improvement of approximately $36.5 million, as compared with net income of approximately $85.8 million for the preceding calendar year. After adjusting for the gains on sales of shopping center properties during both periods and the extraordinary charge during 1998, net income for 1998 increased by $40.7 million, or $.24 per basic share, compared to 1997. This substantially improved performance was primarily attributable to the Company's strong property acquisition program, the Price REIT Acquisition and internal growth from redevelopments, re-tenanting of the Venture portfolio and increased leasing activity which strengthened operating profitability. Liquidity and Capital Resources 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. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $2.0 billion for the purposes of repaying indebtedness, acquiring interests in neighborhood and community shopping centers and for expanding and improving properties in the portfolio. During August 1998, the Company established a $215 million, unsecured revolving credit facility, which is scheduled to expire in August 2001. This Credit Facility, which replaced both the Company's $100 million unsecured revolving credit facility and $150 million interim credit facility, has made available funds to both finance the purchase of properties and meet any short-term working capital requirements. As of December 31, 1999 there were no amounts outstanding under the Credit Facility. During November 1999, the Company established a $52 million unsecured term loan facility, which is scheduled to expire in November 2000. This credit facility was established to finance the purchase of properties and for general corporate purposes. The Company has also implemented a $200 million MTN program pursuant to which it may from time to time offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company's debt maturities(See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.) 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. As of December 31, 1999, the Company had over 350 unencumbered property interests in its portfolio. During 1998, the Company filed a shelf registration on Form S-3 for up to $750 million of debt securities, preferred stock, depositary shares, common stock and common stock warrants. As of March 1, 2000, the Company had approximately $393.2 million available for issuance under this shelf registration statement. In connection with its intention to continue to qualify as a REIT for Federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows which are expected to increase due to property acquisitions and growth in rental revenues in the existing portfolio and from other sources. 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 as suitable opportunities arise, and such other factors as the Board of Directors considers appropriate. Cash dividends paid increased to $169.7 million in 1999, compared to $113.9 million in 1998 and $82.6 million in 1997. The Company's dividend payout ratio, based on funds from operations on a per-basic common share basis, for 1999, 1998 and 1997 was approximately 64.8%, 64.2% and 65.4%, respectively. Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments. The Company anticipates its capital commitment toward ground-up development and redevelopment projects during 2000 will be approximately $130 million. It is management's intention that the Company continually have access to the capital resources necessary to expand and develop its business. Accordingly, the Company may seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage financings 30 in a manner consistent with its intention to operate with a conservative debt capitalization policy. The Company anticipates that cash flows from operations will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with REIT requirements in both the short-term and long-term. In addition, the Company anticipates that cash on hand, borrowings under its revolving credit facility, 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 from operations as reported in the Consolidated Statements of Cash Flows increased to $237.2 million for 1999 from $158.7 million for 1998 and $125.1 million for 1997. Effects of Inflation Many of the Company's leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices. In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. Most of the Company's leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and will, from time to time, enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate loans. New Accounting Pronouncements In 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("FASB No. 133"). FASB No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 1999. In June 1999, the FASB delayed the implementation date of FASB No. 133 by one year (January 1, 2001 for the Company). FASB No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Management of the Company anticipates that, due to its limited use of derivative instruments, the adoption of FASB No. 133 will not have a significant effect on the Company's consolidated results of operations or its financial position. Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of December 31, 1999, the Company had approximately $230.9 million of floating-rate debt outstanding. The interest rate risk on $212.0 million of such debt has been mitigated through the use of interest rate swap agreements (the "Swaps") with major financial institutions. The Company is exposed to credit risk in the event of non-performance by the counter-parties to the Swaps. The Company believes it mitigates its credit risk by entering into these Swaps with major financial institutions. The Company believes the interest rate risk represented by the remaining $18.9 million of floating-rate debt is not material in relation to the total debt outstanding of the Company or its market capitalization. The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes. As of December 31, 1999, the Company had no other material exposure to market risk. Item 8. Financial Statements and Supplementary Data The response to this Item 8 is included as a separate section of this annual report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 31 PART III Item 10. Directors and Executive Officers of the Registrant Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2000. Information with respect to the Executive Officers of the Registrant follows Part I, Item 4 of this annual report on Form 10-K. Item 11. Executive Compensation Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2000. Item 12. Security Ownership of Certain Beneficial Owners and Management Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2000. Item 13. Certain Relationships and Related Transactions Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2000. 32 PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K ----------------------------------------------------------------- (a) 1. Financial Statements - Form 10-K The following consolidated financial information Report is included as a separate section of this annual Page report on Form 10-K. ------ Report of Independent Accountants 39 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 1999 and 1998 40 Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997 41 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1999, 1998 and 1997 42 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 43 Notes to Consolidated Financial Statements 44 2. Financial Statement Schedules - Schedule II - Valuation and Qualifying Accounts 63 Schedule III - Real Estate and Accumulated Depreciation 64 All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule. 3. Exhibits The exhibits listed on the accompanying Index to Exhibits are filed as part of this report. 34 (b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company for the quarter ended December 31, 1999. 33 INDEX TO EXHIBITS -----------------
Form 10-K Exhibits Page -------- --------- 2.1 -- Form of Plan of Reorganization of Kimco Realty Corporation [Incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-11 No. 33-42588]. 2.2 -- Agreement and Plan of Merger, dated as of January 13, 1998, among Kimco Realty Corporation, REIT Sub, Inc. and The Price REIT, Inc. (the "Merger Agreement"). [Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed January 21, 1998]. 2.3 -- First Amendment to the Merger Agreement, dated as of March 5, 1998, among Kimco Realty Corporation, REIT Sub, Inc. and The Price REIT, Inc. [Incorporated by reference to the Company's Exhibit 99.1 of the Company's Current Report on Form 8-K filed January 21, 1998.] 2.4 -- Second Amendment to the Merger Agreement, dated as of May 14, 1998, among Kimco Realty Corporation, REIT Sub, Inc. and The Price REIT, Inc. [Incorporated by reference to the Company's and The Price REIT, Inc.'s Joint Proxy Statement/Prospectus on Form S-4 No. 333-52667]. 3.1 -- Articles of Amendment and Restatement of the Company, dated August 4, 1994 [Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994]. 3.2 -- By-laws of the Company, as amended dated August 4, 1994. 3.3 -- Articles Supplementary relating to the 8 1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated July 25, 1995. Incor- porated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 (file #1-10899) (the "1995 Form 10-K")]. 3.4 -- Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated April 9, 1996 [Incorp- orated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996]. 3.5 -- Articles Supplementary relating to the 7 1/2% Class D Cumulative Convertible Preferred Stock, par value $1.00 per share, of the Company, dated May 14, 1998 [Incor- porated by reference to the Company's and The Price REIT, Inc.'s Joint Proxy/Prospectus on Form S-4 No. 333-52667]. 4.1 -- Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K [Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company's Registration Statement on Form S-11 No. 33-42588]. 4.2 -- Certificate of Designations [Incorporated by reference to Exhibit 4(d) to Amendment No. 1 to the Registration Statement on Form S-3 dated September 10, 1993 (the "Registration Statement", Commission File No. 33-67552)].
34 INDEX TO EXHIBITS (continued)
Form 10-K Page Exhibits --------- 4.3 -- Indenture dated September 1, 1993 between Kimco Realty Corporation and IBJ Schroder Bank and Trust Company [Incorporated by reference to Exhibit 4(a) to the Registration Statement]. 4.4 -- First Supplemental Indenture, dated as of August 4, 1994. [Incorporated by reference to Exhibit 4.6 to the 1995 Form 10-K.] 4.5 -- Second Supplemental Indenture, dated as of April 7, 1995 [Incorporated by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K dated April 7, 1995 (the "April 1995 8-K")]. 4.6 -- Form of Medium-Term Note (Fixed Rate) [Incorporated by reference to Exhibit 4(b) to the April 1995 8-K]. 4.7 -- Form of Medium-Term Note (Floating Rate) [Incorporated by reference to Exhibit 4(c) to the April 1995 8-K]. 4.8 -- Form of Remarketed Reset Note [Incorporated by reference to Exhibit 4(j) to the Company's Current Report on Form 8-K dated March 26, 1999]. 10.1 -- Form of Acquisition Option Agreement between the Company and the subsidiary named therein [Incorporated by reference to Exhibit 10.1 to Amendment No. 3 to the Company's Registration Statement on Form S-11 No. 33-42588]. 10.2 -- Management Agreement between the Company and KC Holdings, Inc. [Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-11 No. 33-47915]. 10.3 -- Amended and Restated Stock Option Plan [Incorporated by reference to Exhibit 10.3 to the 1995 Form 10-K.] 10.4 -- Employment Agreement between Kimco Realty Corporation and Michael J. Flynn, dated November 1, 1998. 10.5 -- Restricted Equity Agreement, Non-Qualified and Incentive Stock Option Agreement, and Price Condition Non-Qualified and Incentive Stock Option Agreement between Kimco Realty Corporation and Michael J. Flynn, each dated November 1, 1995 [Incorporated by reference to Exhibit 10.5 to the 1995 Form 10-K]. 10.6 -- Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo, dated April 30, 1997 [Incor- porated by Reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997]. *10.7 -- Employment Agreement between Kimco Realty Corporation and Joseph K. Kornwasser, dated January 13, 1998 [Incorporated by Reference to Exhibit 10.9 to the Company's and the Price REIT, Inc.'s Joint Proxy Statement/Prospectus on Form S-4 No. 333-52667].
35 INDEX TO EXHIBITS (continued)
Form 10-K Page --------- 10.8 -- Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated January 13, 1998 [Incorporated by Reference to Exhibit 10.10 to the Company's and the Price REIT, Inc.'s Joint Proxy Statement/Prospectus on Form S-4 No. 333-52667]. 10.9 -- Credit Agreement among Kimco Realty Corporation, The Several Banks, financial institutions and other entities from Time to Time Parties Hereto, Chase Manhattan Bank and The First National Bank of Chicago, as Co-Managers and Chase Manhattan Bank, as Administrative Agent, dated as of August 11, 1998. [Incorporated by reference to Exhibit 4(b) to the Company's Current Report of Form 8-K filed November 10, 1998]. 10.10 -- Amended and Restated Stock Option Plan [Incorporated by reference to the Company's and The Price REIT, Inc.'s Joint Proxy/Prospectus on Form S-4 No. 333-52667]. *12.1 -- Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. 70 *12.2 -- Computation of Ratio of Funds from Operations to Combined Fixed Charges and Preferred Stock Dividends. 71 *21.1 -- Subsidiaries of the Company 72 *23.1 -- Consent of PricewaterhouseCoopers LLP 79
- --------------------------------------- * Filed herewith. 36 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KIMCO REALTY CORPORATION (Registrant) By: /s/ Milton Cooper ---------------------- Milton Cooper Chief Executive Officer Dated: March 28, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Martin S. Kimmel Chairman (Emeritus) of March 28, 2000 - --------------------------- the Board of Directors Martin S. Kimmel /s/ Milton Cooper Chairman of the Board March 28, 2000 - --------------------------- of Directors and Chief Milton Cooper Executive Officer /s/ Michael J. Flynn Vice Chairman of the March 28, 2000 - --------------------------- Board of Directors, Michael J. Flynn President and Chief Operating Officer /s/ Joseph K. Kornwasser Director and Senior March 28, 2000 - ---------------------------- Executive Vice President Joseph K. Kornwasser /s/ Richard G. Dooley Director March 28, 2000 - --------------------------- Richard G. Dooley /s/ Joe Grills Director March 28, 2000 - --------------------------- Joe Grills /s/ Frank Lourenso Director March 28, 2000 - --------------------------- Frank Lourenso /s/ Michael V. Pappagallo Chief Financial Officer March 28, 2000 - --------------------------- Michael V. Pappagallo /s/ Glenn G. Cohen Treasurer March 28, 2000 - --------------------------- Glenn G. Cohen /s/ Ruth Mitteldorf Director of Accounting March 28, 2000 - --------------------------- and Taxation Ruth Mitteldorf 37 ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 14 (a) (1) and (2) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES -------
FORM 10-K Page No. KIMCO REALTY CORPORATION AND SUBSIDIARIES Report of Independent Accountants 39 Consolidated Financial Statements and Financial Statement Schedules: Consolidated Balance Sheets as of December 31, 1999 and 1998 40 Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997 41 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1999, 1998 and 1997 42 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 43 Notes to Consolidated Financial Statements 44 Financial Statement Schedules: II. Valuation and Qualifying Accounts 63 III. Real Estate and Accumulated Depreciation 64
38 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Kimco Realty Corporation: In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Kimco Realty Corporation and Subsidiaries at December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /S/ PRICEWATERHOUSECOOPERS LLP New York, New York February 28, 2000 39 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share information)
December 31, December 31, 1999 1998 ------------ ------------ Assets: Real Estate Rental property Land $ 490,414 $ 528,549 Buildings and improvements 2,459,288 2,494,005 ------------ ------------ 2,949,702 3,022,554 Less, accumulated depreciation and amortization 323,738 255,950 ------------ ------------ 2,625,964 2,766,604 Undeveloped land parcels 1,348 1,348 ------------ ------------ Real estate, net 2,627,312 2,767,952 Investment and advances in KIR 114,217 - Investments and advances in other real estate joint ventures 68,553 64,263 Investment in retail store leases 12,709 15,172 Cash and cash equivalents 28,076 43,920 Accounts and notes receivable 31,689 31,821 Deferred charges and prepaid expenses 31,752 34,031 Other assets 93,168 94,019 ------------ ------------ $ 3,007,476 $ 3,051,178 ============ ============ Liabilities & Stockholders' Equity: Notes payable $ 1,037,250 $ 855,250 Mortgages payable 212,321 434,311 Accounts payable and accrued expenses 64,954 66,179 Dividends payable 45,290 39,444 Other liabilities 29,097 58,020 ------------ ------------ 1,388,912 1,453,204 ------------ ------------ Minority interests in partnerships 13,129 12,955 ------------ ------------ Commitments and contingencies Stockholders' equity Preferred Stock, $1.00 par value, authorized 5,000,000 and 3,470,000 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 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 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 Class D Convertible Preferred Stock, $1.00 par value, authorized 700,000 shares Issued and outstanding 428,514 and 429,159 shares, respectively 429 429 Aggregate liquidation preference $107,129 and $107,290, respectively Common stock, $.01 par value, authorized 200,000,000 and 100,000,000 shares respectively Issued and outstanding and 60,795,593 and 60,133,704 shares, respectively 608 601 Paid-in capital 1,730,278 1,707,272 Cumulative distributions in excess of net income (122,959) (124,183) ------------ ------------ 1,609,256 1,585,019 Notes receivable from officer stockholders (3,821) - ------------ ------------ 1,605,435 1,585,019 ------------ ------------ $ 3,007,476 $ 3,051,178 ============ ============ The accompanying notes are an integral part of these consolidated financial statements.
40 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share information)
Year Ended December 31, ----------------------------------------------------------------- 1999 1998 1997 ------------------ ------------------- ------------------- Revenues from rental property $ 433,880 $ 338,798 $ 198,929 ------------------ ------------------- ------------------- Rental property expenses: Rent 14,167 ` 12,568 4,873 Real estate taxes 55,644 45,472 26,346 Interest 83,646 64,912 31,745 Operating and maintenance 42,003 33,246 22,194 Depreciation and amortization 67,416 51,348 30,053 ------------------ ------------------- ------------------- 262,876 207,546 115,211 ------------------ ------------------- ------------------- Income from rental property 171,004 131,252 83,718 Income from investment in retail store leases 4,099 3,703 3,572 ------------------ ------------------- ------------------- 175,103 134,955 87,290 Management fee income 5,091 3,646 3,276 General and administrative expenses (23,833) (18,583) (11,651) Equity in income of KIR 5,974 - - Equity in income of other real estate joint ventures, net 4,537 3,106 1,117 Minority interests in income of partnerships, net (1,489) (1,275) (464) Other income, net 9,843 4,416 6,024 ------------------ ------------------- ------------------- Income before gain on sale of shopping center properties and extraordinary items 175,226 126,265 85,592 Gain on sale of shopping center properties 1,552 901 244 ------------------ ------------------- ------------------- Income before extraordinary items 176,778 127,166 85,836 Extraordinary items - (4,900) - ------------------ ------------------- ------------------- Net income $ 176,778 $ 122,266 $ 85,836 ================== =================== =================== Net income applicable to common shares $ 150,300 $ 97,612 $ 67,399 ================== =================== =================== Per common share: Income before extraordinary items Basic $2.49 $2.05 $1.80 ===== ===== ===== Diluted $2.46 $2.02 $1.78 ===== ===== ===== Net Income Basic $2.49 $1.95 $1.80 ===== ===== ===== Diluted $2.46 $1.93 $1.78 ===== ===== ===== The accompanying notes are an integral part of these consolidated financial statements.
41 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the Years Ended December 31, 1999, 1998 and 1997 (in thousands, except per share information)
Preferred Stock Common Stock ------------------------------------ ------------------------------ Issued Amount Issued Amount ------------------- -------------- ----------------- ----------- Balance, December 31, 1996 900 $ 900 36,215 $ 362 Net income Dividends ($1.77 per common share; $1.9375, $2.125 and $2.0938 per Class A, Class B and Class C Depositary Share, respectively) Issuance of common stock 4,000 40 Exercise of common stock options 180 2 ------------------- -------------- ----------------- ----------- Balance, December 31, 1997 900 900 40,395 404 Net income Dividends ($2.06 per common share; $1.9375, $2.125, $2.0938, $1.0729 and $2.9609 per Class A, Class B, Class C, Class D and Class E Depositary Share, respectively) Issuance of preferred stock 494 494 Issuance of common stock 19,588 195 Exercise of common stock options 151 2 Redemption of preferred stock (65) (65) ------------------- -------------- ----------------- ----------- Balance, December 31, 1998 1,329 1,329 60,134 601 Net income Dividends ($2.46 per common share; $1.9375, $2.125, $2.0938, and $1.875 per Class A, Class B, Class C, and Class D Depositary Share, respectively) Issuance of common stock 501 6 Exercise of common stock options 321 3 Repurchase of common stock (160) (2) ------------------- -------------- ----------------- ----------- Balance, December 31, 1999 1,329 $ 1,329 60,796 $ 608 =================== ============== ================= =========== Cumulative Notes Distributions Receivable Total Paid-in in Excess from Officer Stockholders' Capital of Net Income Stockholders Equity -------------- ------------------ ---------------- --------------- Balance, December 31, 1996 $ 719,602 $ (115,093) $ - $ 605,771 Net income 85,836 85,836 Dividends ($1.77 per common share; $1.9375, $2.125 and $2.0938 per Class A, Class B and Class C Depositary Share, respectively) (86,386) (86,386) Issuance of common stock 134,293 134,333 Exercise of common stock options 3,763 3,765 -------------- ------------------ ---------------- --------------- Balance, December 31, 1997 857,658 (115,643) - 743,319 Net income 122,266 122,266 Dividends ($2.06 per common share; $1.9375, $2.125, $2.0938, $1.0729 and $2.9609 per Class A, Class B, Class C, Class D and Class E Depositary Share, respectively) (130,806) (130,806) Issuance of preferred stock 171,796 172,290 Issuance of common stock 739,591 739,786 Exercise of common stock options 3,162 3,164 Redemption of preferred stock (64,935) (65,000) -------------- ------------------ ---------------- --------------- Balance, December 31, 1998 1,707,272 (124,183) - 1,585,019 Net income 176,778 176,778 Dividends ($2.46 per common share; $1.9375, $2.125, $2.0938, and $1.875 per Class A, Class B, Class C, and Class D Depositary Share, respectively) (175,554) (175,554) Issuance of common stock 19,257 19,263 Exercise of common stock options 8,827 (3,821) 5,009 Repurchase of common stock (5,078) (5,080) -------------- ------------------ ---------------- --------------- Balance, December 31, 1999 $ 1,730,278 $ (122,959) $ (3,821) $ 1,605,435 ============== ================== ================ =============== The accompanying notes are an integral part of these consolidated financial statements.
42 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Year Ended December 31, --------------- --------------- --------------- 1999 1998 1997 --------------- --------------- --------------- Cash flow from operating activities: Net income $ 176,778 $ 122,266 $ 85,836 Adjustments for noncash items - Depreciation and amortization 67,416 51,348 30,053 Extraordinary items - 4,900 - Gain on sale of shopping center properties (1,552) (901) (244) Minority interests in income of partnerships, net 1,489 1,275 463 Equity in income of KIR (5,974) - - Equity in income of other real estate joint ventures, net (4,537) (3,106) (1,117) Change in accounts and notes receivable (2,832) (11,422) (2,217) Change in accounts payable and accrued expenses 1,177 (6,608) 12,304 Change in other operating assets and liabilities 5,188 954 29 --------------- --------------- --------------- Net cash flow provided by operations 237,153 158,706 125,107 --------------- --------------- --------------- Cash flow from investing activities: Acquisition of and improvements to real estate (278,726) (583,979) (261,226) Acquisition of real estate through joint venture investment (10,562) (23,314) (4,625) Investment in marketable securities (17,159) (7,089) (11,138) Proceeds from sale of marketable securities 11,590 - - Investments and advances to affiliated companies (1,450) - (14,036) Investments and advances to joint ventures, net (10,649) - - Investment in mortgage loans receivable (8,646) (27,698) - Repayment of mortgage loans receivable 4,545 1,456 - Advances to real estate joint ventures (2,705) (1,905) - Reimbursement of advances to real estate joint ventures 29,287 - 8,652 Net proceeds from sale of interest in KIR 68,179 - - Proceeds from sale of shopping center properties 11,077 12,300 1,550 --------------- --------------- --------------- Net cash flow used for investing activities (205,219) (630,229) (280,823) --------------- --------------- --------------- Cash flow from financing activities: Principal payments on debt, excluding normal amortization of rental property debt (61,098) (84,056) (4,650) Principal payments on rental property debt, net (4,417) (4,403) (1,618) Proceeds from mortgage financing 28,733 281,275 - Payment of unsecured obligation (26,816) - - Mortgage financing origination costs - (7,324) - Proceeds from issuance of medium-term notes 100,000 290,000 100,000 Repayment of medium term notes - (50,000) - Proceeds from issuance of senior notes 130,000 - - Repayment of senior notes (100,000) - - Borrowings under revolving credit facilities 95,000 220,000 - Repayment of borrowings under revolving credit facilities (95,000) (265,000) - Borrowings under senior term loan 52,000 - - Dividends paid (169,708) (113,908) (82,561) Proceeds from issuance of stock 8,608 282,881 138,098 Payment for repurchase of stock (5,080) - - Redemption of preferred stock - (65,000) - --------------- --------------- --------------- Net cash flow (used for)/provided by financing activities (47,778) 484,465 149,269 --------------- --------------- --------------- (Decrease)/increase in cash and cash equivalents (15,844) 12,942 (6,447) Cash and cash equivalents, beginning of year 43,920 30,978 37,425 --------------- --------------- --------------- Cash and cash equivalents, end of year $ 28,076 $ 43,920 $ 30,978 =============== =============== =============== Supplemental schedule of noncash investing/financing activity: Acquisition of real estate interests by issuance of common stock, preferred stock, and assumption of debt $ 98,770 $ 1,005,713 $ 73,227 =============== =============== =============== Notes received upon exercise of stock options $ 3,821 $ - $ - =============== =============== =============== Declaration of dividends paid in succeeding year $ 45,290 $ 39,444 $ 22,546 =============== =============== =============== The accompanying notes are an integral part of these consolidated financial statements.
43 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies: Business Kimco Realty Corporation (the "Company" or "Kimco"), its subsidiaries, affiliates and related real estate joint ventures are engaged principally in the operation of neighborhood and community shopping centers which are anchored generally by discount department stores, supermarkets or drugstores. Additionally, the Company provides management services for shopping centers owned by affiliated entities and various real estate joint ventures. The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property, and a large tenant base. At December 31, 1999, the Company's single largest neighborhood and community shopping center accounted for only 1.4% of the Company's annualized base rental revenues and only 1.0% of the Company's total shopping center gross leasable area ("GLA"). At December 31, 1999, the Company's five largest tenants include Kmart Corporation, Kohl's, Ames, The Home Depot and TJX Companies, which represented approximately 13.8%, 2.8%, 2.5%, 2.4% and 1.8%, respectively, of the Company's annualized base rental revenues. The above statistics do not include the KIR Portfolio, as defined in Note 4 to the Consolidated Financial Statements. Principles of Consolidation and Estimates The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, all of which are wholly-owned, and all partnerships in which the Company has a controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. Generally accepted accounting principles require 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. Actual results may differ from such estimates. The most significant assumptions and estimates relate to depreciable lives, valuation of real estate and the recoverability of trade accounts receivable. Real Estate Realestate assets are stated at cost, less accumulated depreciation and amortization. If there is an event or a change in circumstances that indicates that the basis of a property may not be recoverable, then management will assess any impairment in value by making a comparison of (i) the current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining useful life and (ii) the net carrying amount of the property. If the current and projected operating cash flows (undiscounted and without interest charges) are less than the carrying value of its property, the carrying value would be written down to an amount to reflect the fair value of the property. Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows: 44 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Buildings 15 to 39 years Fixtures and leasehold improvements Terms of leases or useful lives, whichever is shorter Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations are capitalized. Investments in Real Estate Joint Ventures Investments in real estate joint ventures are accounted for on the equity method. Deferred Leasing and Financing Costs Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized over the terms of the related leases or debt agreements, as applicable. Revenue Recognition Minimum revenues from rental property are recognized on a straight-line basis over the terms of the related leases. Income Taxes The Company and its subsidiaries file a consolidated Federal income tax return. The Company has made an election to qualify, and believes it is operating so as to qualify, as a Real Estate Investment Trust (a "REIT") for Federal income tax purposes. Accordingly, the Company generally will not be subject to Federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. Per Share Data In 1997 the Financial Accounting Standards Board issued Financial Accounting Standards No. 128 - "Earnings Per Share". Statement 128 replaced the presentation of primary and fully diluted earnings per share ("EPS") pursuant to Accounting Principles Board Opinion No. 15 with the presentation of basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares and then shared in the earnings of the Company. The following table sets forth the reconciliation between basic and diluted weighted average number of shares outstanding for each period:
1999 1998 1997 ----------------- ------------------- ------------------- Basic EPS - weighted average number of common shares outstanding 60,472,768 50,071,425 37,387,984 Effect of dilutive securities - Stock options 504,749 569,113 462,076 ----------------- ------------------- ------------------- Diluted EPS - weighted average number of common shares 60,977,517 50,640,538 37,850,060 ================= =================== ===================
45 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The effect of the conversion of the Class D Preferred Stock (as defined in Note 3) would have an anti-dilutive effect upon the calculation of net income per common share. Accordingly, the impact of such conversion has not been included in the determination of diluted net income per common share. New Accounting Pronouncements In 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("FASB No. 133"). FASB No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 1999. In June 1999, the FASB delayed the implementation date of FASB No. 133 by one year (January 1, 2001 for the Company). FASB No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Management of the Company anticipates that, due to its limited use of derivative instruments, the adoption of FASB No. 133 will not have a significant effect on the Company's consolidated results of operations or its financial position. 2. Property Acquisitions: Shopping Centers- During the years 1999, 1998 and 1997 certain subsidiaries and affiliates of the Company acquired real estate interests, in separate transactions, in various shopping center properties at aggregate costs of approximately $249 million, $303 million and $146 million, respectively. Venture Stores, Inc. Properties Transactions- During January 1996, certain subsidiaries of the Company entered into two sale-leaseback transactions with Venture Stores, Inc. ("Venture") pursuant to which it acquired fee title to 16 retail properties for an aggregate purchase price of $40 million. In August 1997, certain subsidiaries of the Company acquired certain real estate assets from Venture consisting of interests in 49 fee and leasehold properties totaling approximately 5.9 million square feet of leasable area located in seven states. The aggregate price was approximately $130 million, consisting of $70.5 million in cash and the assumption of approximately $59.5 million of existing mortgage debt on certain of these properties. Simultaneously with this transaction, the Company entered into a long-term unitary net lease with Venture covering all premises occupied by Venture on these properties. In January 1998, Venture filed for protection under Chapter 11 of the United States Bankruptcy Code. On April 27, 1998, Venture announced it would discontinue its retail operations and that it had reached an agreement to sell its leasehold position at 89 locations to the Company, including 56 properties pursuant to two unitary leases already in place with the Company, 30 properties pursuant to a master lease with Metropolitan Life Insurance Company ("Metropolitan Life") and three properties leased by Venture from others. The purchase price for the leasehold positions was 46 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued $95.0 million, less certain closing adjustments, but is subject to upward adjustment based on the Company's success in re-tenanting the properties over a two-year period. On July 17, 1998, the Company purchased the leasehold positions with an initial cash payment to Venture of approximately $53.3 million. During April and December 1999, the Company paid Venture an additional $21.0 million and $5.8 million, respectively. Additionally, on July 1, 1998, the Company reached an agreement with Metropolitan Life to purchase the 30 fee and leasehold positions which were leased by Metropolitan Life to Venture, for an aggregate purchase price of $167.5 million. During August 1998, the Company acquired from Venture five additional leasehold positions, including two leases already in place with the Company, for an aggregate purchase price of approximately $2.2 million. During 1999, the Company substantially completed its re-tenanting effort with regard to the former Venture locations. Retail Property Acquisitions- During January 1998, the Company, through a partnership interest, acquired fee interest in three properties from a retailer in the Chicago, IL market comprising approximately 516,000 square feet of GLA for a aggregate purchase price of approximately $23.7 million. These properties include approximately 70,000 square feet of showroom space and adjoining warehouses of approximately 100,000 square feet at each location. Simultaneous with this transaction, the Company leased, to a national furniture retailer, the showroom portion of each property under individual long-term leases. The Company is currently planning the redevelopment of the warehouse portion of each property. Other Acquisitions- During December 1998, the Company acquired a first mortgage on a shopping center in Manhasset, New York for approximately $21 million. During April 1999, the Company acquired fee title to this property. These property acquisitions have been funded principally through the application of proceeds from the Company's public unsecured debt and equity offerings and proceeds from mortgage financings. (see Notes 8, 9 and 13). 3. Price REIT Merger: On January 13, 1998, the Company, REIT Sub, Inc., a Maryland corporation and a wholly owned subsidiary of the Company ("Merger Sub") and The Price REIT, Inc., a Maryland corporation, ("Price REIT"), signed a definitive Agreement and Plan of Merger dated January 13, 1998, as amended March 5, 1998 and May 14, 1998, (the "Merger Agreement"). On June 19, 1998, upon approval by the shareholders of the Company and the shareholders of Price REIT, Price REIT was merged into Merger Sub, whereupon the separate existence of Price REIT ceased (the "Merger"). For financial reporting purposes, the Merger was accounted for using the purchase method of accounting. Prior to the Merger, Price REIT was a self-administered and self-managed equity REIT that was focused on the acquisition, development, management and redevelopment of large community shopping center properties concentrated in the western part of the United States . In connection with the Merger, the Company acquired interests in 43 properties, 47 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued consisting of 39 retail community centers, one stand-alone retail warehouse, one project under development and two undeveloped land parcels, located in 17 states containing approximately 8.0 million square feet of GLA. The overall occupancy rate of the retail community centers was 98%. In connection with the Merger, holders of Price REIT common stock received one share of Kimco common stock and 0.36 shares of Kimco Class D Depositary Shares (the "Class D Depositary Shares"), each Class D Depositary Share representing a one-tenth fractional interest in a new issue of Kimco 7.5% Cumulative Convertible Preferred Stock, par value $1.00 per share (the "Class D Preferred Stock"), for each share of Price REIT common stock. On June 19, 1998, the Company issued 11,921,992 shares of its common stock and 429,159 shares of Class D Preferred Stock (represented by 4,291,590 Class D Depositary Shares) in connection with the Merger. Additionally, in connection with the Merger, the Company issued 65,000 shares of a new issue of Kimco Class E Floating Rate Cumulative Preferred Stock, par value $1.00 per share ((the "Class E Preferred Stock"), represented by 650,000 Class E Depositary Shares, (the "Class E Depositary Shares")), each Class E Depositary Share representing a one-tenth fractional interest in the Class E Preferred Stock. The Class E Preferred Stock was redeemable at the option of the Company for 150 days after its issuance at a price equal to the liquidation preference of $1,000 per share plus accrued and unpaid dividends. The Company exercised its option in November 1998 to redeem all of the Class E Preferred Stock for $65.065 million representing the liquidation preference of $65 million and approximately $65,000 of accrued dividends (see Note 13). The total Merger consideration was approximately $960 million, including the assumption of approximately $310 million of debt. Management has allocated the purchase price based on the fair value of assets and liabilities assumed. 4. Investment and Advances in Kimco Income REIT ("KIR"): During 1998, the Company formed KIR, an entity in which the Company held a 99.99% limited partnership interest. KIR was established for the purpose of investing in real estate that it believes would be more appropriately financed through greater leverage than the Company traditionally uses. These properties include, but are not limited to, fully developed properties with strong, stable cash flows from credit-worthy retailers with long-term leases that have limited near-term potential for growth through redevelopment or re-tenanting. The Company initially identified and contributed 19 property interests to KIR which met this criteria. Each of these properties was encumbered by an individual non-recourse mortgage. On April 28, 1999, the Company entered into an agreement whereby an institutional investor purchased a significant interest in KIR. Under the terms of the agreement, the agreed equity value for the 19 shopping centers previously contributed by the Company to KIR was approximately $107 million and the Company agreed to contribute an additional $10 million for a total investment of approximately $117 million. The institutional investor has subscribed for up to $117 million of equity in KIR, of which approximately $107 million has been contributed as of December 31, 1999. During August 1999, KIR admitted three additional limited partners. Each new partner entered into a subscription agreement whereby they subscribed for an aggregate $35 million of equity in KIR. At December 31, 1999 approximately $32 million of such subscriptions had been contributed. As of December 31, 1999, KIR has subscription agreements totaling 48 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued approximately $269 million, of which approximately $246 million has been contributed. As a result of these transactions, the Company holds a 43.3% non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting. The Company's equity in income from KIR for the period April 28, 1999 to December 31, 1999 was approximately $6.0 million. In addition, KIR entered into a master management agreement with the Company, whereby the Company will perform services for fee relating to the management, operation, supervision and maintenance of the joint venture properties. For the period from April 28, 1999 to December 31, 1999, the Company earned management fees, leasing commissions and was reimbursed for administrative services of approximately $.9 million, $.1 million and $.5 million, respectively. During the period April 28, 1999 to December 31, 1999, KIR purchased ten shopping center properties, in separate transactions, aggregating 2.2 million square feet of GLA for approximately $218.3 million including the assumption of approximately $36.1 million of mortgage debt. Four of these properties were purchased from the Company for an aggregate purchase price of $70.1 million. As of December 31, 1999, the KIR portfolio included 29 shopping center properties comprising 5.4 million square feet of GLA (the "KIR Portfolio"). During May 1999, KIR obtained individual non-recourse, non-cross collateralized ten-year fixed-rate first mortgages aggregating $52.6 million on four of its properties. These mortgages bear interest at rates ranging from 7.57% to 7.72% per annum. The net proceeds were used to finance the acquisition of various shopping center properties. Summarized financial information for the recurring operations of KIR is as follows (in millions): December 31, 1999 ------------------------ Assets: Real estate, net $569.4 Other assets 32.3 ----- $601.7 ====== Liabilities and Partners' Capital: Mortgages payable $338.9 Other liabilities 7.9 Minority interest .3 Partners' capital 254.6 ------ $601.7 ====== 49 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued For period April 28 1999 to December 31, 1999 ----------------- Revenues from rental property $39.9 ----- Operating expenses (8.7) Mortgage interest (14.5) Depreciation and amortization (6.6) Other, net .6 ----- (29.2) ----- Net income $10.7 ===== 5. Investments and Advances in Other Real Estate Joint Ventures: The Company and its subsidiaries have investments in and advances to various other real estate joint ventures. These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. During 1999, the Company invested approximately $4.9 million in a partnership which is developing an office and retail center in Dover, DE and separately, through a partnership investment, the Company invested approximately $5.7 million in a joint venture which acquired a parcel of land in Henderson, NV. for the development of a retail shopping center. The Company has a 50% interest in each of these partnerships. During 1998, in connection with the Merger, the Company acquired two additional joint venture interests. The Company also invested approximately $19.0 million in a partnership which has acquired and leased-back 11 automotive dealerships and invested approximately $3.6 million in a partnership which acquired a shopping center for approximately $34 million, including mortgage debt of approximately $27 million. The Company has a 50% interest in each of these partnerships. Summarized financial information for the recurring operations of these real estate joint ventures is as follows (in millions):
December 31, -------------------------------------- 1999 1998 ---------------- ----------------- Assets: Real estate, net $248.4 $168.2 Other assets 20.4 20.3 ---------------- ----------------- $268.8 $188.5 ================ ================= Liabilities and Partners' Capital: Mortgages payable $173.2 $104.3 Other liabilities 27.1 24.7 Partners' capital 68.5 59.5 ---------------- ----------------- $268.8 $188.5 ================ =================
50 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Year Ended December 31, ----------------------- 1999 1998 1997 ---- ---- ---- Revenues from rental property $45.7 $26.8 $14.8 ----- ----- ----- Operating expenses (15.9) (9.7) (3.6) Mortgage interest (10.8) (6.2) (3.1) Depreciation and amortization (5.0) (2.9) (2.2) Other, net .3 .1 (1.8) ------ ------ ------ (31.4) (18.7) (10.7) ------ ------ ------ Net income $14.3 $8.1 $4.1 ====== ====== ====== Other liabilities in the accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling approximately $5.4 million and $5.0 million at December 31, 1999 and 1998, 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 generally accepted accounting principles. 6. Investment in Retail Store Leases: The Company has interests in various retail store leases relating to the anchor store premises in neighborhood and community shopping centers. These premises have been substantially sublet to retailers which lease the stores pursuant to net lease agreements. Income from the investment in these retail store leases during the years ended December 31, 1999 and 1998 was approximately $4.1 million and $3.7 million, respectively. These amounts represent sublease revenues during the years ended December 31, 1999 and 1998 of approximately $20.3 million and $20.2 million, respectively, less related expenses of $14.7 million and $14.9 million, respectively, and an amount, which in management's estimate, reasonably provides for the recovery of the investment over a period representing the expected remaining term of the retail store leases. The Company's future minimum revenues under the terms of all noncancellable tenant subleases and future minimum obligations through the remaining terms of its retail store leases, assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2000, $18.0 and $12.6; 2001, $16.8 and $11.2; 2002, $14.0 and $8.7; 2003, $10.4 and $5.9 ; 2004, $6.9 and $3.4, thereafter, $13.7 and $2.0, respectively. 7. Cash and Cash Equivalents: Cash and cash equivalents (demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less) includes tenants' security deposits, escrowed funds and other restricted deposits approximating $.1 million at December 31, 1999 and 1998. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates its risks by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuers. 51 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 8. Notes Payable: During February 1999, the Company issued $130 million of 6-7/8% fixed-rate Senior Notes due 2009. Interest on the notes is payable semi-annually in arrears. The notes were sold at 99.85% of par value. Net proceeds from the issuance totaling approximately $128.9 million, after related transaction costs of approximately $.9 million, were used, in part, to repay $100 million floating-rate senior notes that matured during February 1999 and for general corporate purposes. During November 1999, the Company entered into an unsecured term loan for an aggregate of $52.0 million. The term loan bears interest at Libor plus .70% per annum and matures in November 2000. The proceeds were used to finance the acquisition of various shopping center properties and for general corporate purposes. The Company has a $200 million unsecured medium-term notes ("MTN") program pursuant to which it may, from time to time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs, and (ii) managing the Company's debt maturities. During October and December 1999, the Company issued an aggregate $100 million of fixed-rate unsecured medium-term notes (the "October and December MTNs") under its MTN program. The October and December MTNs mature in October 2004 and December 2007, respectively, and bear interest at 7.62% and 7.90% per annum, respectively. Interest on these notes is payable semi-annually in arrears. During June and July 1998, the Company issued an aggregate $130 million of fixed-rate unsecured medium-term notes under its MTN program (the "June and July MTNS"). The June and July MTNs mature in June 2005 and July 2006, respectively, and bear interest at 6.73% and 6.93% per annum, respectively. Interest on these notes is payable semi-annually in arrears. As of December 31, 1999, a total principal amount of $390.25 million, in fixed-rate senior unsecured MTNs had been issued under the MTN program primarily for the acquisition of neighborhood and community shopping centers and the expansion and improvement of properties in the Company's portfolio. These fixed-rate notes had maturities ranging from five to twelve years at the time of issuance and bear interest at rates ranging from 6.70% to 7.91%. Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears. During August 1998, the Company issued $60 million of floating-rate MTNs which mature in August 2000 and bear interest at LIBOR plus .15% per annum. The interest rate resets quarterly and is payable quarterly in arrears. Concurrent with the issuance of these MTN's, the Company entered into an interest rate swap agreement for the term of these MTNs, which effectively fixed the interest rate at 5.91% per annum. The proceeds from this MTN issuance were used to prepay certain mortgage loans with a principal amount of approximately $57 million bearing interest at 10.54% per annum plus prepayment premiums of approximately $4.9 million (See Note 10). Also during August 1998, the Company issued $100 million of remarketed reset notes under its MTN program. The remarketed reset notes mature in August 2008 and bore interest initially at a floating rate of LIBOR plus .30% per 52 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued annum. After an initial period of one year, the interest rate spread applicable to each subsequent period is determined pursuant to a remarketing agreement between the Company and a financial institution. The interest rate resets quarterly and is payable quarterly in arrears. During August 1999, the Company remarketed the notes for a one-year period at Libor plus .65% per annum. The proceeds from the MTN issuance were used, in part, to repay $50 million MTNs that matured in July 1998 and for general corporate purposes. In connection with the Price REIT Merger, the Company assumed $205 million of fixed-rate unsecured senior notes consisting of: (i) $50 million which mature in June 2004 and bear interest at 7.125%, (ii) $55 million which mature November 2006 and bear interest at 7.5% and (iii) $100 million which mature November 2000 and bear interest at 7.25% (collectively, "the Price REIT Notes"). Interest is payable on the Price REIT Notes semi-annually in arrears. As of December 31, 1999, the Company had $100 million in 6.5% fixed-rate unsecured Senior Notes due 2003. Interest on these senior unsecured notes is paid semi-annually in arrears. The scheduled maturities of all unsecured senior notes payable as of December 31, 1999, are approximately as follows (in millions): 2000, $212.0; 2003, $100.0; 2004, $100.0 and thereafter, $625.25. In accordance with the terms of the Indenture, as amended, pursuant to which the Company's senior, unsecured notes have been issued, the Company is (a) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels, and (b) restricted from paying dividends in amounts that exceed by more than $26 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 maintains a $215 million, unsecured revolving credit agreement with a group of banks. Borrowings under this facility are available for general corporate purposes, including the funding of property acquisitions, development and redevelopment costs. Interest on borrowings accrues at a spread (currently .50%) to LIBOR or money-market rates, as applicable, which fluctuates in accordance with changes in the Company's senior debt ratings. A fee approximating .20% per annum is payable on that portion of the facility which remains unused. Pursuant to the terms of the agreement, the Company, among other things, is (a) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate and secured debt, a minimum debt service coverage ratio and minimum unencumbered asset and equity levels, and (b) restricted from paying dividends in amounts that exceed 90% of funds from operations, as defined, plus 10% of the Company's stockholders' equity determined in accordance with generally accepted accounting principles. There were no borrowings outstanding under this facility at December 31, 1999. This revolving credit facility is scheduled to expire in August 2001. 9. Mortgages Payable: During 1999, the Company obtained non-recourse, non-cross collateralized fixed-rate first mortgage financing aggregating approximately $28.7 million on five of its properties. The mortgages bear interest at rates ranging from 7.00% to 8.25% per annum and mature at various dates through 2009. 53 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued During 1998, the Company obtained mortgage financing aggregating approximately $272.3 million on 20 of its properties. These mortgages are non-recourse, non-cross collateralized, ten-year fixed-rate first mortgages, bearing interest at a weighted average rate of 6.585% per annum over the term of the loans. The proceeds from the mortgages were used primarily for the acquisition of neighborhood and community shopping centers. During April 1999, mortgages encumbering 19 of these properties totaling approximately $252.4 million were deconsolidated in connection with the sale of a controlling interest in KIR (See Note 4). Also during 1998, the Company, through an affiliated entity, obtained mortgage financing of approximately $9.0 million on two other properties. These ten-year fixed-rate mortgages, which are cross-collateralized, bear interest at 7.0% per annum for the term of the loans. Mortgages payable, collateralized by certain shopping center properties and related tenants' leases, are generally due in monthly installments of principal and/or interest which mature at various dates through 2023. Interest rates range from approximately 6.57% to 10.5% (weighted average interest rate of 8.09% as of December 31, 1999). The scheduled maturities of all mortgages payable as of December 31, 1999, are approximately as follows (in millions):2000, $16.5; 2001, $4.7; 2002, $7.8; 2003, $6.3; 2004, $9.1 and thereafter, $167.9. Three of the Company's properties are encumbered by approximately $12.6 million in floating-rate, tax-exempt mortgage bond financing. The rates on the bonds are reset annually, at which time bondholders have the right to require the Company to repurchase the bonds. The Company has engaged a remarketing agent for the purpose of offering for resale those bonds that are tendered to the Company. All bonds tendered for redemption in the past have been remarketed and the Company has arrangements, including letters of credit, with banks to both collateralize the principal amount and accrued interest on such bonds and to fund any repurchase obligations. 10. Extraordinary Items: During 1998, the Company prepaid certain mortgage loans resulting in extraordinary charges of approximately $4.9 million, or, on a per-basic share and diluted share basis, $.10 and $.09, respectively, representing the premiums paid and other costs written-off in connection with the early satisfaction of these mortgage loans. 11. KC Holdings, Inc.: To facilitate the Company's November 1991 initial public stock offering (the "IPO"), 46 shopping center properties and certain other assets, together with indebtedness related thereto, were transferred to subsidiaries of KC Holdings, Inc. ("KC Holdings"), a newly-formed corporation that is owned by the stockholders of the Company prior to the IPO. The Company was granted ten-year, fixed-price acquisition options to reacquire the real estate assets owned by KC Holdings' subsidiaries, subject to any liabilities outstanding with respect to such assets at the time of an option exercise. As of December 31, 1999, KC Holdings' subsidiaries had conveyed 27 shopping centers back to the Company and had disposed of ten additional centers in transactions with third parties. The members of the Company's Board of Directors who are not also shareholders of KC Holdings unanimously approved the purchase of each of the 27 shopping centers that have been reacquired by the Company from KC Holdings. The Company manages five of KC Holdings nine remaining shopping center properties pursuant to a management agreement. 54 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Selected financial information for the property interests owned by KC Holdings' subsidiaries as of December 31, 1999 and, for the year ended December 31, 1999, is as follows: Real estate, net of accumulated depreciation and amortization, $19.4 million; Notes and mortgages payable, $33.1 million; Revenues from rental property, $8.4 million; Loss from rental operations, $.6 million, after depreciation and amortization deductions of $1.5 million; Income adjustment for real estate joint ventures, net, $.7 million. 12. 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 (including discounted cash flow analyses with regard to fixed rate debt) considered appropriate, reasonably approximate their fair values. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of the Company's financial instruments. 13. Preferred and Common Stock Transactions: During 1999, the Company issued 401,646 shares of common stock at $39.00 per share in connection with its exercise of its option to acquire 13 shopping center properties from KC Holdings (See Note 15). During December 1999, the Company purchased and retired 160,000 shares of its common stock at a price of $31.75 per share, totaling approximately $5.1 million. The Company does not have a share repurchase program but acquired the shares when it received an unsolicited offer to buy them from an institutional investor. During April and May 1998, the Company completed the sale of an aggregate 3,039,507 shares of common stock in five separate transactions consisting of (i) a primary public stock offering of 460,000 shares of common stock priced at $36.0625 per share, and (ii) four direct placements of 415,945 shares, 546,075 shares, 837,000 shares and 780,487 shares of common stock priced at $36.0625, $36.625, $36.25 and $38.4375 per share, respectively. The shares of common stock sold in the direct placements were deposited in separate unit investment trusts. The net proceeds from these offerings totaled approximately $106.0 million, after related transaction costs of approximately $5.9 million. During July 1998, the Company completed the sale of an aggregate 1,315,498 shares of common stock in three separate transactions consisting of (i) a primary public stock offering of 510,000 shares of common stock priced at $39.4375 per share and (ii) two direct placements of 375,000 and 430,498 shares of common stock priced at $38.2575 and $38.56 per share, respectively. The net proceeds from these offerings totaled approximately $49.9 million, after related transaction costs of approximately $1.2 million. During September 1998, the Company completed the sale of an aggregate 750,000 shares of common stock priced at $38.75 per share in a primary public stock offering. In addition, during October 1998, the Company sold an additional 112,500 shares of common stock pursuant to an election by the underwriter to exercise, in full, their over-allotment option. The net proceeds from these sales of common stock totaled approximately $31.6 million, after related transaction costs of approximately $1.8 million. 55 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued During November 1998, the Company completed the sale of an aggregate 1,395,000 shares of common stock in four separate transactions consisting of primary public stock offerings of 650,000 shares, 170,000 shares, 475,000 shares and 100,000 shares of common stock priced at $39.6875, $39.6875, $39.00 and $39.00 per share, respectively. The net proceeds from these sales of common stock totaled approximately $52.4 million after related transaction costs of approximately $2.5 million. During December 1998, the Company completed the sale of an aggregate 1,005,800 shares of common stock in three direct placements. The transactions were each priced at $38.25 per share and provided net proceeds to the Company of approximately $38.4 million, after related transaction costs of approximately $.1 million. The net proceeds from these common stock offerings have been used for general corporate purposes, including the acquisition of neighborhood and community shopping centers, the expansion and improvement of certain properties in the Company's portfolio, and the redemption of the Class E Preferred Stock issued in connection with the Merger. During June 1998, in connection with the Merger, the Company issued 4,291,590 Class D Depositary Shares (each such depositary share representing a one-tenth fractional interest in the Class D Preferred Stock) and 650,000 Class E Depositary Shares (each depositary share representing a one-tenth fractional interest in the Class E Preferred Stock). During November 1998, the Company exercised its option to redeem all of the Class E Preferred Stock (represented by the Class E Depositary Shares). (See Note 3.) Dividends on the Class D Depositary Shares are cumulative and payable at the rate per depositary share equal to the greater of (i) 7.5% per annum based upon a $25 per share initial value or $1.875 per share or (ii) the cash dividend on the shares of the Company's common stock into which a Class D Depositary Share is convertible plus $0.0275 per quarter. The Class D Depositary Shares are convertible into the Company's common stock at a conversion price of $40.25 per share of common stock at any time by the holder and may be redeemed by the Company at the conversion price in shares of the Company's common stock at any time after June 19, 2001 if, for any 20 trading days within any period of 30 consecutive trading days, including the last day of such period, the average closing price per share of the Company's common stock exceeds 120% of the conversion price or $48.30 per share, subject to certain adjustments. The dividend rate on the Class E Preferred Stock (represented by the Class E Depositary Shares) was equal to LIBOR plus 2% per annum, adjusted quarterly, and had an initial dividend rate of 7.68% per annum. The Class D Preferred Stock (represented by the Class D Depositary Shares outstanding) ranks pari passu with the Company's 7-3/4% Class A Cumulative Redeemable Preferred Stock, 8-1/2% Class B Cumulative Redeemable Preferred Stock and the 8-3/8% Class C Cumulative Redeemable Preferred Stock as to voting rights, priority for receiving dividends and liquidation preferences as set forth below. At December 31, 1999, the Company has outstanding 3,000,000 Depositary Shares (the "Class A Depositary Shares"), each such Class A Depositary Share representing a one-tenth fractional interest of a share of the Company's 7-3/4% Class A Cumulative Redeemable Preferred Stock, par value $1.00 per share(the "Class A Preferred Stock"), 2,000,000 Depositary Shares (the "Class B Depositary Shares"), each such Class B Depositary Share representing a one-tenth fractional interest of a share of the 56 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Company's 8-1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Class B Preferred Stock"), 4,000,000 Depositary Shares ("the Class C Depositary Shares"), each such Class C Depositary Share representing a one-tenth fractional interest of a share of the Company's 8-3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Class C Preferred Stock"). Dividends on the Class A Depositary Shares are cumulative and payable quarterly in arrears at the rate of 7-3/4% per annum based on the $25 per share initial offering price, or $1.9375 per depositary share. The Class A Depositary Shares are redeemable, in whole or in part, for cash on or after September 23, 1998 at the option of the Company, at a redemption price of $25 per depositary share, plus any accrued and unpaid dividends thereon. The Class A Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The Class A Preferred Stock (represented by the Class A Depositary Shares outstanding) ranks pari passu with the Company's Class B Preferred Stock, Class C Preferred Stock and Class D Preferred Stock as to voting rights, priority for receiving dividends and liquidation preferences as set forth below. Dividends on the Class B Depositary Shares are cumulative and payable quarterly in arrears at the rate of 8-1/2% per annum based on the $25 per share initial offering price, or $2.125 per depositary share. The Class B Depositary Shares are redeemable, in whole or in part, for cash on or after July 15, 2000 at the option of the Company at a redemption price of $25 per depositary share, plus any accrued and unpaid dividends thereon. The redemption price of the Class B Preferred Stock may be paid solely from the sale proceeds of other capital stock of the Company, which may include other classes or series of preferred stock. The Class B Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The Class B Preferred Stock (represented by the Class B Depositary Shares outstanding) ranks pari passu with the Company's Class A Preferred Stock, Class C Preferred Stock and Class D Preferred Stock as to voting rights, priority for receiving dividends and liquidation preferences as set forth below. Dividends on the Class C Depositary Shares are cumulative and payable quarterly in arrears at the rate of 8-3/8% per annum based on the $25 per share initial offering price, or $2.0938 per depositary share. The Class C Depositary Shares are redeemable, in whole or in part, for cash on or after April 15, 2001 at the option of the Company at a redemption price of $25 per depositary share, plus any accrued and unpaid dividends thereon. The redemption price of the Class C Preferred Stock may be paid solely from the sale proceeds of other capital stock of the Company, which may include other classes or series of preferred stock. The Class C Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The Class C Preferred Stock (represented by the Class C Depositary Shares outstanding) ranks pari passu with the Company's Class A Preferred Stock, Class B Preferred Stock and Class D Preferred Stock as to voting rights, priority for receiving dividends and liquidation preferences as set forth below. Voting Rights - As to any matter on which the Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock and Class D Preferred Stock (collectively, the "Preferred Stock") may vote, including any action by written consent, each share of Preferred Stock shall be entitled to 10 votes, each of which 10 votes may be directed separately by the holder thereof. With respect to each share of Preferred Stock, the holder thereof may designate up to 10 proxies, with each such proxy having the right to vote a whole number of votes (totaling 10 votes per share of Preferred Stock). As a result, each Class A, each Class B, each Class C and each Class D Depositary Share is entitled to one vote. 57 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Liquidation Rights - In the event of any liquidation, dissolution or winding up of the affairs of the Company, the Preferred Stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $250.00 per share ($25 per Class A, Class B, Class C and Class D Depositary Share, respectively), 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. 14. Dispositions of Real Estate: During the year ended December 31, 1999, the Company disposed of six shopping center properties and a land parcel. Cash proceeds from four of these dispositions aggregated approximately $6.1, million which approximated their aggregate net book value. During July 1999, the Company disposed of a shopping center property in New Port Richey, FL. Cash proceeds from the disposition totaling $.5 million, together with an additional $5.5 million cash investment, were used to acquire an exchange shopping center property located in Greensboro, NC during September 1999. The sale of this property resulted in a gain of approximately $.3 million. During October 1999, the Company, in separate transactions, disposed of a shopping center property and a land parcel for an aggregate sale price of approximately $4.5 million, which resulted in a gain of approximately $1.3 million. During January 1998, the Company disposed of a property in Pinellas Park, FL. Proceeds from the disposition totaling approximately $2.3 million, together with an additional $7.1 million cash investment, were used to acquire an exchange shopping center property located in Cranston, RI. During December 1998, the Company disposed of a vacant distribution center and adjacent facility located in O'Fallon, MO, which were acquired as part of the Venture transactions, for $10 million, which amount approximated their net book value. 15. 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. The Consolidated Statements of Income include management fee income from KC Holdings of approximately $.4 million, $.6 million and $.6 million for the years ended December 31, 1999, 1998, and 1997, respectively. During July 1999, the Company exercised its option and acquired 13 shopping center properties from KC Holdings. The properties were acquired for an aggregate option price of approximately $39.8 million, paid $15.7 million in shares of the Company's common stock (valued at $39.00 per share at July 1, 1999) and $24.1 million through the assumption of mortgage debt encumbering the properties. 58 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Reference is made to Notes 4, 5 and 11 for additional information regarding transactions with related parties. 16. Commitments and Contingencies: The Company and its subsidiaries are engaged in the operation of shopping centers which are either owned or held under long-term leases which expire at various dates through 2087. The Company and its subsidiaries, in turn, lease premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants' sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels comprised approximately 98% of total revenues from rental property for each of the three years ended December 31, 1999, 1998 and 1997. The future minimum revenues from rental property under the terms of all noncancellable tenant leases, assuming no new or renegotiated leases are executed for such premises, for future years are approximately as follows (in millions): 2000, $345.5; 2001, $331.8; 2002, $307.7; 2003, $280.3; 2004, $252.3 and thereafter, $2,154.0. Minimum rental payments under the terms of all noncancellable operating leases pertaining to its shopping center portfolio for future years are approximately as follows (in millions): 2000, $13.9; 2001, $13.0; 2002, $12.3; 2003, $11.2; 2004, $10.8 and thereafter, $164.5. 17. Incentive Plans: The Company maintains a stock option plan (the "Plan") pursuant to which a maximum 6,000,000 shares of the Company's common stock may be issued for qualified and non-qualified options. Options granted under the Plan generally vest ratably over a three-year term, expire ten years from the date of grant and are exercisable at the market price on the date of grant, unless otherwise determined by the Board in its sole discretion. In addition, the Plan provides for the granting of certain options to each of the Company's non-employee directors (the "Independent Directors") and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors' fees. Information with respect to stock options under the Plan for the years ended December 31, 1999, 1998 and 1997 is as follows: Weighted Average Exercise Price Shares Per Share ------ --------- Options outstanding, December 31, 1996 1,604,146 $23.01 Exercised (179,750) $20.94 Granted 470,700 $31.72 ------- Options outstanding, December 31, 1997 1,895,096 $25.37 Exercised (150,766) $20.99 Granted 1,023,500 $37.32 --------- Options outstanding, December 31, 1998 2,767,830 $30.03 Exercised (320,781) $27.54 Granted 799,050 $32.33 ------- Options outstanding, December 31, 1999 3,246,099 $30.84 ========= 59 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Options exercisable - December 31, 1997 1,126,093 $22.39 ========= ====== December 31, 1998 1,326,224 $24.13 ========= ====== December 31, 1999 1,605,886 $27.24 ========= ====== The exercise prices for options outstanding as of December 31, 1999 range from $13.33 to $39.94 per share. The weighted average remaining contractual life for options outstanding as of December 31, 1999 was approximately 7.7 years. Options to purchase 1,507,120, 2,306,170 and 329,673 shares of the Company's common stock were available for issuance under the Plan at December 31, 1999, 1998 and 1997, respectively. The Company has elected to adopt the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation". Accordingly, no compensation cost has been recognized with regard to options granted under the Plan in the accompanying Consolidated Statements of Income. If stock-based compensation costs had been recognized based on the estimated fair values at the dates of grant for options awarded during 1999, 1998 and 1997 net income and net income per common share for these calendar years would have been reduced by approximately $1.7 million or $.03 per basic share, $1.4 million, or $.03 per basic share and $.7 million, or $.02 per basic share, respectively. These pro forma adjustments to net income and net income per basic common share assume fair values of each option grant estimated using the Black-Scholes option pricing formula. The more significant assumptions underlying the determination of such fair values for options granted during 1999, 1998 and 1997 include: (i) weighted average risk-free interest rates of 6.30%, 5.07% and 6.18%, respectively; (ii) weighted average expected option lives of 5.4 years, 5.6 years and 8.2 years, respectively; (iii) an expected volatility of 15.91%, 15.76% and 15.65%, respectively, and (iv) an expected dividend yield of 7.30%, 6.40% and 6.44%, respectively. The per share weighted average fair value at the dates of grant for options awarded during 1999, 1998 and 1997 was $2.53, $2.86 and $3.02, respectively. The Company maintains a 401(k) retirement plan covering substantially all officers and employees which permits participants to defer up to a maximum 10% of their eligible compensation. This deferred compensation, together with Company matching contributions which generally equal employee deferrals up to a maximum of 5%, is fully vested and funded as of December 31, 1999. Company contributions to the plan totaled less than $0.5 million for each of the years ended December 31, 1999, 1998 and 1997. 60 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 18. Supplemental Financial Information: The following represents the results of operations, expressed in thousands except per share amounts, for each quarter during years 1999 and 1998.
1999 (Unaudited) ---------------------------------------------------------------- Mar. 31 June 30 Sept. 30 Dec. 31 ------- ------- -------- ------- Revenues from rental property $112,876 $106,072 $106,044 $108,888 Net income $39,488 $42,441 $45,614 $49,235 Net income, per common share: Basic $.55 $.59 $.64 $.70 Diluted $.54 $.59 $.64 $.70 1998 (Unaudited) --------------------------------------------------------------- Mar. 31 June 30 Sept. 30 Dec. 31 ------- ------- -------- ------- Revenues from rental property $63,112 $69,341 $98,085 $108,260 Income before extraordinary items $25,484 $27,530 $36,107 $38,046 Net income $25,484 $27,530 $31,255 $37,997 Per common share: Income before extraordinary items: Basic $.52 $.51 $.50 $.53 Diluted $.51 $.50 $.49 $.52 Net income: Basic $.52 $.51 $.41 $.53 Diluted $.51 $.50 $.41 $.52
Interest paid during years 1999, 1998 and 1997 approximated $80.0 million, $60.7 million and $29.9 million, respectively. Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of approximately $3.8 million and $3.2 million, respectively, at December 31, 1999 and 1998. 19. Pro Forma Financial Information (Unaudited): As discussed in Notes 2 and 14, the Company and certain of its subsidiaries acquired and disposed of interests in shopping center properties during 1999. The pro forma financial information set forth below is based upon the Company's historical Consolidated Statements of Income for the years ended December 31, 1999 and 1998, adjusted to give effect to these transactions as of January 1, 1998. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred on January 1, 1998, nor does it purport to represent the results of operations for future periods. (Amounts presented in millions, except per share figures.) 61 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Years ended December 31, 1999 1998 ---- ---- Revenues from rental property $451.3 $372.1 Income before extraordinary items $178.8 $136.1 Net income $178.8 $131.2 Per common share: Income before extraordinary items: Basic $2.51 $2.21 Diluted $2.49 $2.18 Net income: Basic $2.51 $2.11 Diluted $2.49 $2.09 62 KIMCO REALTY CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For Years Ended December 31, 1999, 1998 and 1997
Balance at Charged to Balance at Beginning of Charged to valuation end of Period expenses accounts Deductions period ----------------- --------------- ------------------ ----------------- ---------------- Year Ended December 31, 1999 Allowance for uncollectable accounts $3,150,000 $3,650,000 $ 350,000 $3,400,000 $3,750,000 ================= =============== ================== ================= ================ Year Ended December 31, 1998 Allowance for uncollectable accounts $1,800,000 $2,050,000 $ 1,300,000 $2,000,000 $3,150,000 ================= =============== ================== ================= ================ Year Ended December 31, 1997 Allowance for uncollectable accounts $1,350,000 $910,000 $ - $460,000 $1,800,000 ================= =============== ================== ================= ================
63 KIMCO REALTY CORPORATION AND SUBSIDARIES REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1999
INITIAL COST INITIAL COST TOTAL COST ------------ ------------ ---------- BUILDING AND SUBSEQUENT BUILDINGS AND PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND IMPROVEMENTS TOTAL ---------- ---- ----------- -------------- ---- ------------ ----- BOCA RATON $573,875 $2,295,501 $940,519 $573,875 $3,236,020 $3,809,895 WHITEHALL 432,652 770,159 205,323 432,652 975,482 1,408,134 OGDEN 213,818 855,275 478,695 213,818 1,333,970 1,547,788 SYOSSET, NY - 76,197 35,222 - 111,419 111,419 ORLANDO 923,956 3,646,904 1,828,967 1,172,119 5,227,708 6,399,827 PLAINVIEW 263,693 584,031 9,573,327 263,693 10,157,358 10,421,051 POMPANO BEACH 97,169 874,442 1,269,518 97,169 2,143,960 2,241,129 LIVONIA 178,785 925,818 630,242 178,785 1,556,060 1,734,845 LAUDERDALE LAKES 342,420 2,416,645 2,196,438 342,420 4,613,083 4,955,503 FERN PARK 225,000 902,000 2,351,777 225,000 3,253,777 3,478,777 ADDISON - 753,343 1,115,267 - 1,868,610 1,868,610 LARGO 293,686 792,119 1,239,676 293,686 2,031,795 2,325,481 WINSTON-SALEM 540,667 719,655 3,706,733 540,667 4,426,388 4,967,055 MELBOURNE - 1,754,000 2,288,164 - 4,042,164 4,042,164 ST. PETERSBURG - 917,360 681,718 - 1,599,078 1,599,078 GROVE GATE 365,893 1,049,172 1,139,954 365,893 2,189,126 2,555,019 UPPER ARLINGTON 504,256 2,198,476 7,286,912 1,255,544 8,734,100 9,989,644 SHILOH SPRING RD. - 1,735,836 2,379,021 - 4,114,857 4,114,857 FELBRAM 72,971 302,579 414,574 72,971 717,153 790,124 LEESBURG - 171,636 115,985 - 287,621 287,621 FOREST PARK 141,200 564,800 64,990 141,200 629,790 770,990 LARGO EAST BAY 2,832,296 11,329,185 792,283 2,832,296 12,121,468 14,953,764 LEXINGTON 1,675,031 6,848,209 4,861,677 1,675,031 11,709,886 13,384,917 CLAWSON 1,624,771 6,578,142 2,307,253 1,624,771 8,885,395 10,510,166 CHARLOTTE 919,251 3,570,981 944,215 919,251 4,515,196 5,434,447 LAFAYETTE 230,402 1,305,943 111,217 230,402 1,417,160 1,647,562 FARMINGTON 1,098,426 4,525,723 1,333,472 1,098,426 5,859,195 6,957,621 WEST MIFFLIN 475,815 1,903,231 646,514 475,815 2,549,745 3,025,560 BRADENTON 125,000 299,253 323,963 125,000 623,216 748,216 GREENWOOD 423,371 1,883,421 1,243,942 423,371 3,127,363 3,550,734 GRAVOIS 1,032,416 4,455,514 886,957 1,032,416 5,342,471 6,374,887 JENNINGS 257,782 1,031,128 1,253,906 257,782 2,285,034 2,542,816 HAZELWOOD, MO - - 252,094 - 252,094 252,094 DALLAS 1,299,632 5,168,727 5,422,290 1,299,632 10,591,017 11,890,649 TUTTLE BEE SARASOTA 254,961 828,465 1,637,397 254,961 2,465,862 2,720,823 LAUREL 349,562 1,398,250 712,475 349,562 2,110,725 2,460,287 LAUREL 274,580 1,100,968 - 274,580 1,100,968 1,375,548 EAST ORLANDO 491,676 1,440,000 2,561,321 1,007,882 3,485,115 4,492,997 OTTAWA 137,775 784,269 303,414 137,775 1,087,683 1,225,458 BLOOMINGTON 805,521 2,222,353 2,579,854 805,521 4,802,207 5,607,728 RALEIGH 5,208,885 20,885,792 1,689,450 5,208,885 22,575,242 27,784,127 CANTON HILLS 500,980 2,020,274 1,067,564 500,980 3,087,838 3,588,818 SAVANNAH 2,052,270 8,232,978 327,564 2,052,270 8,560,542 10,612,812 MACON 262,700 1,487,860 1,589,537 349,326 2,990,771 3,340,097 CANTON 792,985 1,459,031 4,528,686 792,985 5,987,717 6,780,702 CHARLOTTE 1,783,400 7,139,131 53,609 1,783,400 7,192,740 8,976,140 PALATKA 130,844 556,658 897,013 130,844 1,453,671 1,584,515 REGENCY PLAZA 2,410,000 9,671,160 - 2,410,000 9,671,160 12,081,160 EAST STROUDSBURG 1,050,000 2,372,628 790,105 1,050,000 3,162,733 4,212,733 POUGHKEEPSIE 876,548 4,695,659 1,254,715 876,548 5,950,374 6,826,922 BARBERTON 505,590 1,948,135 170,245 505,590 2,118,380 2,623,970 HAGERSTOWN 541,389 2,165,555 1,038,280 541,389 3,203,835 3,745,224 ELGIN 842,555 2,108,674 1,458,722 842,555 3,567,396 4,409,951 GRAND HAVEN 356,800 1,532,689 1,190,674 356,800 2,723,363 3,080,163 HOUSTON 275,000 507,588 191,639 275,000 699,227 974,227 GREENLITE, CLEVELAND - - 28,300 - 28,300 28,300 WICKLIFFE 610,991 2,471,965 1,269,488 610,991 3,741,453 4,352,444 MANHASSET VENTURE LLC 4,567,003 19,165,808 - 4,567,003 19,165,808 23,732,811 LEOMINSTER 3,732,508 6,754,092 29,584,089 4,933,640 35,137,049 40,070,689 LAUDERHILL 1,002,733 2,602,415 9,135,669 1,774,443 10,966,374 12,740,817 CAMBRIDGE - 1,848,195 809,892 473,060 2,185,027 2,658,087 OLMSTED 167,337 2,815,856 1,029,371 167,337 3,845,227 4,012,564 LEMAY 125,879 503,510 159,725 125,879 663,235 789,114 AKRON WATERLOO 437,277 1,912,222 284,601 437,277 2,196,823 2,634,100 BRUNSWICK 771,765 6,058,560 289,996 771,765 6,348,556 7,120,321 WEST MIFFLIN HILLS 654,366 3,199,729 6,924,037 654,366 10,123,766 10,778,132 CHARLESTON 730,164 3,132,092 4,160,121 730,164 7,292,213 8,022,377 MESQUITE 520,340 2,081,356 528,652 520,340 2,610,008 3,130,348 BELLEVUE 405,217 1,743,573 101,153 405,217 1,844,726 2,249,943 KIMCO HOUMA 274, LLC 1,980,000 7,945,784 - 1,980,000 7,945,784 9,925,784 LANDMARK STATION GREENSBORO 1,200,000 4,808,785 - 1,200,000 4,808,785 6,008,785 TOTAL TOTAL COST, DATE OF ACCUMULATED NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION DEPRECIATION ENCUMBRANCES ACQUISITION(A) ---------- ------------ ------------ ------------ -------------- BOCA RATON $618,026 $3,191,869 $- 1992(A) WHITEHALL 767,736 640,398 - 1967(C) OGDEN 795,027 752,761 - 1967(C) SYOSSET, NY 75,710 35,709 - 1990(C) ORLANDO 678,316 5,721,511 - 1995(A) PLAINVIEW 1,932,443 8,488,607 - 1969(C) POMPANO BEACH 1,088,777 1,152,352 - 1968(C) LIVONIA 457,496 1,277,349 - 1968(C) LAUDERDALE LAKES 3,065,659 1,889,844 - 1968(C) FERN PARK 1,149,494 2,329,283 - 1968(C) ADDISON 1,013,343 855,267 - 1968(C) LARGO 1,476,763 848,718 - 1968(C) WINSTON-SALEM 1,243,447 3,723,608 - 1969(C) MELBOURNE 1,732,010 2,310,154 - 1968(C) ST. PETERSBURG 608,025 991,053 - 1968(C) GROVE GATE 1,204,416 1,350,603 - 1968(C) UPPER ARLINGTON 3,848,174 6,141,470 - 1969(C) SHILOH SPRING RD. 2,577,424 1,537,432 - 1969(C) FELBRAM 436,892 353,232 - 1970(C) LEESBURG 196,112 91,509 - 1969(C) FOREST PARK 443,930 327,060 - 1969(C) LARGO EAST BAY 2,540,591 12,413,173 - 1992(A) LEXINGTON 1,614,995 11,769,922 - 1993(A) CLAWSON 1,136,791 9,373,375 - 1993(A) CHARLOTTE 497,321 4,937,126 - 1995(A) LAFAYETTE 918,102 729,460 - 1971(C) FARMINGTON 799,465 6,158,156 - 1993(A) WEST MIFFLIN 311,424 2,714,136 - 1993(A) BRADENTON 332,945 415,271 - 1968(C) GREENWOOD 1,409,376 2,141,358 - 1970(C) GRAVOIS 3,360,540 3,014,347 - 1972(C) JENNINGS 248,234 2,294,582 - 1971(C) HAZELWOOD, MO 3,091 249,003 - 1971(C) DALLAS 8,453,836 3,436,814 - 1969(C) TUTTLE BEE SARASOTA 1,288,740 1,432,083 - 1970(C) LAUREL 350,885 2,109,402 - 1995(A) LAUREL 696,756 678,792 - 1972(C) EAST ORLANDO 1,510,084 2,982,913 - 1971(C) OTTAWA 934,724 290,734 - 1970(C) BLOOMINGTON 1,621,179 3,986,549 - 1972(C) RALEIGH 3,001,265 24,782,862 - 1993(A) CANTON HILLS 344,506 3,244,312 - 1993(A) SAVANNAH 1,375,512 9,237,300 - 1993(A) MACON 1,311,702 2,028,396 - 1969(C) CANTON 2,471,495 4,309,207 - 1972(C) CHARLOTTE 1,159,767 7,816,373 - 1993(A) PALATKA 732,536 851,979 - 1970(C) REGENCY PLAZA - 12,081,160 9,045,328 1999(A) EAST STROUDSBURG 1,721,477 2,491,256 - 1973(C) POUGHKEEPSIE 3,385,963 3,440,960 - 1972(C) BARBERTON 1,418,621 1,205,349 - 1972(C) HAGERSTOWN 1,585,575 2,159,649 - 1973(C) ELGIN 1,529,350 2,880,602 - 1972(C) GRAND HAVEN 1,161,380 1,918,783 - 1976(C) HOUSTON 568,733 405,494 - 1973(C) GREENLITE, CLEVELAND 45,932 (17,632) - 1998(C) WICKLIFFE 360,161 3,992,282 - 1995(A) MANHASSET VENTURE LLC - 23,732,811 1999(A) LEOMINSTER 10,687,486 29,383,203 - 1975(A) LAUDERHILL - 12,740,817 - 1974(C) CAMBRIDGE 1,328,385 1,329,702 - 1973(C) OLMSTED 2,651,219 1,361,345 - 1973(C) LEMAY 406,086 383,028 - 1974(C) AKRON WATERLOO 1,474,901 1,159,199 - 1975(C) BRUNSWICK 4,500,314 2,620,007 - 1975(C) WEST MIFFLIN HILLS 3,974,011 6,804,121 - 1973(C) CHARLESTON 1,569,979 6,452,398 - 1978(C) MESQUITE 275,161 2,855,187 - 1995(A) BELLEVUE 1,405,930 844,013 - 1976(A) KIMCO HOUMA 274, LLC 33,931 9,891,853 1999(A) LANDMARK STATION GREENSBORO 30,769 5,978,016 1999(A)
64
BUILDING AND SUBSEQUENT BUILDINGS AND PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND IMPROVEMENTS TOTAL ---------- ---- ----------- -------------- ---- ------------ ----- ELSMERE - 3,185,642 - - 3,185,642 3,185,642 MADISON - 4,133,904 2,410,347 - 6,544,251 6,544,251 SPRINGFIELD 919,998 4,981,589 2,508,220 919,998 7,489,809 8,409,807 CHERRY HILL 2,417,583 6,364,094 1,022,588 2,417,583 7,386,682 9,804,265 NANUET 798,932 2,361,900 1,473,214 798,932 3,835,114 4,634,046 OAKCREEK 1,245,870 4,339,637 3,989,195 1,245,870 8,328,832 9,574,702 KROGER, OAK CREEK - - - - - - NORRISTOWN 686,134 2,664,535 3,255,327 774,084 5,831,912 6,605,996 SPRINGBORO PIKE 1,854,527 2,572,518 2,507,064 1,854,527 5,079,582 6,934,109 THE CENTRE 3,403,724 13,625,899 - 3,403,724 13,625,899 17,029,623 LIMA 770,121 3,080,479 601,651 770,121 3,682,130 4,452,251 CHARLES TOWN 602,000 3,725,871 11,071,485 602,000 14,797,356 15,399,356 MUSKEGON 391,500 958,500 752,926 391,500 1,711,426 2,102,926 NORTH MIAMI 732,914 4,080,460 10,220,098 732,914 14,300,558 15,033,472 NEW KENSINGTON 521,945 2,548,322 725,212 521,945 3,273,534 3,795,479 PENN HILLS - 1,737,289 - - 1,737,289 1,737,289 BEAVERCREEK 635,228 3,024,722 2,556,986 635,228 5,581,708 6,216,936 HAMPTON BAYS 1,495,105 5,979,320 80,495 1,495,105 6,059,815 7,554,920 BRIDGEHAMPTON 1,811,752 3,107,232 22,028,500 1,811,752 25,135,732 26,947,484 EASTERN BLVD. 412,016 1,876,962 169,942 412,016 2,046,904 2,458,920 E. PROSPECT ST. 604,826 2,755,314 265,370 604,826 3,020,684 3,625,510 W. MARKET ST. 188,562 1,158,307 - 188,562 1,158,307 1,346,869 MIDDLETOWN 207,283 1,174,603 447,331 207,283 1,621,934 1,829,217 UPPER ALLEN 445,743 1,782,972 196,055 445,743 1,979,027 2,424,770 GETTYSBURG 74,626 671,630 101,519 74,626 773,149 847,775 MARTINSBURG 242,634 1,273,828 628,937 242,634 1,902,765 2,145,399 SOUTH EAST SARASOTA 1,283,400 5,133,544 1,230,406 1,440,264 6,207,086 7,647,350 AIKEN 183,901 1,087,979 43,200 183,901 1,131,179 1,315,080 TYVOLA RD. - 4,736,345 1,494,281 - 6,230,626 6,230,626 RACINE 1,403,082 5,612,330 1,409,247 1,403,082 7,021,577 8,424,659 WEST MIFFLIN 1,468,341 - - 1,468,341 - 1,468,341 INDIANAPOLIS 447,600 3,607,193 2,148,983 447,600 5,756,176 6,203,776 RICHBORO 788,761 3,155,044 10,653,762 976,439 13,621,128 14,597,567 MILLER ROAD 1,138,082 4,552,327 1,495,519 1,138,082 6,047,846 7,185,928 SANFORD 3,406,565 13,648,041 1,405,450 3,406,565 15,053,491 18,460,056 CARLE PLACE 1,183,290 4,903,642 10,409,825 1,314,540 15,182,217 16,496,757 PLAZA EAST 1,236,149 4,944,597 2,071,416 1,236,149 7,016,013 8,252,162 PLAZA WEST 808,435 3,210,187 575,057 808,435 3,785,244 4,593,679 MENTOR 503,981 2,455,926 481,230 503,981 2,937,156 3,441,137 MORSE RD. 835,386 2,097,600 2,587,666 835,386 4,685,266 5,520,652 HAMILTON RD. 856,178 2,195,520 3,502,222 856,178 5,697,742 6,553,920 OLENTANGY RIVER RD. 764,517 1,833,600 2,197,502 764,517 4,031,102 4,795,619 SALEM AVE. 665,314 347,818 5,084,384 665,314 5,432,202 6,097,516 KETTERING 1,190,496 4,761,984 635,571 1,190,496 5,397,555 6,588,051 W. BROAD ST. 982,464 3,929,856 3,018,449 982,464 6,948,305 7,930,769 ELYRIA 781,728 3,126,912 52,741 781,728 3,179,653 3,961,381 MIDDLEBURG HEIGHTS 639,542 3,783,096 - 639,542 3,783,096 4,422,637 CHARDON ROAD 481,167 5,947,751 - 481,167 5,947,751 6,428,918 MEMPHIS AVE 696,495 4,048,722 - 696,495 4,048,722 4,745,218 RIDGE ROAD 1,285,213 4,712,358 670,716 1,285,213 5,383,074 6,668,287 NORTH OLMSTED 626,818 3,712,045 - 626,818 3,712,045 4,338,862 GLENWAY AVE 530,243 3,788,189 - 530,243 3,788,189 4,318,432 SPRINGFIELD 842,976 3,371,904 835,250 842,976 4,207,154 5,050,130 MENTOR ERIE CMNS. 2,234,474 9,648,000 4,367,128 2,234,474 14,015,128 16,249,602 WEST MARKET ST. 560,255 3,909,430 - 560,255 3,909,430 4,469,685 SPRINGDALE 3,205,653 14,619,732 4,688,077 3,205,653 19,307,809 22,513,462 NORTHFIELD ROAD - 2,997,232 - - 2,997,232 2,997,232 EVERHARD RD 633,046 3,729,612 - 633,046 3,729,612 4,362,658 WESTERVILLE 1,050,431 4,201,616 7,476,356 1,050,431 11,677,972 12,728,403 SOUTH HIGH ST. 602,421 2,737,004 - 602,421 2,737,004 3,339,425 IRONDEQUOIT 1,234,250 8,190,181 1,004,064 1,234,250 9,194,245 10,428,495 WEST GATES 1,784,718 9,721,970 92,117 1,784,718 9,814,087 11,598,805 HENRIETTA 1,075,358 6,635,486 37,146 1,075,358 6,672,632 7,747,990 ROMIG ROAD 855,713 5,472,635 - 855,713 5,472,635 6,328,348 KENT, OH 6,254 3,028,914 - 6,254 3,028,914 3,035,168 CANTON, OH - 2,708,276 - - 2,708,276 2,708,276 JONESBORO RD. &I-285 468,118 1,872,473 53,114 468,118 1,925,587 2,393,705 AKRON, OH - 2,491,079 - - 2,491,079 2,491,079 RICHMOND 82,544 2,289,288 - 82,544 2,289,288 2,371,832 GAITHERSBURG 244,890 6,787,534 - 244,890 6,787,534 7,032,425 CARNEGIE - 3,298,908 - - 3,298,908 3,298,908 HOOVER 279,106 7,735,873 - 279,106 7,735,873 8,014,979 HARRISONBURG 69,885 1,938,239 - 69,885 1,938,239 2,008,123 COLONIAL HEIGHTS 125,376 3,476,073 - 125,376 3,476,073 3,601,449 LARGO/LANDOVER 982,266 27,223,105 - 982,266 27,223,105 28,205,372 EXTON 176,666 4,895,360 - 176,666 4,895,360 5,072,026 HIGHLAND RIDGE PLAZA 1,540,000 6,178,398 - 1,540,000 6,178,398 7,718,398 TOTAL TOTAL COST, DATE OF ACCUMULATED NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION DEPRECIATION ENCUMBRANCES ACQUISITION(A) ---------- ------------ ------------ ------------ -------------- ELSMERE 2,177,139 1,008,503 - 1979(C) MADISON 3,423,303 3,120,948 - 1978(C) SPRINGFIELD 4,252,431 4,157,375 3,235,000 1983(A) CHERRY HILL 3,026,076 6,778,188 4,600,000 1985(C) NANUET 1,530,626 3,103,420 - 1984(A) OAKCREEK 3,040,820 6,533,881 4,770,000 1984(A) KROGER, OAK CREEK 19,744 (19,744) - 1997(A) NORRISTOWN 2,766,295 3,839,701 - 1984(A) SPRINGBORO PIKE 2,265,257 4,668,852 - 1985(C) THE CENTRE 43,638 16,985,985 8,311,753 1999(A) LIMA 423,175 4,029,076 - 1995(A) CHARLES TOWN 3,907,529 11,491,826 - 1985(A) MUSKEGON 1,018,300 1,084,626 - 1985(A) NORTH MIAMI 3,580,481 11,452,992 - 1985(A) NEW KENSINGTON 2,160,982 1,634,497 - 1986(A) PENN HILLS 1,195,417 541,872 - 1986(A) BEAVERCREEK 2,647,085 3,569,851 - 1986(A) HAMPTON BAYS 1,939,006 5,615,914 - 1989(A) BRIDGEHAMPTON 6,190,786 20,756,697 - 1972(C) EASTERN BLVD. 1,359,474 1,099,446 - 1987(A) E. PROSPECT ST. 2,032,189 1,593,321 - 1986(A) W. MARKET ST. 828,066 518,803 - 1986(A) MIDDLETOWN 858,995 970,222 - 1986(A) UPPER ALLEN 1,330,603 1,094,167 - 1986(A) GETTYSBURG 547,489 300,286 - 1986(A) MARTINSBURG 1,217,586 927,813 - 1986(A) SOUTH EAST SARASOTA 1,742,471 5,904,879 - 1989(A) AIKEN 369,296 945,784 - 1989(A) TYVOLA RD. 3,287,358 2,943,268 - 1986(A) RACINE 2,078,627 6,346,031 - 1988(A) WEST MIFFLIN - 1,468,341 - 1986(A) INDIANAPOLIS 2,787,694 3,416,081 - 1986(A) RICHBORO 3,264,361 11,333,205 - 1986(A) MILLER ROAD 3,424,277 3,761,652 - 1986(A) SANFORD 4,631,563 13,828,493 - 1989(A) CARLE PLACE 952,834 15,543,923 - 1993(A) PLAZA EAST 579,097 7,673,065 - 1995(A) PLAZA WEST 283,651 4,310,028 - 1995(A) MENTOR 1,128,794 2,312,344 - 1987(A) MORSE RD. 1,457,426 4,063,226 - 1988(A) HAMILTON RD. 1,657,420 4,896,500 - 1988(A) OLENTANGY RIVER RD. 1,545,791 3,249,828 - 1988(A) SALEM AVE. 1,371,755 4,725,762 - 1988(A) KETTERING 1,761,157 4,826,894 - 1988(A) W. BROAD ST. 1,880,113 6,050,656 - 1988(A) ELYRIA 1,115,380 2,846,001 - 1988(A) MIDDLEBURG HEIGHTS 1,176,100 3,246,537 - 1999(A) CHARDON ROAD 1,379,434 5,049,484 - 1999(A) MEMPHIS AVE 1,343,220 3,401,998 - 1999(A) RIDGE ROAD 1,189,270 5,479,017 - 1992(A) NORTH OLMSTED 1,124,008 3,214,854 - 1999(A) GLENWAY AVE 1,380,505 2,937,927 - 1999(A) SPRINGFIELD 1,222,629 3,827,502 - 1988(A) MENTOR ERIE CMNS. 3,215,321 13,034,281 - 1988(A) WEST MARKET ST. 1,378,074 3,091,611 - 1999(A) SPRINGDALE 4,267,690 18,245,772 - 1992(A) NORTHFIELD ROAD 605,472 2,391,759 - 1999(A) EVERHARD RD 1,124,268 3,238,391 - 1999(A) WESTERVILLE 2,283,113 10,445,289 - 1988(A) SOUTH HIGH ST. 1,130,458 2,208,967 - 1999(A) IRONDEQUOIT 1,682,226 8,746,269 - 1993(A) WEST GATES 1,475,308 10,123,497 - 1993(A) HENRIETTA 1,332,661 6,415,329 - 1993(A) ROMIG ROAD 1,691,835 4,636,514 - 1999(A) KENT, OH 692,542 2,342,626 - 1999(A) CANTON, OH 847,266 1,861,010 - 1999(A) JONESBORO RD. &I-285 610,601 1,783,104 - 1988(A) AKRON, OH 601,675 1,889,404 - 1999(A) RICHMOND - 2,371,832 - 1999(A) GAITHERSBURG - 7,032,425 - 1999(A) CARNEGIE - 3,298,908 - 1999(A) HOOVER - 8,014,979 - 1999(A) HARRISONBURG - 2,008,123 - 1999(A) COLONIAL HEIGHTS - 3,601,449 - 1999(A) LARGO/LANDOVER - 28,205,372 - 1999(A) EXTON - 5,072,026 - 1999(A) HIGHLAND RIDGE PLAZA 13,199 7,705,199 - 1999(A)
65
BUILDING AND SUBSEQUENT BUILDINGS AND PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND IMPROVEMENTS TOTAL ---------- ---- ----------- -------------- ---- ------------ ----- HAYDEN PLAZA NORTH 2,015,726 4,126,509 4,010,254 2,015,726 8,136,763 10,152,489 ALHAMBRA, COSTCO 4,995,639 19,982,557 - 4,995,639 19,982,557 24,978,196 MADISON PLAZA 5,874,396 23,476,190 16,333 5,874,396 23,492,523 29,366,919 CHULA VISTA, COSTCO 6,460,743 25,863,153 940,569 6,460,743 26,803,722 33,264,465 CORONA HILLS, COSTCO 13,360,965 53,373,453 109,727 13,360,965 53,483,180 66,844,145 WEST FARM SHOPPING CENTER 5,805,969 23,348,024 4,457 5,805,969 23,352,481 29,158,450 LA MIRADA THEATRE CENTER 8,816,741 35,259,965 5,800 8,816,741 35,265,765 44,082,506 METRO SQUARE 4,101,017 16,410,632 11,591 4,101,017 16,422,223 20,523,240 N.HAVEN, HOME DEPOT 7,704,968 30,797,640 19,140 7,704,968 30,816,780 38,521,748 CENNTENIAL PLAZA 4,650,634 18,604,307 44,060 4,650,634 18,648,367 23,299,001 PHOENIX, COSTCO 5,324,501 21,269,943 122,102 5,324,501 21,392,045 26,716,546 PISCATAWAY TOWN CENTER 3,851,839 15,410,851 5,841 3,851,839 15,416,692 19,268,531 SANTA ANA, HOME DEPOT 4,592,364 18,345,257 - 4,592,364 18,345,257 22,937,621 WHITE MARSH, COSTCO 3,517,018 14,049,542 6,913 3,517,018 14,056,455 17,573,473 WOODGROVE FESTIVAL 5,049,149 20,822,993 1,231,200 5,049,149 22,054,193 27,103,342 CNETER AT BAYBROOK 6,941,017 27,727,491 2,408 6,941,017 27,729,899 34,670,916 SHOP AT VISTA RIDGE 3,257,199 13,029,416 19,992 3,257,199 13,049,408 16,306,607 VISTA RIDGE PLAZA 2,926,495 11,716,483 - 2,926,495 11,716,483 14,642,978 MESQUITE TOWN CENTER 3,757,324 15,061,644 293,011 3,757,324 15,354,655 19,111,979 BRIDEWATER NJ 14,306,306 27,571,970 7,968,054 14,306,306 35,540,024 49,846,331 RENAISSANCE CENTER 9,104,379 36,540,873 121,261 9,104,379 36,662,134 45,766,513 KING KULLEN PLAZA 5,968,082 23,243,404 17,723 5,968,082 23,261,127 29,229,209 MARKET PLACE AT RIVERGATE 2,574,635 10,339,449 344,251 2,574,635 10,683,700 13,258,335 SYCAMORE PLAZA 1,404,443 5,613,270 - 1,404,443 5,613,270 7,017,713 PLAZA PASEO DEL-NORTE 4,653,197 18,633,584 188,101 4,653,197 18,821,685 23,474,882 FRANKLIN TOWNE CENTER 4,903,113 19,608,193 16,641 4,903,113 19,624,834 24,527,947 RIVERGATE, TN 3,038,561 12,157,408 119,919 3,038,561 12,277,327 15,315,888 CENTER OF THE HILLS, TX 2,923,585 11,706,145 139,359 2,923,585 11,845,504 14,769,089 VISTA RIDGE PHASE II 2,276,575 9,106,300 - 2,276,575 9,106,300 11,382,875 JUAN TABO, ALBUQUERQUE 1,141,200 4,566,817 - 1,141,200 4,566,817 5,708,017 CASA PALOMA SHOPPING CENTER 4,111,061 - 10,932,746 4,111,061 10,932,746 15,043,808 TROLLEY STATION 3,303,682 13,218,740 - 3,303,682 13,218,740 16,522,422 RIVERWALK PLAZA 2,708,290 10,841,674 - 2,708,290 10,841,674 13,549,964 ST. CHARLES-UNDEVELOPED LAND 472,036 - 105,755 472,036 105,755 577,791 STATEN ISLAND 2,280,000 9,027,951 3,994,089 2,280,000 13,022,040 15,302,040 GASTONIA 2,467,696 9,870,785 403,079 2,467,696 10,273,864 12,741,560 MARGATE 2,948,530 11,754,120 1,353,202 2,948,530 13,107,322 16,055,852 WALKER 3,682,478 14,730,060 1,624,691 3,682,478 16,354,751 20,037,229 TAYLOR 1,451,397 5,806,263 59,406 1,451,397 5,865,669 7,317,066 WATERBURY 2,253,078 9,017,012 70,956 2,253,078 9,087,968 11,341,046 GREAT BARRINGTON 642,170 2,547,830 7,155,641 1,427,963 8,917,678 10,345,641 KISSIMMEE 1,328,536 5,296,652 1,515,262 1,328,536 6,811,914 8,140,450 WESTMONT 601,655 2,404,604 9,232,117 601,655 11,636,721 12,238,376 RIDGEWOOD 450,000 2,106,566 28,802 450,000 2,135,368 2,585,368 MELBOURNE 715,844 2,878,374 337,061 715,844 3,215,435 3,931,279 NORTH BRUNSWICK 3,204,978 12,819,912 12,536,664 3,204,978 25,356,576 28,561,554 SAND LAKE 3,092,706 12,370,824 817,227 3,092,706 13,188,051 16,280,757 STUART 2,109,677 8,415,323 311,542 2,109,677 8,726,865 10,836,542 ROCKINGHAM 2,660,915 10,643,660 9,974,245 2,660,915 20,617,905 23,278,820 CORAL SPRINGS 710,000 2,842,907 3,128,997 710,000 5,971,904 6,681,904 SPRINGFIELD 2,745,595 10,985,778 3,890,910 2,904,022 14,718,261 17,622,283 CHARLESTON 1,744,430 6,986,094 2,310,537 1,744,430 9,296,631 11,041,061 SAVANNAH 652,255 2,616,522 149,523 652,255 2,766,045 3,418,300 WEST PALM BEACH 550,896 2,298,964 352,169 550,896 2,651,133 3,202,029 SOUTH MIAMI 1,280,440 5,133,825 2,087,239 1,280,440 7,221,064 8,501,504 AUGUSTA 1,482,564 5,928,122 39,205 1,482,564 5,967,327 7,449,891 ALTAMONTE SPRINGS 770,893 3,083,574 - 770,893 3,083,574 3,854,467 KENT 2,261,530 - - 2,261,530 - 2,261,530 ORLANDO 560,800 2,268,112 1,934,609 580,030 4,183,491 4,763,521 DURHAM 1,882,800 7,551,576 558,862 1,882,800 8,110,438 9,993,238 PHOENIX - - - - - - GARLAND 210,286 845,845 - 210,286 845,845 1,056,131 MARLTON PIKE - 4,318,534 - - 4,318,534 4,318,534 CAMDEN - 499,999 79,366 - 579,365 579,365 CINNAMINSON 652,123 2,608,491 837,981 652,123 3,446,472 4,098,595 FLORENCE 1,465,661 6,011,013 35,458 1,465,661 6,046,471 7,512,132 PHOENIX 2,450,341 9,802,046 - 2,450,341 9,802,046 12,252,387 MORRISVILLE 92,286 30,645 (240,683) 92,286 (210,039) (117,753 CENTER SQUARE 731,888 2,927,551 - 731,888 2,927,551 3,659,439 PHILADELPHIA 731,888 2,927,551 - 731,888 2,927,551 3,659,439 FEASTERVILLE 520,521 2,082,083 29,197 520,521 2,111,280 2,631,801 WARRINGTON 661,189 2,644,755 165,725 661,189 2,810,480 3,471,669 WHITEHALL - 5,195,577 9,231 - 5,204,808 5,204,808 HARRIS COUNTY 1,843,000 7,372,420 372,769 2,003,260 7,584,929 9,588,189 HAVERTOWN 731,888 2,927,551 - 731,888 2,927,551 3,659,439 EXTON 731,888 2,927,551 - 731,888 2,927,551 3,659,439 GALLERY, PHILADELPHIA PA - - 258,931 - 258,931 258,931 TOTAL TOTAL COST, DATE OF ACCUMULATED NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION DEPRECIATION ENCUMBRANCES ACQUISITION(A) ---------- ------------ ------------ ------------ -------------- HAYDEN PLAZA NORTH 106,100 10,046,389 - 1998(A) ALHAMBRA, COSTCO 781,231 24,196,965 - 1998(A) MADISON PLAZA 908,100 28,458,819 - 1998(A) CHULA VISTA, COSTCO 997,695 32,266,770 - 1998(A) CORONA HILLS, COSTCO 2,042,596 64,801,549 - 1998(A) WEST FARM SHOPPING CENTER 851,253 28,307,197 14,177,743 1998(A) LA MIRADA THEATRE CENTER 1,362,588 42,719,918 - 1998(A) METRO SQUARE 632,775 19,890,464 - 1998(A) N.HAVEN, HOME DEPOT 1,168,058 37,353,690 - 1998(A) CENNTENIAL PLAZA 720,338 22,578,663 10,839,395 1998(A) PHOENIX, COSTCO 826,056 25,890,490 - 1998(A) PISCATAWAY TOWN CENTER 594,534 18,673,997 11,143,328 1998(A) SANTA ANA, HOME DEPOT 699,653 22,237,968 - 1998(A) WHITE MARSH, COSTCO 533,700 17,039,773 - 1998(A) WOODGROVE FESTIVAL 787,191 26,316,151 - 1998(A) CNETER AT BAYBROOK 1,051,078 33,619,838 - 1998(A) SHOP AT VISTA RIDGE 509,370 15,797,237 6,929,324 1998(A) VISTA RIDGE PLAZA 457,949 14,185,029 5,939,421 1998(A) MESQUITE TOWN CENTER 568,609 18,543,371 - 1998(A) BRIDEWATER NJ 270,501 49,575,829 - 1998(C) RENAISSANCE CENTER 1,338,166 44,428,347 - 1998(A) KING KULLEN PLAZA 935,188 28,294,021 - 1998(A) MARKET PLACE AT RIVERGATE 375,953 12,882,382 - 1998(A) SYCAMORE PLAZA 217,605 6,800,108 1,819,076 1998(A) PLAZA PASEO DEL-NORTE 712,184 22,762,698 7,798,956 1998(A) FRANKLIN TOWNE CENTER 756,225 23,771,723 12,712,720 1998(A) RIVERGATE, TN 443,236 14,872,652 - 1998(A) CENTER OF THE HILLS, TX 425,533 14,343,556 - 1998(A) VISTA RIDGE PHASE II 272,184 11,110,691 5,939,421 1998(A) JUAN TABO, ALBUQUERQUE 165,815 5,542,202 - 1998(A) CASA PALOMA SHOPPING CENTER - 15,043,808 1999(C) TROLLEY STATION 423,555 16,098,867 11,526,764 1998(A) RIVERWALK PLAZA 231,478 13,318,486 8,365,445 1999(A) ST. CHARLES-UNDERDEVELOPED LAND, - 577,791 - 1998(A) STATEN ISLAND 3,568,271 11,733,769 4,701,150 1989(A) GASTONIA 2,563,331 10,178,229 - 1989(A) MARGATE 1,997,736 14,058,116 - 1993(A) WALKER 2,300,966 17,736,263 - 1993(A) TAYLOR 919,641 6,397,425 - 1993(A) WATERBURY 1,433,605 9,907,441 5,387,996 1993(A) GREAT BARRINGTON 595,593 9,750,047 - 1994(A) KISSIMMEE 592,128 7,548,322 - 1996(A) WESTMONT 720,763 11,517,612 - 1994(A) RIDGEWOOD 326,034 2,259,334 - 1993(A) MELBOURNE 441,396 3,489,883 - 1994(A) NORTH BRUNSWICK 2,409,280 26,152,273 - 1994(A) SAND LAKE 1,854,600 14,426,156 - 1994(A) STUART 1,190,489 9,646,053 - 1994(A) ROCKINGHAM 1,874,284 21,404,536 - 1994(A) CORAL SPRINGS 525,056 6,156,848 - 1994(A) SPRINGFIELD 1,528,759 16,093,524 - 1994(A) CHARLESTON 844,624 10,196,437 - 1995(A) SAVANNAH 291,565 3,126,734 - 1995(A) WEST PALM BEACH 240,090 2,961,939 - 1995(A) SOUTH MIAMI 707,449 7,794,055 - 1995(A) AUGUSTA 616,165 6,833,726 - 1995(A) ALTAMONTE SPRINGS 316,264 3,538,203 - 1995(A) KENT - 2,261,530 - 1995(A) ORLANDO 259,690 4,503,831 - 1996(A) DURHAM 737,980 9,255,258 - 1996(A) PHOENIX - - - 1996(A) GARLAND 79,248 976,883 - 1996(A) MARLTON PIKE 369,106 3,949,428 - 1996(A) CAMDEN - 579,365 - 1996(A) CINNAMINSON 79,388 4,019,208 - 1996(A) FLORENCE 350,269 7,161,863 - 1997(A) PHOENIX 544,518 11,707,869 7,934,281 1997(A) MORRISVILLE - (117,753) - 1996(A) CENTER SQUARE 250,219 3,409,220 - 1996(A) PHILADELPHIA 250,219 3,409,220 - 1996(A) FEASTERVILLE 160,909 2,470,892 - 1996(A) WARRINGTON - 3,471,669 - 1996(A) WHITEHALL 444,067 4,760,741 - 1996(A) HARRIS COUNTY 475,972 9,112,217 - 1997(A) HAVERTOWN 250,219 3,409,220 - 1996(A) EXTON 250,219 3,409,220 - 1996(A) GALLERY, PHILADELPHIA PA 1,615 257,316 - 1996(A)
66
BUILDING AND SUBSEQUENT BUILDINGS AND PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND IMPROVEMENTS TOTAL ---------- ---- ----------- -------------- ---- ------------ ----- EASTWICK 889,001 2,762,888 2,386,166 889,001 5,149,054 6,038,055 UPPER DARBY 231,821 927,286 3,049,951 285,828 3,923,230 4,209,058 TAMPA 2,820,000 11,283,189 772,311 2,820,000 12,055,500 14,875,500 OCALA 1,980,000 7,927,484 554,250 1,980,000 8,481,734 10,461,734 BATON ROUGE 3,125,527 12,503,083 576,372 3,125,527 13,079,455 16,204,982 WHITE LAKE 2,300,050 9,249,607 1,085,937 2,300,050 10,335,544 12,635,594 THE SHOPS AT WEST MELBOURNE 2,200,000 8,829,541 - 2,200,000 8,829,541 11,029,541 LAFAYETTE 2,115,000 8,508,218 8,173,594 3,678,274 15,118,538 18,796,812 LAFAYETTE 812,810 3,252,269 953,535 812,810 4,205,804 5,018,614 MANASSAS 1,788,750 7,162,661 25,357 1,788,750 7,188,018 8,976,768 CORAL SPRINGS 1,649,000 6,626,301 48,864 1,649,000 6,675,165 8,324,165 STATEN ISLAND 2,940,000 11,811,964 50,328 2,940,000 11,862,292 14,802,292 GREENVILLE 2,209,812 8,850,864 20,631 2,209,812 8,871,495 11,081,307 MT. DORA 1,011,000 4,062,890 - 1,011,000 4,062,890 5,073,890 SOUTH PLAINES PLAZA, TX 1,890,000 7,577,145 83,854 1,890,000 7,661,000 9,551,000 KIMCO MESA 679, INC. AZ 2,915,000 11,686,291 362,341 2,915,000 12,048,632 14,963,632 DENVER WEST 38TH STREET 161,167 646,983 - 161,167 646,983 808,150 VILLAGE ON THE PARK 2,194,463 8,885,987 (40,326) 2,194,463 8,845,661 11,040,124 ENGLEWOOD PHAR MOR 805,837 3,232,650 - 805,837 3,232,650 4,038,487 HERITAGE WEST 1,526,576 6,124,074 79,252 1,526,576 6,203,326 7,729,902 AURORA QUINCY 1,148,317 4,608,249 107,971 1,148,317 4,716,220 5,864,537 SPRING CREEK COLORADO 1,423,260 5,718,813 11,939 1,423,260 5,730,752 7,154,012 AURORA EAST BANK 1,500,568 6,180,103 64,006 1,500,568 6,244,109 7,744,677 MARSHALL PLAZA, CRANSTON RI 1,886,600 7,575,302 100,885 1,886,600 7,676,187 9,562,787 N. CHARLESTON 2,965,748 11,895,294 28,105 2,965,748 11,923,399 14,889,147 ORLAND PARK, IL - - - - - - SCHAUMBURG, IL - - - - - - DOWNERS GROVE, IL - - - - - - KIMCO CARY 696, INC. 2,180,000 8,756,865 - 2,180,000 8,756,865 10,936,865 KIMCO LAFAYETTE MARKET PLACE 4,184,000 16,752,165 - 4,184,000 16,752,165 20,936,165 BAYSHORE GARDENS, BRADENTON FL 2,901,000 11,738,955 155,817 2,901,000 11,894,772 14,795,772 SANTEE TOWN CENTER 2,252,812 9,012,256 119,132 2,252,812 9,131,388 11,384,200 NORTH POINT SHOPPING CENTER 1,935,380 7,800,746 83,052 1,935,380 7,883,798 9,819,178 CEDAR HILL CROSSING 4,091,048 - 6,332,880 4,091,048 6,332,880 10,423,928 MALLWOODS CENTER 4,279,811 - 366,613 4,279,811 366,613 4,646,423 VILLAGE COMMON SHOPPING CENTER 2,192,331 8,774,158 52,326 2,192,331 8,826,484 11,018,815 FORUM AT OLYMPIA PARKWAY 9,336,073 - 9,054,329 9,336,073 9,054,329 18,390,402 SHARPSTOWN COURT 1,560,010 6,245,807 - 1,560,010 6,245,807 7,805,817 SOUTHDALE SHOPPING CENTER 1,720,330 6,916,294 - 1,720,330 6,916,294 8,636,624 DOWNERS PARK PLAZA 2,510,455 10,164,494 - 2,510,455 10,164,494 12,674,949 PADUCAH MALL, KY - 1,047,281 (123,196) - 924,085 924,085 PLAZA AT ROCKFORD, IL - 83,158 - - 83,158 83,158 KRC ST. CHARLES - 550,204 - - 550,204 550,204 SPRINGFIELD, MACARTHUR - 131,091 - - 131,091 131,091 RICHMOND 670,500 2,751,375 - 670,500 2,751,375 3,421,875 YONKERS 871,977 3,487,909 - 871,977 3,487,909 4,359,886 ALTON, BELTLINE HWY 329,532 1,987,981 49,337 329,532 2,037,318 2,366,850 KIRKWOOD - 9,704,005 65,309 - 9,769,314 9,769,314 ST. LOUIS, CHRISTY BLVD. 809,087 4,430,514 767,692 809,087 5,198,206 6,007,293 OVERLAND PARK, MELCALF 1,183,911 6,335,308 132,624 1,185,906 6,465,937 7,651,843 INDEPENDENCE, NOLAND DR. 1,728,367 8,951,101 18,246 1,731,300 8,966,414 10,697,714 KANSAS CITY, STATE AVE. 1,692,301 8,763,689 2,872 1,695,173 8,763,689 10,458,862 BELLEVILLE, WESTFIELD PLAZA - 5,372,253 - - 5,372,253 5,372,253 ORLAND PARK, S. HARLEM 476,972 2,764,775 525,253 476,972 3,290,028 3,767,000 TULSA 500,950 2,002,508 - 500,950 2,002,508 2,503,458 WATERLOO 500,525 2,002,101 - 500,525 2,002,101 2,502,626 CLIVE 500,525 2,002,101 - 500,525 2,002,101 2,502,626 DES MOINES 500,525 2,559,019 15,675 500,525 2,574,694 3,075,219 PLANO 500,414 2,830,835 - 500,414 2,830,835 3,331,249 WEST OAKS 500,422 2,001,687 - 500,422 2,001,687 2,502,109 ARLINGTON 500,414 2,001,656 - 500,414 2,001,656 2,502,070 DUNCANVILLE 500,414 2,001,656 - 500,414 2,001,656 2,502,070 GARLAND 500,414 2,001,656 - 500,414 2,001,656 2,502,070 HOUSTON 500,422 2,001,687 - 500,422 2,001,687 2,502,109 GENEVA 500,422 12,917,712 - 500,422 12,917,712 13,418,134 BAYTOWN 500,422 2,431,651 - 500,422 2,431,651 2,932,073 FT. WORTH 500,414 2,426,533 - 500,414 2,426,533 2,926,947 BRADLEY 500,422 2,001,687 - 500,422 2,001,687 2,502,109 O'FALLON - - - - - - N. RICHLAND HILLS 1,000,000 - 65,837 1,065,837 - 1,065,837 CORSICANA 989,061 3,990,595 - 989,061 3,990,595 4,979,656 OVERLAND - 4,928,677 120,104 - 5,048,781 5,048,781 CREVE COEUR, WOODCREST/OLIVE 1,044,598 5,475,623 588,262 1,046,371 6,062,112 7,108,483 ST. LOUIS - 5,756,736 170,490 - 5,927,226 5,927,226 PEORIA - 5,081,290 1,244,587 - 6,325,877 6,325,877 KANSAS CITY 574,777 2,971,191 221,335 574,777 3,192,526 3,767,303 ST. LOUIS - 2,766,644 - - 2,766,644 2,766,644 TOTAL TOTAL COST, DATE OF ACCUMULATED NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION DEPRECIATION ENCUMBRANCES ACQUISITION(A) ---------- ------------ ------------ ------------ -------------- EASTWICK - 6,038,055 4,984,330 1997(A) UPPER DARBY - 4,209,058 3,916,259 1996(A) TAMPA 823,382 14,052,118 - 1997(A) OCALA 536,105 9,925,629 - 1997(A) BATON ROUGE 813,014 15,391,968 - 1997(A) WHITE LAKE 843,603 11,791,991 - 1996(A) THE SHOPS AT WEST MELBOURNE 414,480 10,615,061 - 1998(A) LAFAYETTE 577,263 18,219,549 - 1997(A) LAFAYETTE 265,328 4,753,287 - 1997(A) MANASSAS 390,788 8,585,980 - 1997(A) CORAL SPRINGS 353,910 7,970,254 - 1997(A) STATEN ISLAND 606,580 14,195,712 5,096,736 1997(A) GREENVILLE 439,469 10,641,838 - 1997(A) MT. DORA 217,035 4,856,855 - 1997(A) SOUTH PLAINES PLAZA, TX 339,670 9,211,329 6,249,878 1998(A) KIMCO MESA 679, INC. AZ 524,078 14,439,554 - 1998(A) DENVER WEST 38TH STREET 31,776 776,374 - 1998(A) VILLAGE ON THE PARK 434,844 10,605,280 - 1998(A) ENGLEWOOD PHAR MOR 158,779 3,879,708 1,344,462 1998(A) HERITAGE WEST 300,932 7,428,970 - 1998(A) AURORA QUINCY 226,343 5,638,194 2,710,036 1998(A) SPRING CREEK COLORADO 280,803 6,873,209 - 1998(A) AURORA EAST BANK 299,819 7,444,858 - 1998(A) MARSHALL PLAZA, CRANSTON RI 355,718 9,207,069 - 1998(A) N. CHARLESTON 458,016 14,431,131 - 1997(A) ORLAND PARK, IL - - - 1998(A) SCHAUMBURG, IL - - - 1998(A) DOWNERS GROVE, IL - - - 1998(A) KIMCO CARY 696, INC. 373,756 10,563,109 - 1998(A) KIMCO LAFAYETTE MARKET PLACE 642,329 20,293,836 - 1998(A) BAYSHORE GARDENS, BRADENTON FL 474,344 14,321,428 - 1998(A) SANTEE TOWN CENTER 231,058 11,153,143 - 1998(A) NORTH POINT SHOPPING CENTER 215,352 9,603,825 7,374,655 1998(A) CEDAR HILL CROSSING 38,177 10,385,751 - 1998(A) MALLWOODS CENTER - 4,646,423 1999(C) VILLAGE COMMONS SHOPPING CENTER 224,854 10,793,961 - 1998(A) FORUM AT OLYMPIA PARKWAY - 18,390,402 1999(C) SHARPSTOWN COURT 146,668 7,659,149 5,977,915 1999(A) SOUTHDALE SHOPPING CENTER 132,333 8,504,291 5,602,430 1999(A) DOWNERS PARK PLAZA 236,026 12,438,924 1999(A) PADUCAH MALL, KY 41,183 882,903 - 1998(A) PLAZA AT ROCKFORD, IL 2,843 80,315 - 1998(A) KRC ST. CHARLES 14,108 536,096 - 1998(A) SPRINGFIELD, MACARTHUR 4,430 126,661 - 1998(A) RICHMOND 140,296 3,281,579 - 1995(A) YONKERS 398,862 3,961,024 - 1998(A) ALTON, BELTLINE HWY 442,691 1,924,159 - 1998(A) KRIKWOOD 352,078 9,417,236 - 1998(A) ST. LOUIS, CHRISTY BLVD. 43,782 5,963,511 - 1998(A) OVERLAND PARK, MELCALF 182,582 7,469,260 - 1998(A) INDEPENDENCE, NOLAND DR. 323,042 10,374,672 - 1998(A) KANSAS CITY, STATE AVE. 316,286 10,142,576 - 1998(A) BELLEVILLE, WESTFIELD PLAZA 195,068 5,177,185 - 1998(A) ORLAND PARK, S. HARLEM 58,848 3,708,152 - 1998(A) TULSA 201,254 2,302,204 - 1996(A) WATERLOO 201,066 2,301,560 - 1996(A) CLIVE 201,066 2,301,560 - 1996(A) DES MOINES 231,488 2,843,731 - 1996(A) PLANO 230,331 3,100,918 - 1996(A) WEST OAKS 201,019 2,301,090 - 1996(A) ARLINGTON 201,019 2,301,051 - 1996(A) DUNCANVILLE 201,019 2,301,051 - 1996(A) GARLAND 201,019 2,301,051 - 1996(A) HOUSTON 201,019 2,301,090 - 1996(A) GENEVA 592,217 12,825,917 9,871,255 1996(A) BAYTOWN 217,164 2,714,909 - 1996(A) FT. WORTH 201,019 2,725,928 - 1996(A) BRADLEY 216,008 2,286,101 - 1996(A) O'FALLON - - - 1997(A) N. RICHLAND HILLS - 1,065,837 - 1997(A) CORSICANA 382,907 4,596,749 - 1997(A) OVERLAND 297,957 4,750,824 - 1997(A) CREVE COEUR, WOODCREST/OLIVE 196,927 6,911,557 - 1998(A) ST. LOUIS 348,422 5,578,805 - 1997(A) PEORIA 246,731 6,079,146 - 1997(A) KANSAS CITY 161,318 3,605,986 - 1997(A) ST. LOUIS 152,973 2,613,671 - 1997(A)
67
BUILDING AND SUBSEQUENT BUILDINGS AND PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND IMPROVEMENTS TOTAL ---------- ---- ----------- -------------- ---- ------------ ----- OAK LAWN 1,530,111 8,776,631 36,989 1,530,111 8,813,620 10,343,731 CALUMET CITY 1,479,217 8,815,760 21,730 1,479,217 8,837,490 10,316,707 OAKBROOK TERRACE 1,527,188 8,679,108 - 1,527,188 8,679,108 10,206,296 MATTERSON 950,515 6,292,319 21,585 950,515 6,313,904 7,264,419 MT. PROSPECT 1,017,345 6,572,176 303,747 1,017,345 6,875,923 7,893,268 ST. PETERS 1,182,194 7,423,459 24,725 1,182,194 7,448,184 8,630,378 CHICAGO, S. PULASKI RD. 1,611,612 8,252,282 24,437 1,614,319 8,274,012 9,888,331 KANSAS CITY 775,025 5,046,021 - 775,025 5,046,021 5,821,046 ROELAND PARK - 5,120,323 1,526,129 296,000 6,350,452 6,646,452 MAPLEWOOD 604,803 4,619,578 37,173 604,803 4,656,751 5,261,554 NORRIDGE - 2,918,315 - - 2,918,315 2,918,315 COUNTRYSIDE - 4,770,671 35,625 - 4,806,296 4,806,296 DUBUQUE - 2,152,476 - - 2,152,476 2,152,476 CARBONDALE - 500,000 - - 500,000 500,000 MERRILLVILLE - 1,965,694 74,450 - 2,040,144 2,040,144 CRYSTAL CITY, MI - 234,378 - - 234,378 234,378 GRIFFITH - 2,495,820 (19,188) - 2,476,632 2,476,632 DOWNER GROVE 811,778 4,322,956 1,481,723 811,778 5,804,679 6,616,457 CHICAGO - 3,716,745 15,625 - 3,732,370 3,732,370 SKOKIE - 2,276,360 46,025 - 2,322,385 2,322,385 SCHAUMBURG - 2,576,673 - - 2,576,673 2,576,673 CHICAGO - 2,687,046 48,916 - 2,735,962 2,735,962 MIDWEST CITY 1,435,506 7,370,459 2,424 1,437,930 7,370,459 8,808,389 DAVENPORT - - - - - - TULSA - - 131,399 - 131,399 131,399 ELGIN, AIRPORT RD. 2,728,647 12,624,998 - 2,728,647 12,624,998 15,353,645 FOREST PARK - 2,335,884 - - 2,335,884 2,335,884 NAPERVILLE 669,483 4,464,998 - 669,483 4,464,998 5,134,481 INDIANAPOLIS - - - - - - NILES - 2,217,231 134,809 - 2,352,040 2,352,040 ARLINGTON 3,160,203 2,285,377 - 3,160,203 2,285,377 5,445,580 JOLIET - - - - - - SPRINGFIELD,GLENSTONE AVE. - 608,793 122,944 - 731,737 731,737 CHAMPAIGN, NEIL ST. 230,519 1,285,460 49,327 230,519 1,334,787 1,565,306 SOUTH SHIELDS, OKLAHOMA - 457,015 - - 457,015 457,015 CAPE GIRARDEAU - 2,242,469 - - 2,242,469 2,242,469 MUNDELIEN, S. LAKE 1,127,720 5,826,129 1,914 1,129,634 5,826,129 6,955,763 BRIDGETON - 2,196,834 - - 2,196,834 2,196,834 EDMOND 477,036 3,591,493 - 477,036 3,591,493 4,068,529 HOUSTON 406,513 1,939,253 32,984 406,513 1,972,237 2,378,750 CORPUS CHRISTI, TX - 944,562 112,500 - 1,057,062 1,057,062 ST. JOSEPH, N. BELT HWY 203,596 1,129,889 189,267 203,596 1,319,156 1,522,752 FAIRVIEW HTS, BELLVILLE RD. - 11,866,880 - - 11,866,880 11,866,880 OKLAHOMA CITY - - - - - - SOUTH BEND, S. HIGH ST. 183,463 1,070,401 196,858 183,463 1,267,259 1,450,722 SHAWNEE, KANSAS - 405,770 - - 405,770 405,770 ELSTON 1,010,375 5,692,211 - 1,010,375 5,692,211 6,702,586 WAUKEGAN, BELVIDERE 203,427 1,161,847 37,012 203,772 1,198,514 1,402,286 S. CICERO - 1,541,560 149,203 - 1,690,763 1,690,763 AURORA, N. LAKE 2,059,908 9,531,721 - 2,059,908 9,531,721 11,591,629 CRYSTAL LAKE, NW HWY 179,964 1,025,811 19,645 180,269 1,045,151 1,225,420 KRC PETERSON AVE 2,215,960 10,253,981 - 2,215,960 10,253,981 12,469,941 KRC BRIDGEVIEW - - 359,272 - 359,272 359,272 KRC MISHAWAKA 895 378,088 1,999,079 642 378,730 1,999,079 2,377,809 KRC ARLINGTON HEIGHT 1,983,517 9,178,272 - 1,983,517 9,178,272 11,161,789 KRC STREAMWOOD 181,962 1,057,740 181,885 181,962 1,239,625 1,421,587 ADDISON, IL 2,837,548 13,128,480 - 2,837,548 13,128,480 15,966,028 KIMCO ST. CHARLES - - 583,470 583,470 - 583,470 KIMCO SELECT 5,602,953 34,478,323 4,572,770 7,212,892 37,441,154 44,654,046 BALANCE OF PORTFOLIO 2,715,721 4,171,509 19,275,543 3,132,004 23,030,769 26,162,774 ------------------------------------------------------------------------------------------------- $481,419,320 $2,033,658,806 $435,972,178 $491,761,677 $2,459,288,627 $2,951,050,304 ================================================================================================= TOTAL TOTAL COST, DATE OF ACCUMULATED NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION DEPRECIATION ENCUMBRANCES ACQUISITION(A) ---------- ------------ ------------ ------------ -------------- OAK LAWN 426,934 9,916,797 - 1997(A) CALUMET CITY 415,533 9,901,174 - 1997(A) OAKBROOK TERRACE 427,362 9,778,934 - 1997(A) MATTERSON 282,961 6,981,458 - 1997(A) MT. PROSPECT 299,561 7,593,707 - 1997(A) ST. PETERS 376,565 8,253,813 - 1997(A) CHICAGO, S. PULASKI RD. 294,044 9,594,287 - 1998(A) KANSAS CITY 253,502 5,567,544 - 1997(A) ROELAND PARK 310,364 6,336,088 - 1997(A) MAPLEWOOD 221,918 5,039,637 - 1997(A) NORRIDGE 162,366 2,755,949 - 1997(A) COUNTRYSIDE 231,763 4,574,533 - 1997(A) DUBUQUE 117,722 2,034,754 - 1997(A) CARBONDALE 12,820 487,180 - 1997(A) MERRILLVILLE 118,775 1,921,369 - 1997(A) CRYSTAL CITY, MI 7,392 226,986 - 1997(A) GRIFFITH 127,990 2,348,642 - 1997(A) DOWNER GROVE 206,885 6,409,572 - 1997(A) CHICAGO 189,590 3,542,780 - 1997(A) SKOKIE 77,053 2,245,333 - 1997(A) SCHAUMBURG 142,855 2,433,818 - 1997(A) CHICAGO 145,502 2,590,461 - 1997(A) MIDWEST CITY 281,444 8,526,945 - 1998(A) DAVENPORT - - - 1997(A) TULSA 4,584 126,815 - 1997(A) ELGIN, AIRPORT RD. 457,062 14,896,583 - 1998(A) FOREST PARK 134,298 2,201,586 - 1997(A) NAPERVILLE 198,143 4,936,338 - 1997(A) INDIANAPOLIS (1) 1 - 1997(A) NILES 136,112 2,215,928 - 1997(A) ARLINGTON 125,651 5,319,929 - 1997(A) JOLIET - - - 1997(A) SPRINGFIELD,GLENSTONE AVE. 22,412 709,325 - 1998(A) CHAMPAIGN, NEIL ST. 26,735 1,538,571 - 1998(A) SOUTH SHIELDS, OKLAHOMA 15,329 441,686 - 1997(A) CAPE GIRARDEAU 117,102 2,125,367 - 1997(A) MUNDELIEN, S. LAKE 210,412 6,745,351 - 1998(A) BRIDGETON 128,036 2,068,798 - 1997(A) EDMOND 173,788 3,894,741 - 1997(A) HOUSTON 108,854 2,269,896 - 1997(A) CORPUS CHRISTI, TX 36,994 1,020,068 - 1997(A) ST. JOSEPH, N. BELT HWY 11,017 1,511,735 - 1998(A) FAIRVIEW HTS, BELLVILLE RD. 430,704 11,436,176 - 1998(A) OKLAHOMA CITY (1) 1 - 1997(A) SOUTH BEND, S. HIGH ST. 22,478 1,428,244 - 1998(A) SHAWNEE, KANSAS 13,350 392,420 - 1997(A) ELSTON 206,444 6,496,142 - 1997(A) WAUKEGAN, BELVIDERE 23,813 1,378,474 - 1998(A) S. CICERO 96,056 1,594,707 - 1997(A) AURORA, N. LAKE 345,057 11,246,572 - 1998(A) CRYSTAL LAKE, NW HWY 36,041 1,189,379 - 1998(A) KRC PETERSON AVE 371,209 12,098,732 - 1998(A) KRC BRIDGEVIEW - 359,272 - 1998(A) KRC MISHAWAKA 895 71,718 2,306,091 - 1998(A) KRC ARLINGTON HEIGHT 332,259 10,829,530 - 1998(A) KRC STREAMWOOD 23,035 1,398,551 - 1998(A) ADDISON, IL 475,293 15,490,735 - 1998(A) KIMCO ST. CHARLES - 583,470 1999(A) KIMCO SELECT 2,339,103 42,314,943 14,015,943 VARIOUS BALANCE OF PORTFOLIO 12,560,088 13,602,685 - VARIOUS ------------------------------------------------------ $323,737,853 $2,627,312,451 $212,321,000 ======================================================
Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of income is calculated over the estimated useful lives of the assets as follows: Buildings.............15 to 39 years Improvements..........Terms of leases or useful lives, whichever is shorter The aggregate cost for Federal income tax purposes was approximately $2,850 million at December 31, 1999. The changes in total real estate assets for the years ended December 31, 1999, 1998 and 1997 are as follows: 68
1999 1998 1997 --------------------------------------------------- Balance, beginning of period................... $3,023,901,985 $1,404,196,159 $1,072,055,986 Acquisitions........................... 306,425,242 1,573,163,394 276,119,791 Improvements......................... 81,041,623 58,298,913 61,144,440 Transfers to unconsolidated joint ventures....................... (450,227,174) - - Sales................................... (10,091,372) (11,756,481) (5,124,058) --------------------------------------------------- Balance, end of period................... $2,951,050,304 $3,023,901,985 $1,404,196,159 =================================================== The changes in accumulated depreciation for the years ended December 31, 1999, 1998 and 1997 are as follows: 1999 1998 1997 --------------------------------------------------- Balance, beginning of period........................ $255,949,923 $207,408,091 $180,552,647 Charged to accumulated depreciation............... 13,194,587 - - Depreciation for year...................... 65,164,326 48,934,560 28,371,587 Transfers to unconsolidated joint ventures....................... (9,678,518) - - Sales.............................. (892,465) (392,728) (1,516,143) --------------------------------------------------- Balance, end of period...................... $323,737,853 $255,949,923 $207,408,091 ===================================================
69 Kimco Realty Corporation and Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends For the Year Ended December 31, 1999 Income before extraordinary items $176,777,537 Add: Interest on indebtedness 81,667,211 Amortization of debt related expenses 2,512,274 Portion of rents representative of the interest factor 6,360,643 ------------ 267,317,665 Adjustment for equity share in partnerships (9,021,568) ------------ Income before extraordinary items, as adjusted $258,296,097 ============ Combined fixed charges and preferred stock dividends- Interest on indebtedness 86,073,607 Preferred stock dividends 26,478,323 Amortization of debt related expenses 2,351,649 Portion of rents representative of the interest factor 6,360,643 ------------ Combined fixed charges and preferred stock dividends $121,264,222 ============ Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 2.1 ============ 70 Kimco Realty Corporation and Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends For the Year Ended December 31, 1999 Funds from Operations, Available to Common Stockholders $221,402,575 Add: Interest on indebtedness 81,667,211 Preferred stock dividends 26,478,323 Portion of rents representative of the interest factor 6,360,643 ------------- 335,908,752 Adjustment for equity share in partnerships (14,260,933) ------------- Funds from operations, as adjusted $321,647,819 ============= Combined fixed charges and preferred stock dividends- Interest on indebtedness $ 86,073,607 Preferred stock dividends 26,478,323 Portion of rents representative of the interest factor 6,360,643 ------------ Combined fixed charges and preferred stock dividends $118,912,573 ============= Ratio of Funds from Operations to Combined Fixed Charges and Preferred Stock Dividends 2.7 ============= 71 44 PLAZA, INC. AUK REALTY CORPORATION BRENDA PROPERTIES CARROLWOOD COMMONS OUTPARCEL CORP. EAST END OPERATING CORP. FOX HILL II, INC. FOX HILL POUGHKEEPSIE, INC. GC ACQUISITION CORP. HARVEST OF NASHVILLE, INC. HARVEST PROPERTIES, INC. KCH ACQUISITION, INC. KCHGC, INC. KIMSQUARE CHIPPEWA 460, INC. KIMSQUARE GLEN BURNIE 474, INC. KIMSQUARE HOMEWOOD 461, INC. KIMCOAST OF WARREN, INC. KIMCADE, INC. KIMCAL CORPORATION KIMCO 118 O/P, INC. KIMCO 120 O/P, INC. KIMCO 413B, INC. KIMCO 420, INC. KIMCO 632, INC. KIMCO ACADIANA 670, INC. KIMCO ALTAMONTE SPRINGS 636, INC. KIMCO ANAHEIM, INC. KIMCO AUGUSTA 635, INC. KIMCO AUSTIN 589, INC. KIMCO AUTOVENTURE, INC. KIMCO BATON ROUGE 666, INC. KIMCO BLACKWOOD 644, INC. KIMCO BT CORP. KIMCO BUCKS 651, INC. KIMCO BRADENTON 698, INC. KIMCO BUCKS 651, INC. KIMCO BUSTLETON 612, INC. KIMCO CARY 696, INC. KIMCO CASA PALOMA 592, INC. KIMCO CAMBRIDGE 242, INC. KIMCO CANTON 182, INC. KIMCO CARROLLWOOD 664, INC. KIMCO CEDAR HILL CROSSING 712, INC. KIMCO CENTEREACH 605, INC. KIMCO CHARLESTON 631, INC. KIMCO CHARLOTTE 192, INC. KIMCO CINNAMINSON 645, INC. KIMCO CLAWSON 143, INC. KIMCO COLUMBUS, INC. KIMCO CONCOURSE, INC. KIMCO CORAL SPRINGS 623, INC. KIMCO COTTMAN 294, INC. KIMCO CRANSTON 691, INC. 72 KIMCO CROSS CREEK 607, INC. KIMCO DECATUR 797, INC. KIMCO DENVER 680, INC. KIMCO DEV. OF MCINTOSH SARASOTA KIMCO DEV. OF MENTOR, INC. KIMCO DEV. OF MUSKEGON, INC. KIMCO DEV. OF NEW KENSINGTON, INC. KIMCO DEV. OF SEMINOLE SANFORD, INC. KIMCO DEV. OF TROY, INC. KIMCO DEV. OF TYVOLA, INC. KIMCO DEV. OF WATERLOO AKRON, INC. KIMCO DOVER 501, INC. KIMCO DOWNERS PARK 764, INC. KIMCO DURHAM 639, INC. KIMCO EAGLEDALE, INC. KIMCO EAST BANK 689, INC. KIMCO ELEVEN MTG. CORP. KIMCO ENFIELD 611, INC. KIMCO ENGELWOOD 683, INC. KIMCO FARMINGTON 146, INC. KIMCO FT. PIERCE 147, INC. KIMCO FLORENCE 646, INC. KIMCO FORUM 717, INC. KIMCO GALLERY 660, INC. KIMCO GARLAND 642, INC. KIMCO GATES 149, INC. KIMCO GENEVA 822, INC. KIMCO GREAT BARRINGTON 609, INC. KIMCO GREEN ORCHARD 606, INC. KIMCO GREENRIDGE 674, INC. KIMCO GREENVILLE 676, INC. KIMCO HAYDEN PLAZA 604, INC. KIMCO HAZELWOOD, INC. KIMCO HOUMA 274, LLC KIMCO JOPLIN 707, INC. KIMCO JUAN TABO PLAZA 591, INC. KIMCO KENT 637, INC. KIMCO KISSIMMEE 613, INC. KIMCO KML, INC. KIMCO LAFAYETTE 671, INC. KIMCO LAFAYETTE MARKET PLACE 697, INC. KIMCO LAKEWOOD 684, INC. KIMCO LANDMARK STATION 275, INC. KIMCO LARGO 136, INC. KIMCO LARGO 139, INC. KIMCO LAUREL, INC. KIMCO LAUREL 173, INC. KIMCO LEWISVILLE 568, INC. KIMCO LEXINGTON 140, INC. KIMCO LIVONIA, INC. KIMCO LUBBOCK 678, INC. KIMCO MANASSAS 672, INC. 73 KIMCO MELBOURNE 616, INC. KIMCO MANAGEMENT OF NEW JERSEY KIMCO MANAGEMENT OF MARYLAND, INC. KIMCO MAPLEWOOD 673, INC. KIMCO MESA 679, INC. KIMCO MIAMISBURG 714, INC. KIMCO MORRISVILLE 648, INC. KIMCO MOUNTAINSIDE PHOENIX 647, INC. KIMCO MT. DORA 677, INC. KIMCO NORTH BRUNSWICK 617, INC. KIMCO NORTH RIVERS 692, INC. KIMCO NORTHWEST SQUARE 597, INC. KIMCO OCALA 665, INC. KIMCO OPPORTUNITY, INC. KIMCO ORLANDO 638, INC. KIMCO PALMER PARK 654, INC. KIMCO PEPPERTREE 604, INC. KIMCO PEPPERTREE, INC. KIMCO PHILMED, INC. KIMCO PLANO 768, INC. KIMCO PORT WASHINGTON 675, INC. KIMCO PROPERTIES, INC. KIMCO PROPS. NASHVILLE, INC. KIMCO PURCHASING AGENCY CORPORATION KIMCO QUINCEY PLACE 685, INC. KIMCO RALEIGH 177, INC. KIMCO RALPH'S CORNER 659, INC. KIMCO REGENCY PLAZA 207, INC. KIMCO RICHMOND 800, INC. KIMCO RIDGEWOOD 615, INC. KIMCO RIVERGATE 588, INC. KIMCO RIVERWALK 595, INC. KIMCO ROCKINGHAM 620, INC. KIMCO SACRAMENTO 788, INC. KIMCO SAND LAKE 618, INC. KIMCO SANTEE 705, INC. KIMCO SARASOTA 378, INC. KIMCO SAVANNAH 185, INC. KIMCO SELECT TREXLER 663, INC. KIMCO SHARONVILLE 276, INC. KIMCO SHARPSTOWN 719, INC. KIMCO SOUTH MIAMI 634, INC. KIMCO SOUTH PARKER 682, INC. KIMCO SOUTHDALE 757, INC. KIMCO SOUTHINGTON 610, INC. KIMCO SPRING CREEK 686, INC. KIMCO ST. CHARLES, INC. KIMCO STOCKTON 324, INC. KIMCO TALLAHASSEE 715, INC. KIMCO TITLE CORPORATION KIMCO TOWSON 621, INC. 74 KIMCO TROLLEY STATION 594, INC. KIMCO WARRINGTON 652, INC. KIMCO WATERBURY 608, INC. KIMCO WEST MELBOURNE 668, INC. KIMCO WEST PALM BEACH 633, INC. KIMCO WESTERVILLE 178, INC. KIMCO WESTMONT 614, INC. KIMCO WHITE LAKE 667, INC. KIMCO WM148, INC. KIMCO WOODFOREST 655, INC. KIMCO YONKERS 801, INC. KIMCO DEV. OF WOOSTER, INC. KIMCO DEV. OF 31 SOUTH, INC. KIMCO DEV. OF AIKEN, INC. KIMCO DEV. OF GASTONIA, INC. KIMCO DEV. OF GIANTS, INC. KIMCO DEV. OF GREENWOOD OP. INC. KIMCO DEV. OF HAMPTON BAYS, INC. KIMCO DEV. OF KETTERING, INC. KIMCO OF CHERRY HILL, INC. KIMCO OF GEORGIA, INC. KIMCO OF HERMITAGE, INC. KIMCO OF HICKORY HOLLOW, INC. KIMCO OF HUNTINGTON, INC. KIMCO OF ILLINOIS, INC. KIMCO OF LAKEWORTH, INC. KIMCO OF MILLERODE, INC. KIMCO OF NANUET, INC. KIMCO OF NEW ENGLAND, INC. KIMCO OF NEW YORK, INC. KIMCO OF NORTH CAROLINA, INC. KIMCO OF NORTH MIAMI, INC. KIMCO OF OAKVIEW, INC. KIMCO OF OHIO, INC. KIMCO OF PENNSYLVANIA, INC. KIMCO OF RACINE, INC. KIMCO OF SPRINGBORO PIKE, INC. KIMCO OF SPRINGFIELD, INC. KIMCO OF SPRINGFIELD 625, INC. KIMCO OF STUART 619, INC. KIMCO OF SYOSSET, INC. KIMCO OF TAMPA, INC. KIMCO OF TENNESEE, INC. KIMCO OF UTAH, INC. KRC ACQUISITION CORP. KRC ALTON 802, INC. KRC AMARILLO 879, INC. KRC ARLINGTON 866, INC. KRC ARLINGTON HEIGHTS 896, INC. KRC AURORA 890, INC. KRC BELLEVILLE 808, INC. 75 KRC BRIDGEVIEW 894, INC. KRC BRIDGETON 875, INC. KRC CARBONDALE 848, INC. KRC CHAMPAIGN 870, INC. KRC CHRISTY 804, INC. KRC CRESTHILL 868, INC. KRC CRYSTAL CITY 850, INC. KRC CRYSTAL LAKE 891, INC. KRC CORPUS CHRISTI 878, INC. KRC CREVE COEUR 830, INC. KRC CRESTWOOD 887, INC. KRC DUBUQUE 847, INC. KRC ELGIN 860, INC. KRC FAIRVIEW HEIGHTS 881, INC. KRC FOREST PARK 862, INC. KRC INDEPENDENCE 806, INC. KRC IRVING 867, INC. KRC JOPLIN 889, INC. KRC KIRKWOOD 803, INC. KRC LEMAY 834, INC. KRC MACARTHUR BLVD. 799, INC. KRC MERRILLVILLE 849, INC. KRC MIDWEST CITY 857, INC. KRC MISHAWAKA 895, INC. KRC MUNDELIEN 874, INC. KRC NILES 865, INC. KRC NORTH KOSTNER 853, INC. KRC NORTH ROCKWELL 882, INC. KRC NORRIDGE 845, INC. KRC O'FALLON DC 861, INC. KRC ORLAND PARK 809, INC. KRC OVERLAND PARK 805, INC. KRC PADUCAH 795, INC. KRC PETERSON AVE 893, INC. KRC PULASKI 841, INC. KRC ROCKFORD 796, INC. KRC ST. CHARLES 798, INC. KRC ST. JOSEPH 880, INC. KRC STATE AVENUE 807, INC. KRC SCHAUMBERG 855, INC. KRC SHAWNEE 884, INC. KRC SOUTHBEND 883, INC. KRC SOUTH SHIELDS 871, INC. KRC SPRINGFIELD 869, INC. KRC STREAMWOOD 897, INC. KRC TULSA 859, INC. KRC WAKEGAN 886, INC. KRCV CORP. KSI CONVENIENCE, LLC KSI MORTGAGE INVESTMENT, LLC 76 KIMSWORTH INC. KIMSWORTH OF ALABAMA, INC. KIMSWORTH OF ARIZONA, INC. KIMSWORTH OF ARKANSAS, INC. KIMSWORTH OF COLORADO, INC. KIMSWORTH OF FLORIDA, INC. KIMSWORTH OF GEORGIA, INC. KIMSWORTH OF ILLINOIS, INC. KIMSWORTH OF INDIANA, INC. KIMSWORTH OF IOWA, INC. KIMSWORTH OF KANSAS, INC. KIMSWORTH OF LOUISIANA, INC. KIMSWORTH OF MARYLAND, INC. KIMSWORTH OF MICHIGAN, INC. KIMSWORTH OF MINNESOTA, INC. KIMSWORTH OF MISSISSIPPI, INC. KIMSWORTH OF MISSOURI, INC. KIMSWORTH OF MONTANA, INC. KIMSWORTH OF NEBRASKA, INC. KIMSWORTH OF NEW JERSEY, INC. KIMSWORTH OF NEW MEXICO, INC. KIMSWORTH OF OHIO, INC. KIMSWORTH OF PENNSYLVANIA, INC. KIMSWORTH OF SOUTH CAROLINA, INC. KIMSWORTH OF TEXAS, INC. KIMSWORTH OF VIRGINIA, INC. KIMVEN CORPORATION KIMZADD, INC. KIMZAY BENTON HARBOR, INC. KIMZAY BLOOMINGTON, INC. KIMZAY CORPORATION KIMZAY GEORGIA, INC. KIMZAY GREENWOOD, INC. KIMZAY MISSOURI, INC. KIMZAY OF CHARLOTTE, INC. KIMZAY OF FLORIDA, INC. KIMZAY OF ILLINOIS, INC. KIMZAY WINSTON-SALEM, INC. KIMZFERN, INC. KIMZGATE, INC. KIMZLAR, INC. KIMZWOOD, INC. KIR AMARILLO 879, INC. KIR ARBORETUM CROSSING 564, INC. KIR BELLINGHAM 542, INC. KIR CITYPLACE MARKET 565, INC. KIR COPIAGUE 545, INC. KIR EAST WICHITA 814, INC. KIR FAIRFAX 547, INC. KIR GLENDALE 549, INC. KIR GARLAND 566, INC. 77 KIR GREENSBORO 550, INC. KIR JOPLIN 889, INC. KIR MANCHESTER 872, INC. KIR MINNETONKA 552, INC. KIR OAK PARK COMMONS 596, INC. KIR OXNARD 556, INC. KIR RICHARDSON 572, INC. KIR SMOKETOWN STATION 562, INC. KIR WEST WICHITA 815, INC. KIR WESTGATE MARKET 561, INC. MANHASSET VENTURE, LLC MANMORT, INC. MANETTO HILLS ASSOCIATES, INC. MASSAPEQUA KSI VENTURE, LLC MC KIM CORP. MC MORT CORP. MILMAR REALTY CORPORATION NORBER CORP. PASSIVE INVESTORS, INC. PERMELYNN CORPORATION PERMELYNN OF BRIDGEHAMPTON, INC. PERMELYNN OF GEORGIA, INC. PERMELYNN OF WESTCHESTER, INC. REDEL CONSTRUCTION CORP. RICH HILL, INC. SANNDREL INC. SANNDREL OF HARRISBURG, INC. SANNDREL OF PENNSYLVANIA, INC. SANNDREL OF VIRGINIA, INC. ST. ANDREWS SHOPPING CENTER CORP. OF CHARLESTON THE PRICE REIT, INC. THE KIMCO CORPORATION WOODSO CORP. 78 EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements of Kimco Realty Corporation and Subsidiaries on Forms S-3 (File No. 333-61303 and 33-60050) and Forms S-8 (File Nos. 333-61323 and 33-80729), of our report dated February 28, 2000, on our audits of the consolidated financial statements and financial statement schedules of Kimco Realty Corporation and Subsidiaries, as of December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999, which report is included in this Annual Report on Form 10-K. New York, New York March 28, 2000 EX-27 3 FDS --
5 Financial Data Schedule information has been extracted from the Registrant's Consolidated Balance Sheet (non-classified) as of December 31, 1999 and the Consolidated Statement of Income for the year then ended. 1000 12-MOS DEC-31-1999 DEC-31-1999 28,076 31,884 35,439 3,750 0 0 2,951,050 323,738 3,007,476 0 1,249,571 0 1,329 608 1,603,498 3,007,476 433,880 433,880 111,814 111,814 0 0 83,646 176,778 0 176,778 0 0 0 176,778 2.49 2.46
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