-----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, WZfNFuMqzwhRqcMuVBIe0i49Eb9k7Oe6BHOhTdTF1WBqdJS5PtGTjbyeb7BcjWbr 25GxVN74FtHbZFL/uS16kg== 0001125282-02-003156.txt : 20021030 0001125282-02-003156.hdr.sgml : 20021030 20021030171116 ACCESSION NUMBER: 0001125282-02-003156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021029 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KIMCO REALTY CORP CENTRAL INDEX KEY: 0000879101 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132744380 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10899 FILM NUMBER: 02803536 BUSINESS ADDRESS: STREET 1: 3333 NEW HYDE PARK RD STREET 2: PO BOX 5020 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 BUSINESS PHONE: 5168699000 MAIL ADDRESS: STREET 1: 3333 NEW HYDE PARK ROAD STREET 2: PO BOX 5020 CITY: NEW HYDE PARKQ STATE: NY ZIP: 11042 8-K 1 b321026_8k.txt CURRENT REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ===================== FORM 8-K ===================== CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 October 29, 2002 ---------------------------- Date of report (Date of earliest event reported) KIMCO REALTY CORPORATION (exact name of registrant as specified in its charter) MARYLAND 1-10899 13-2744380 -------------------- ---------------------- -------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification incorporation or organization) Number)
3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (516) 869-9000 ----------------------------------------------------------------- (Registrant's telephone number, including area code) N/A ----------------------------------------------------------------- (Former name or former address, if changed since last report.) ================================================================================ ITEM 5. OTHER EVENTS. On October 28, 2002, Kimco Realty Corporation (the "Company") announced its third quarter operating results. A copy of the Company's press release has been filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated October 28, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KIMCO REALTY CORPORATION By: /s/ Michael V. Pappagallo --------------------------------- Name: Michael V. Pappagallo Title: Vice President and Chief Financial Officer Date: October 29, 2002 EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION 99.1 Press Release dated October 28, 2002. EX-99.1 3 b321026ex99_1.txt PRESS RELEASE [LETTERHEAD OF KIMCO REALTY CORPORATION] FOR IMMEDIATE RELEASE October 28, 2002 KIMCO REPORTS THIRD QUARTER OPERATING RESULTS AND ANNOUNCES INCREASE IN COMMON STOCK DIVIDEND NEW HYDE PARK, NY October 28, 2002-- Kimco Realty Corporation (NYSE: KIM), the nation's largest owner and operator of neighborhood and community shopping centers, today announced that third quarter net income for the period ended September 30, 2002, increased 2.5 percent to $60.8 million from $59.3 million for the same period last year. Third quarter net income per diluted common share (EPS) was $0.53 versus $0.54 per diluted common share a year ago. Funds from operations (FFO), a widely accepted supplemental measure of REIT performance, rose 6.1 percent to $78.9 million, from $74.3 million for the same period last year. On a diluted per common share basis, FFO matched the prior year amount of $0.75. FFO for the third quarter 2002 excludes gains on sales of operating properties of approximately $1.0 million or $0.01 per diluted common share. For the nine months ended September 30, 2002, net income increased 4.6 percent to $182.7 million from $174.7 million for the same period last year. Net income per diluted common share was $1.60, equaling the results for the same period in the previous year. Funds from operations rose 9.5 percent to $237.0 million for the nine-month period from $216.5 million in the year earlier period. On a diluted per common share basis, funds from operations increased 1.8 percent to $2.25 from $2.21 reported a year ago. FFO for the nine months ended September 30, 2002 excludes gains on sales of operating properties of $1.5 million or $0.01 per diluted common share and $3.0 million or $0.03 per diluted common share for the same period last year. Leasing activity in the Company's core portfolio of shopping centers was strong during the third quarter, resulting in 126 new leases executed totaling 1.3 million square feet of gross leasable area, including the lease up of more than 500,000 square feet of vacancy created by retailer bankruptcies. As a result, the Company experienced positive absorption of space of 467,000 square feet and portfolio occupancy increased 0.9 percent to 85.9 percent. In addition, the Company has transactions pending on approximately 1.7 million square feet of space formerly occupied by Kmart. Kimco Developers, Inc. (KDI), the Company's merchant building business recorded pre-tax gains of $4.9 million from the sale of its Cedar Hill Crossing project, in Cedar Hill, Texas, its Wakefield Crossing project in Raleigh, North Carolina and a parcel at its project in San Antonio, Texas. KDI's merchant building pipeline consists of 18 projects with potential gross leasable area in excess of 5.1 million square feet. During the quarter, the Company invested an additional $31.9 million in these projects. Kimco's management confirmed that the current First Call consensus estimate for FFO per share in the fourth quarter of 2002 of $0.78 is achievable and that consensus estimates for the full-year ending 2002 of $3.03 is also within its range of guidance. Management estimates net income will be $0.55 per share for the fourth quarter of 2002 and $2.15 per share for the full-year. Furthermore, management provided guidance for FFO per share in 2003 of between $3.13 and $3.23 per share, and estimates net income in 2003 will be between $2.21 and $2.29 per share. Dividend Increase Kimco's Board of Directors approved a common stock dividend increase, raising the quarterly dividend payable per common share to $0.54 from the current quarterly level of $0.52 per common share. Kimco has raised its dividend for 11 consecutive years, from an initial annual rate of $0.78 per share (adjusted for stock splits) in 1992 to the current annual rate of $2.16 per share. This level of increase is consistent with the Company's objective of maintaining a conservative dividend payout ratio while providing shareholders a growing source of income. The Board declared the first quarterly dividend at the increased rate payable on January 15, 2003 to shareholders of record on January 2, 2003. Investment Activity Kimco has continued to expand its shopping center investment portfolio. Since June 30, 2002, the Company has acquired investment interests in 30 shopping centers and three parcels of land for development, with an aggregate cost of approximately $551.8 million. This amount includes the recently announced Westlake property transaction. Highlights of the Company's investment activities are as follows: - Kimco acquired interests in 11 shopping centers totaling 3.0 million square feet of gross leasable area and three development projects through its Canadian joint venture with RioCan REIT for an aggregate cost of USD$211.3 million. Kimco's joint venture with RioCan has grown to 30 properties in five provinces totaling 6.9 million square feet of gross leasable area. Kimco owns a 50% interest in the 97.1 percent leased portfolio. - Kimco Retail Opportunity Fund (KROP), an entity that Kimco manages and owns a 20 percent interest, acquired four shopping centers for an aggregate cost of $53.1 million. This portfolio now consists of 13 shopping centers totaling 1.3 million square feet. - The Company acquired two shopping centers for the Kimco Income REIT (KIR), a joint venture with institutional investors, which Kimco manages and owns a 43.3 percent interest. The properties were purchased for $113.8 million in separate transactions. KIR also sold a property in Aurora, Illinois for $2.4 million. KIR now consists of 67 shopping centers totaling 13.5 million square feet in 21 states. The portfolio is approximately 97.4% leased. - In separate transactions, Kimco's preferred equity business acquired interests in five properties for an aggregate investment of $17.1 million. Kimco's preferred equity program provides capital for shopping center owners where Kimco generates a preferred rate of return. - Kimco purchased two grocery-anchored shopping centers located in Northeast Mexico. Planigrupo, one of the largest retail leasing and development companies in Mexico, will manage the properties. Plaza Real Saltillo is a recently developed 174,000 square foot shopping center, anchored by a 74,000 square foot HEB grocery store located in Saltillo, Mexico. The property was acquired for $22.9 million. Plaza Real Sendero Norte is a 109,000 square foot shopping center anchored by a 98,000 square foot HEB grocery store located in Monterrey, Mexico. Kimco purchased additional land for the development of Phase II of this property. The completed shopping center and additional land for development was acquired for $12.8 million. - A Kimco-led group has received approval from the bankruptcy court to provide Ames Department Stores with a $100 million secured revolving credit facility for capital to facilitate its liquidation. Under the agreement, Kimco will earn fees and interest at a fixed rate, and in addition, has the opportunity to earn additional interest based on the disposition of real estate assets by Ames. This new facility, which is collateralized by the leased and fee owned real estate assets of Ames, will replace the existing DIP financing provided by Kimco. Kimco, a publicly-traded real estate investment trust, has specialized in shopping center acquisitions, development and management for over 35 years. Kimco owns and operates the nation's largest portfolio of neighborhood and community shopping centers with interests in 569 properties comprising approximately 79.0 million square feet of leasable space located throughout 41 states, Canada and Mexico. For further information refer to the Company's web site at www.kimcorealty.com. Safe Harbor Statement: The statements in this release state the Company's and management's hopes, intentions, beliefs, expectations or projections of the future and are forward-looking statements. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Factors that could cause actual results to differ materially from current expectations include general economic conditions, local real estate conditions, increases in interest rates, increases in operating costs and real estate taxes. Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's SEC filings, including but not limited to the Company's report on Form 10-K for the year ended December 31, 2001. Copies of each filing may be obtained from the Company or the SEC. Contact: Kimco Realty Corporation Scott Onufrey (516) 869-7190 sonufrey@kimcorealty.com (continued next page) Kimco Realty Corporation Condensed Consolidated Statements of Income (In thousands, except per share data)
Three Months Ended Nine Months Ended September 30, September 30, 2002 2001 2002 2001 ---- ---- ---- ---- Real Estate Operations: Revenues from rental property $ 111,101 $ 113,330 $ 340,629 $ 350,344 --------- --------- --------- --------- Rental property expenses: Rent 2,928 3,097 9,353 9,454 Real estate taxes 16,192 14,194 48,712 42,199 Operating and maintenance 11,125 10,072 35,015 35,998 --------- --------- --------- --------- 30,245 27,363 93,080 87,651 --------- --------- --------- --------- 80,856 85,967 247,549 262,693 Income from investment in retail store leases 154 857 671 2,684 --------- --------- --------- --------- Net operating income 81,010 86,824 248,220 265,377 Equity in income of KIR 3,839 3,200 11,648 9,123 Equity in income of other real estate JV's, net 8,895 22,846 23,028 26,069 Minority interests in income of partnerships, net (262) (352) (738) (1,489) Gain on sale of development properties 4,894 590 9,174 6,806 Management and other fee income 3,023 1,608 10,524 5,844 Depreciation and amortization (18,971) (18,368) (56,371) (54,969) --------- --------- --------- --------- Income from real estate operations 82,428 96,348 245,485 256,761 --------- --------- --------- --------- Other Investments: Interest, dividends and other investment income 8,136 2,685 29,516 15,577 Other income/(loss), net 2,371 (279) 6,257 520 ---------S --------- --------- --------- 10,507 2,406 35,773 16,097 --------- --------- --------- --------- Interest expense (22,296) (22,084) (66,337) (67,353) General and administrative (7,933) (7,056) (23,123) (21,483) Gain on sale of operating properties -- -- -- 3,040 --------- --------- --------- --------- Income from continuing operations 62,706 69,614 191,798 187,062 before income taxes Provision for income taxes (2,591) (10,521) (10,091) (13,138) --------- --------- --------- --------- Income from continuing operations 60,115 59,093 181,707 173,924
(continued next page) Discontinued Operations: Income/(loss) from operating properties (325) 157 (513) 732 disposed Gain on disposition of operating properties 966 -- 1,512 -- --------- --------- --------- ----------- Income from discontinued operations 641 157 999 732 --------- --------- --------- ----------- Net income 60,756 59,250 182,706 174,656 Preferred dividends (4,609) (6,543) (13,828) (19,683) --------- --------- --------- ----------- Net income available to common shareholders $ 56,147 $ 52,707 $ 168,878 $ 154,973 ========= ========= ========= =========== Per common share: Income from continuing operations: - Basic $ 0.53 $ 0.55 $ 1.61 $ 1.61 ========= ========= ========= =========== - Diluted $ 0.53 $ 0.54(1) $ 1.59 $ 1.59(1) ========= ========= ========= =========== Net income: - Basic $ 0.54 $ 0.55 $ 1.62 $ 1.62 ========= ========= ========= =========== - Diluted $ 0.53 $ 0.54(1) $ 1.60 $ 1.60(1) ========= ========= ========= ===========
Note: Reclassifications: Certain amounts in the prior period have been reclassified in order to conform with the current period's presentation. (continued next page) Kimco Realty Corporation Funds From Operations (In thousands, except per share data)
Three Months Ended Nine Months Ended September 30, September 30, 2002 2001 2002 2001 ---- ---- ---- ---- Funds From Operations Net income $ 60,756 $ 59,250 $ 182,706 $ 174,656 Depreciation and amortization 19,198 18,490 57,181 55,629 Depreciation and amortization - KIR 3,300 2,700 9,600 7,450 Depreciation and amortization - other real estate joint ventures 1,200 450 2,850 1,500 Gain on sale of operating properties (966) -- (1,512) (3,040) Preferred stock dividends (4,609) (6,543) (13,828) (19,683) --------- --------- --------- --------- Funds from operations $ 78,879 $ 74,347 $ 236,997 $ 216,512 ========= ========= ========= ========= Per common share: - Basic $ 0.75 $ 0.77 $ 2.27 $ 2.26 ========= ========= ========= ========= - Diluted $ 0.75 $ 0.75(1) $ 2.25 $ 2.21(1) ========= ========= ========= ========= Weighted Average Share Information Three Months Ended Nine Months Ended September 30, September 30, 2002 2001 2002 2001 ---- ---- ---- ---- Weighted average shares - - Basic 104,539 96,187 104,418 95,615 - Diluted 105,491 101,276(1) 105,464 100,589(1)
(1) Reflects the potential impact if the Class D Preferred Stock was converted to common stock at the beginning of the period. Net income available to common shareholders and FFO would be increased by $1,934 and $5,854 for the three and nine months ended September 30, 2001, respectively, which represents the dividends paid on the Class D Convertible Preferred Stock for that period. (continued next page) Kimco Realty Corporation Condensed Consolidated Balance Sheets (In thousands, except per share data)
September 30, December 31, 2002 2001 ---- ---- Assets: Operating real estate, net of accumulated depreciation of $503,003 and $452,877, respectively $ 2,571,691 $ 2,543,956 Real estate under development 235,687 204,530 Investment and advances in KIR 178,379 170,641 Investments and advances in other real estate joint ventures 249,115 98,527 Mortgages and other financing receivables 142,626 53,611 Investment in retail store leases 8,643 9,885 Cash and cash equivalents 43,495 93,847 Marketable securities 65,268 82,997 Accounts and notes receivable 48,004 48,074 Other assets 145,699 78,711 ----------- ----------- $ 3,688,607 $ 3,384,779 =========== =========== Liabilities: Notes payable $ 1,256,250 $ 1,035,250 Mortgages payable 278,742 286,929 Construction loans payable 19,201 5,900 Other liabilities, including minority interests in partnerships 226,346 166,616 ----------- ----------- $ 1,780,539 $ 1,494,695 ----------- ----------- Stockholders' Equity: Preferred stock, $1.00 par value, authorized 5,000,000 shares 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 0 and 92,390 shares, respectively -- 92 Aggregate liquidation preference $0 and $23,098, respectively Common Stock, $.01 par value, authorized 200,000,000 shares issued and outstanding 104,559,024 and 103,352,570 shares, respectively 1,046 1,034 Paid-in capital 1,984,086 1,976,442 Cumulative distributions in excess of net income (87,230) (93,131) ----------- ----------- 1,898,802 1,885,337 Accumulated other comprehensive income 11,764 7,310 Notes receivable from officer stockholders (2,498) (2,563) ----------- ----------- 1,908,068 1,890,084 ----------- ----------- $ 3,688,607 $ 3,384,779 =========== ===========
Reclassifications: Certain amounts in the prior period have been reclassified in order to conform with the current period's presentation. ###### -----END PRIVACY-ENHANCED MESSAGE-----