-----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, DFuKfKB75npl1vNknufS1cIA1Yawigva2V2Bevx5LoHj/JDOgPyv+9dHxEqctuat xkB1xSmQ365L43IIOBED8Q== 0001157523-03-001417.txt : 20030429 0001157523-03-001417.hdr.sgml : 20030429 20030428180111 ACCESSION NUMBER: 0001157523-03-001417 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030428 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030429 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: 03667561 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 a4385136.txt KIMCO 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2003 Kimco Realty Corporation (Exact Name of Registrant as Specified in Charter) Maryland 1-10899 13-2744380 --------------- -------------- --------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation) File Number) Identification No.) 3333 New Hyde Park Road New Hyde Park, New York 11042-0020 (Address of Principal Executive Offices) -------------------- (516) 869-9000 (Registrant's telephone number, including area code) -------------------- ITEM 9. REGULATION FD DISCLOSURE The information contained in this Item 9 of the Current Report on Form 8-K of Kimco Realty Corporation (the "Company") is being furnished pursuant to "Item 12 - Results of Operations and Financial Condition" and "Item 9 - Regulation FD Disclosure" of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583. On April 28, 2003, the Company announced its first quarter operating results. A copy of the Company's press release is an exhibit to this Current Report on Form 8-K and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Exhibits 99.1 Press Release dated April 28, 2003 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. Date: April 28, 2003 KIMCO REALTY CORPORATION (registrant) By: /s/ Michael V. Pappagallo --------------------------------- Name: Michael V. Pappagallo Its: Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION 99.1 Press Release dated April 28, 2003 EX-99 3 a4385136ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Kimco Realty Reports First Quarter 2003 Operating Results NEW HYDE PARK, N.Y.--(BUSINESS WIRE)--April 28, 2003-- Net Income Per Share Increases 18.9 Percent to $0.63; FFO Per Share Increases 4.0 Percent to $0.78 Kimco Realty Corporation (NYSE: KIM) today announced that net income for the first quarter ended March 31, 2003 rose 16.5 percent to $71.0 million from $60.9 million for the same period last year. On a diluted per share basis, net income rose 18.9 percent to $0.63 per common share from $0.53 per common share a year earlier. First quarter funds from operations ("FFO"), a widely accepted measure of REIT performance, rose 5.0 percent to $82.9 million from $78.9 million for the same period last year. On a diluted per common share basis, first quarter FFO increased 4.0 percent to $0.78 from $0.75 a year ago. FFO excludes gains on dispositions of operating properties and gains on early extinguishment of debt of approximately $3.3 million, or $0.03 per share and $6.3 million, or $0.06 per share, respectively. A complete reconciliation containing adjustments from GAAP net income to FFO is included in this release. Revenues from rental property increased 10.7 percent to $124.1 million from $112.1 million, a year ago. During the quarter, Kimco increased the occupancy of its parent shopping center portfolio to 89.1 percent from 87.8 percent at December 31, 2002 and from a low of 85.3 percent at June 30, 2002. The increase in occupancy was the result of new leasing and property sales. For the quarter, Kimco signed 97 new leases in the parent portfolio totaling 893,000 square feet. Average base rent on these new leases is approximately $7.49 per square foot. Effective May 2003, seven locations Kimco leased to Kmart Corporation in its operating portfolios will be rejected as part of Kmart's plan of reorganization. Kimco is in advanced discussions to lease or dispose of each of these sites. The impact of these lease rejections is not expected to have a material impact on the Company's financial results and had previously been factored in the Company's earnings guidance. Occupancy in the Company's operating joint ventures with institutional investors remained strong during the quarter. Occupancy in the Kimco Income REIT (KIR), which consists of 70 shopping centers totaling 14.6 million square feet, was 98.6 percent. The Kimco Retail Opportunity Portfolio (KROP), which consists of 17 shopping centers totaling 2.2 million square feet, also maintained a high level of occupancy at 95.1 percent. During the quarter, retailers' appetite for new store locations remained strong. Across Kimco's portfolios, including Kimco Developers Inc. (KDI), the Company signed 170 new leases totaling approximately 1.3 million square feet at an average base rent of $9.41 per square foot. Investment Activity ------------------- During the quarter, Kimco acquired interests in 10 shopping center properties and three single tenant sites totaling 2.1 million square feet of gross leasable area for an aggregate purchase price of approximately $246.1 million. These properties were acquired for the Company's portfolios as follows: -- Kimco's parent portfolio acquired interests in six shopping centers, for a total cost of $102.5 million, including one shopping center in Canada in its joint venture with RioCan REIT. In addition, subsequent to quarter end, the Company acquired interests in three shopping centers for approximately $102.8 million. -- KIR acquired interests in two shopping centers for an aggregate cost of $103.5 million. In addition to closing on the previously announced acquisition of Parkway Supercenter in Seattle, Washington, KIR acquired the Shoppes at Soncy in Amarillo, Texas. Shoppes at Soncy is a 143,000 square foot shopping center anchored by Ross Stores, Bed, Bath & Beyond and Joann Fabrics. -- The KROP joint venture acquired two shopping centers during the quarter. West Ashley Shoppes, a 137,000 square foot shopping center in Charleston, South Carolina, was acquired for $9.2 million. Market Square at Montrose, a 506,000 Home Depot anchored shopping center, was acquired for $30.9 million. This shopping center is located in Montrose, Ohio. In addition to the shopping centers acquired, Kimco provided $13.1 million of preferred equity capital to owners of seven properties. Kimco's Preferred Equity Program provides equity capital to real estate owners and developers for expansions, redevelopment and development. Kimco's merchant building business, KDI, completed sales of eight out-parcels in its portfolio and recorded gains on sales of approximately $1.2 million. In addition, during 2003 KDI has acquired interests in three new development projects totaling $8.1 million and invested approximately $34.0 million in its pipeline of 19 existing shopping center developments. During the quarter, Kimco sold two shopping centers from its Kimsouth portfolio for proceeds of approximately $11.0 million. The Company's investment strategy for this portfolio, which originally consisted of 37 shopping centers, includes re-tenanting, repositioning and disposition of the properties. In total, the Company has disposed of four properties for proceeds of $31.4 million since the acquisition of Kimsouth during the fourth quarter of 2002. Earnings Guidance ----------------- Kimco's management updated its earnings guidance for the year, providing a range for FFO per share of $3.16 - $3.21 for the year ending December 31, 2003, which is within its previously issued range of guidance. Management also projected the following range of estimates of FFO for remaining three quarters of the year: Quarter Ending FFO Range June 30, 2003 $0.79 - $0.80 September 30, 2003 $0.79 - $0.81 December 31, 2003 $0.80 - $0.82 Corporate Governance -------------------- Kimco's Board of Directors unanimously agreed to amend the Company's 1998 Equity Participation Plan to generally prohibit the re-pricing of stock options. More specifically, after any stock options are granted, the exercise price of the stock option may not be reduced by the Board without shareholder approval. In addition, the Board established a Nominating and Corporate Governance Committee to oversee all corporate governance matters. 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 630 properties comprising approximately 91.7 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, but are not limited to, (i) general economic conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) local real estate conditions, (iv) increases in interest rates, (v) 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, 2002. Copies of each filing may be obtained from the Company or the SEC. Kimco Realty Corporation Consolidated Statements of Income (In thousands, except per share data) Three Months Ended March 31, 2003 2002 --------- --------- Real Estate Operations: - ----------------------- Revenues from rental property $124,062 $112,077 --------- --------- Rental property expenses: Rent 3,015 3,135 Real estate taxes 15,012 15,129 Operating and maintenance 16,742 11,884 --------- --------- 34,769 30,148 --------- --------- 89,293 81,929 Equity in income of real estate joint ventures, net 9,312 6,471 Minority interests in income of partnerships, net (1,591) (208) Income from other real estate investments 4,900 4,461 Mortgage financing income 5,512 1,065 Management and other fee income 2,902 3,346 Depreciation and amortization (19,867) (18,213) --------- --------- Income from real estate operations 90,461 78,851 --------- --------- Other Investments: - ------------------ Interest, dividends and other investment income 2,402 7,125 Other income, net 318 3,871 --------- --------- 2,720 10,996 --------- --------- Interest expense (22,724) (21,463) General and administrative expenses (8,615) (7,527) Gain on early extinguishment of debt 6,262 -- --------- --------- Income from continuing operations before income taxes 68,104 60,857 Provision for income taxes (1,822) (5,350) --------- --------- Income from continuing operations 66,282 55,507 --------- --------- Discontinued Operations: - ------------------------ Income from discontinued operating properties 184 1,107 Gain on disposition of operating properties 3,280 -- ---------- -------- Income from discontinued operations 3,464 1,107 ---------- -------- Gain on sale of development properties (1) 1,215 4,280 ---------- -------- Net income 70,961 60,894 Preferred dividends (4,609) (4,609) ---------- -------- Net income available to common shareholders $66,352 $56,285 ========== ======== Per common share: Income from continuing operations: - Basic $0.60 $0.53 ========== ======== - Diluted $0.59(2) $0.52 ========== ======== Net income: - Basic $0.63 $0.54 ========== ======== - Diluted $0.63(2) $0.53 ========== ======== Weighted average shares outstanding: - Basic 104,711 104,299 ========== ======== - Diluted 108,229(2)105,386 ========== ======== Income subject to income taxes $5,021 $13,637 (1) Included in the calculation of Income from continuing operations per common share. (2) Reflects the potential impact if certain units were converted to common stock at the beginning of the period. Net income available to common shareholders would be increased by $1,423 for the three months ended March 31, 2003 reflecting the distribution associated with the units. Certain amounts in the prior period have been reclassified in order to conform with the current period's presentation. Kimco Realty Corporation Funds From Operations (In thousands, except per share data) Three Months Ended March 31, 2003 2002 ------- ------- Funds From Operations Net income $70,961 $60,894 Gain on disposition of operating properties (3,280) -- Depreciation and amortization 19,894 18,846 Depreciation and amortization - real estate joint ventures 6,200 3,800 Gain on early extinguishment of debt (6,262) -- Preferred stock dividends (4,609) (4,609) ------- ------- Funds from operations $82,904 $78,931 ======= ======= Per common share: - Basic $0.79 $0.76 ======= ======= - Diluted $0.78(1) $0.75 ======= ======= Weighted Average Share Information Weighted average shares - - Basic 104,711 104,299 ======= ======= - Diluted 108,229(1) 105,386 ======= ======= (1) Reflects the potential impact if certain units were converted to common stock at the beginning of the period. Net income available to common shareholders would be increased by $1,423 for the three months ended March 31, 2003 reflecting the distribution associated with the units. Kimco Realty Corporation Consolidated Balance Sheets (In thousands, except share data) March 31, December 31, 2003 2002 ------------- ------------- Assets: Operating real estate, net of accumulated depreciation of $533,882 and $516,558, respectively $ 2,737,937 $ 2,669,648 Investments and advances in real estate joint ventures 442,857 412,672 Real estate under development 243,555 212,765 Other real estate investments 102,136 99,542 Mortgages and other financing receivables 73,510 94,024 Cash and cash equivalents 55,653 35,962 Marketable securities 77,467 66,992 Accounts and notes receivable 53,697 55,012 Other assets 108,252 110,261 ------------- ------------- $3,895,064 $3,756,878 ============= ============= Liabilities: Notes payable $1,412,250 $1,302,250 Mortgages payable 212,680 230,760 Construction loans payable 64,417 43,972 Other liabilities, including minority interests in partnerships 277,025 272,568 ------------- ------------- 1,966,372 1,849,550 ------------- ------------- 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 Common Stock, $.01 par value, authorized 200,000,000 shares Issued and outstanding 104,940,140 1,049 1,046 and 104,601,828 shares, respectively Paid-in capital 1,992,878 1,984,820 Cumulative distributions in excess of net income (75,683) (85,367) ------------- ------------- 1,919,144 1,901,399 Accumulated other comprehensive income 10,892 7,401 Notes receivable from officer stockholders (1,344) (1,472) ------------- ------------- 1,928,692 1,907,328 ------------- ------------- $3,895,064 $3,756,878 ============= ============= Certain amounts in the prior period have been reclassified in order to conform with the current period's presentation. CONTACT: Kimco Realty Corporation Scott Onufrey, 516/869-7190 sonufrey@kimcorealty.com -----END PRIVACY-ENHANCED MESSAGE-----