Note 4 - Investments and Advances in Real Estate Joint Ventures

9 Months Ended

Sep. 30, 2013

Investments And Advances In Real Estate Joint Ventures [Abstract]

Investments And Advances In Real Estate Joint Ventures [Text Block]

4. Investments and Advances in Real Estate Joint Ventures

The Company and its subsidiaries have investments in and advances to various real estate joint ventures.  These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations.  As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting.  The table below presents joint venture investments for which the Company held an ownership interest at September 30, 2013 and December 31, 2012 (in millions, except number of properties):

	As of September 30, 2013											As of December 31, 2012
Venture	Average Ownership Interest			Number of Properties		GLA		Gross Real Estate		The Company's Investment		Average Ownership Interest			Number of Properties		GLA		Gross Real Estate		The Company's Investment
Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2) (10)		15.0	%		60		10.6	$	2,719.4	$	179.5		15.0	%		61		10.7	$	2,744.9	$	170.1
Kimco Income Opportunity Portfolio (“KIR”) (2) (13) (15)		48.6	%		57		12.0		1,515.2		176.4		45.0	%		58		12.4		1,543.2		140.3
UBS Programs (“UBS”) (2) (7) (14)*		-	%		-		-		-		1.1		17.9	%		40		5.7		1,260.1		58.4
Kimstone (2) (14)		33.3	%		39		5.6		1,086.8		106.3		-	%		-		-		-		-
BIG Shopping Centers (2) (9)*		37.9	%		21		3.4		519.6		30.7		37.7	%		22		3.6		547.7		31.3
The Canada Pension Plan Investment Board (“CPP”) (2)		55.0	%		6		2.4		436.5		146.7		55.0	%		6		2.4		436.1		149.5
Kimco Income Fund (2)(6)		39.5	%		12		1.5		288.1		51.1		15.2	%		12		1.5		287.0		12.3
SEB Immobilien (2)		15.0	%		13		1.8		361.4		1.1		15.0	%		13		1.8		361.2		1.5
Other Institutional Programs (2) (8)	Various				56		2.1		453.2		16.9	Various				58		2.6		499.2		21.3
RioCan		50.0	%		45		9.3		1,335.5		161.8		50.0	%		45		9.3		1,379.3		111.0
Intown (3)		-			-		-		-		-		-			138	N/A			841.0		86.9
Latin America (12) (16) (17) (18)	Various				29		3.9		332.3		162.4	Various				131		18.0		1,198.1		334.2
Other Joint Venture Programs (4) (5) (11)	Various				81		12.4		1,657.0		274.2	Various				87		13.2		1,846.7		311.4
Total					419		65.0	$	10,705.0	$	1,308.2					671		81.2	$	12,944.5	$	1,428.2

*   Ownership % is a blended rate

The table below presents the Company’s share of net income/(loss) for the above investments which is included in the Company’s Condensed Consolidated Statements of Income in Equity in income of joint ventures, net for the nine months ended September 30, 2013 and 2012 (in millions):

	Three months ended September 30,					Nine months ended September 30,
	2013		2012				2013		2012
KimPru and KimPru II (10)	$	2.4	$	1.5			$	6.6	$	5.6
KIR (15)		9.0		5.3				23.5		17.2
UBS Programs (14)		0.2		(0.7	)			1.7		(0.3	)
Kimstone (14)		1.8		-				1.8		-
BIG Shopping Centers (9)		0.9		(0.6	)			2.3		(2.1	)
CPP		1.5		1.5				4.5		4.0
Kimco Income Fund		0.9		0.3				2.5		1.4
SEB Immobilien		0.3		0.2				0.8		0.5
Other Institutional Programs (20) (22)		0.2		0.4				1.1		4.6
RioCan (21)		7.3		6.4				20.0		24.2
Intown		-		1.5				1.4		2.4
Latin America (12) (16) (17) (18)		69.3		4.5				101.4		11.1
Other Joint Venture Programs (11) (19)		2.4		4.2				12.2		21.0
Total	$	96.2	$	24.5			$	179.8	$	89.6

(1) This venture represents four separate joint ventures, with four separate accounts managed by Prudential Real Estate Investors (“PREI”), three of these ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II.

(2) The Company manages these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees.

(3) The Company’s share of this investment was subject to fluctuation and dependent upon property cash flows. During June 2013, the Intown portfolio was sold for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company continues to maintain its guarantee of $145.2 million of outstanding debt assumed by the buyer. The guarantee is collateralized by the buyer’s ownership interest in the portfolio. The Company is entitled to a guarantee fee, for the initial term of the loan, which is scheduled to mature in December 2015. The guarantee fee is calculated based upon the difference between LIBOR plus 1.15% and 5.0% per annum multiplied by the outstanding amount of the loan. Additionally, the Company has entered into a commitment to provide financing up to $145.2 million for five years past the date of maturity. This commitment can be in the form of extensions with the current lender, loans from a new lender or financing directly from the Company to the buyer. Due to this continued involvement, the Company deferred its gain until such time that the guarantee and commitment expire.

(4) During the nine months ended September 30, 2013, the Company amended one of its Canadian preferred equity investment agreements to restructure the investment as a pari passu joint venture in which the Company holds a noncontrolling interest. As a result of this transaction, the Company continues to account for its investment in this joint venture under the equity method of accounting and includes this investment in Investments and advances to real estate joint ventures within the Company’s Condensed Consolidated Balance Sheets.

(5) During the nine months ended September 30, 2013, two joint ventures in which the Company held noncontrolling interests sold two operating properties to the Company, in separate transactions, for an aggregate sales price of $228.8 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance. As such, the Company recognized an aggregate gain of $30.9 million, before income tax, from the fair value adjustment associated with its original ownership due to a change in control and now consolidates these operating properties.

(6) During the nine months ended September 30, 2013, the Company purchased an additional 24.24% interest in Kimco Income Fund for $38.3 million.

(7) During the nine months ended September 30, 2013, UBS sold an operating property to the Company for a sales price of $32.7 million, which was equal to the remaining debt balance.  The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. As such the Company recognized no gain or loss from a change in control and now consolidates this operating property.

(8) During the nine months ended September 30, 2013, a joint venture in which the Company held a noncontrolling interest sold an operating property to the Company for a sales price of $14.2 million. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. As such the Company recognized a gain of $0.5 million from the fair value adjustment associated with the Company’s original ownership due to a change in control and now consolidates this operating property.

(9)	During the nine months ended September 30, 2013, BIG recognized a gain on early extinguishment of debt of $13.7 million related to a property that was foreclosed on by a third party lender. The Company’s share of this gain was $2.4 million.
(10)	During the nine months ended September 30, 2013, the Company purchased the remaining interest in an operating property for a purchase price of $15.8 million. As a result of this transaction, KimPru recognized an impairment charge of $4.0 million, of which the Company’s share was $0.6 million.
(11)	During the nine months ended September 30, 2013, a joint venture in which the Company has a noncontrolling interest sold an operating property for a sales price of $7.6 million and recognized an impairment charge of $2.0 million. The Company’s share of this impairment charge was $1.0 million.
(12)	During the nine months ended September 30, 2013, joint ventures in which the Company held noncontrolling interests sold ten operating properties located throughout Mexico for $315.5 million. These transactions resulted in an aggregate net gain to the Company of $21.8 million, after tax.
(13)	During the nine months ended September 30, 2013, the Company purchased an additional 3.57% interest in KIR for $48.4 million.
(14)	During June 2013, the Company increased its ownership interest in the UBS Programs to 33.3% and simultaneously UBS transferred its remaining 66.7% ownership interest in the UBS Programs to affiliates of Blackstone Real Estate Partners VII (“Blackstone”). Both of these transactions were based on a gross purchase price of $1.1 billion. Upon completion of these transactions, Blackstone and the Company entered into a new joint venture (Kimstone) in which the Company owns a 33.3% noncontrolling interest.

(15) During the nine months ended September 30, 2013, KIR sold an operating property in Cincinnati, OH for a sales price of $30.0 million and recognized a gain of $6.1 million. The Company’s share of this gain was $3.0 million.

(16) During the nine months ended September 30, 2013, the Company and its joint venture partner sold their noncontrolling ownership interest in a joint venture which held interests in 84 operating properties located throughout Mexico for $603.5 million (including debt of $301.2 million). This transaction resulted in a net gain to the Company of $78.2 million, before income taxes of $25.1 million.

(17) During the nine months ended September 30, 2013, a joint venture in which the Company held a noncontrolling interest sold nine operating properties located throughout Chile for net proceeds of $17.6 million. This transaction resulted in a net gain to the Company of $4.0 million.

(18) The Company is currently in advanced negotiations to sell 11 operating properties located throughout Mexico, which are held in unconsolidated joint ventures in which the Company holds noncontrolling interests. Based upon the allocation of the selling price, the Company has recorded impairment charges of $12.9 million on six of these properties. (see Footnote 2 – Impairment Charges).

(19) During the nine months ended September 30, 2012, three joint ventures in which the Company holds noncontrolling interests sold three properties, in separate transactions, for an aggregate sales price of $180.0 million.  The Company’s share of the aggregate gain related to these transactions was $8.3 million.

(20) During the nine months ended September 30, 2012, a joint venture in which the Company holds a noncontrolling interest sold two encumbered operating properties to the Company for an aggregate sales price of $75.5 million.  As a result of this transaction, the Company recognized promote income of $2.6 million. Additionally, the Company evaluated these transactions pursuant to the FASB’s Consolidation guidance. As such, the Company recognized a gain of $2.0 million from the fair value adjustment associated with its original ownership due to a change in control and now consolidates these operating properties.

(21) During the nine months ended September 30, 2012, the Company recognized income of $7.5 million, before taxes of $1.5 million, from the sale of certain air rights at one of the properties in the RioCan portfolio.

(22) During the nine months ended September 30, 2012, a joint venture in which the Company held a noncontrolling interest sold an operating property to the Company for a sales price of $127.0 million. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $12.1 million from the fair value adjustment associated with its original ownership due to a change in control. In addition, the Company recognized promote income of $1.1 million in connection with this transaction.

The table below presents debt balances within the Company’s unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at September 30, 2013 and December 31, 2012 (dollars in millions):

	As of September 30, 2013							As of December 31, 2012
Venture	Mortgages and Notes Payable		Weighted Average Interest Rate			Weighted Average Remaining Term (months)**		Mortgages and Notes Payable		Weighted Average Interest Rate			Weighted Average Remaining Term (months)**
KimPru and KimPru II	$	924.2		5.53	%		38.0	$	1,010.2		5.54	%		44.5
KIR		893.1		5.05	%		78.2		914.6		5.22	%		78.6
UBS Programs		-		-	%		-		691.9		5.40	%		39.1
Kimstone		725.8		4.99	%		37.7		-		-	%		-
BIG Shopping Centers		406.4		5.39	%		43.2		443.8		5.52	%		45.5
CPP		139.3		5.17	%		22.0		141.5		5.19	%		31.0
Kimco Income Fund		158.8		5.45	%		11.8		161.4		5.45	%		20.7
SEB Immobilien		243.8		5.11	%		46.3		243.8		5.11	%		55.3
RioCan		770.2		4.79	%		47.0		923.2		5.16	%		41.2
Intown		-		-	%		-		614.4		4.46	%		46.1
Other Institutional Programs		273.4		5.32	%		34.1		310.5		5.24	%		39.0
Other Joint Venture Programs		1,144.9		5.47	%		61.8		1,612.2		5.70	%		57.8
Total	$	5,679.9						$	7,067.5

** Average Remaining Term includes extension options