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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number 1-10899
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Kimco Realty Corporation
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(Exact name of registrant as specified in its charter)
Maryland 13-2744380
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3333 New Hyde Park Road, New Hyde Park, NY 11042
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(Address of principal executive offices - Zip Code)
(516) 869-9000
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) 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 (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- ------
APPLICABLE ONLY TO CORPORATE ISSUERS:
-------------------------------------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
104,541,505 shares outstanding as of July 31, 2002
1 of 28
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Financial Statements -
Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31,
2001.
Condensed Consolidated Statements of Income for the Three and Six Months
Ended June 30, 2002 and 2001.
Condensed Consolidated Statements of Comprehensive Income for the Three and
Six Months Ended June 30, 2002 and 2001.
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2002 and 2001.
Notes to Condensed Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the
accompanying Condensed Consolidated Financial Statements and Notes thereto.
These unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to reflect a fair statement of the results for
the interim periods presented, and all such adjustments are of a normal
recurring nature.
Results of Operations
Revenues from rental property decreased $2.2 million or 1.9% to $115.5
million for the three months ended June 30, 2002, as compared with $117.7
million for the corresponding quarter ended June 30, 2001. Similarly, revenues
from rental property decreased $7.9 million or 3.3% to $231.3 million for the
six months ended June 30, 2002, as compared with $239.2 million for the
corresponding six month period ended June 30, 2001. These net decreases resulted
primarily from the combined effect of (i) an overall decrease in shopping center
portfolio occupancy to 85% at June 30, 2002 as compared to 92% at June 30, 2001
due primarily to the bankruptcy filing of Kmart Corporation ("Kmart") and Ames
Department Stores, Inc. ("Ames") and subsequent rejection of leases resulting in
a decrease of revenues of approximately $6.7 million and $12.3 million, as
compared to the corresponding three and six month periods in 2001, respectively,
and (ii) sales of certain shopping center properties throughout 2001 and the six
months ended June 30, 2002, resulting in a decrease of revenues of approximately
$1.9 million and $5.1 million for the three and six months ended June 30, 2002,
respectively, as compared to the corresponding three and six month periods in
2001, offset by (iii) the acquisition of four operating properties during 2002
and throughout calendar year 2001 (three operating properties) providing
incremental revenues of $1.3 million and $2.1 million for the three and six
month periods ended June 30, 2002, respectively, and (iv) the completion of
certain development and redevelopment projects, tenant buyouts and new leasing
within the portfolio providing incremental revenues of approximately $5.1
million and $7.4 million as compared to the corresponding three and six months
ended June 30, 2001, respectively.
2
Rental property expenses, including depreciation and amortization,
increased approximately $4.1 million or 5.8% to $73.8 million for the three
months ended June 30, 2002, as compared with $69.7 million for the corresponding
quarter ended June 30, 2001. Rental property expenses, including depreciation
and amortization, increased $2.5 million or 1.7% to $146.3 million for the six
months ended June 30, 2002, as compared with $143.8 million for the
corresponding period in the preceding year. The rental property expense
component of real estate taxes increased approximately $2.8 million and $4.5
million for the three and six months ended June 30, 2002, respectively, as
compared with the corresponding three and six month periods in the preceding
year. These increases relate primarily to the payment of real estate taxes by
the Company on certain Kmart anchored locations where Kmart previously paid the
real estate taxes directly to the taxing authorities. The rental property
expense component of operating and maintenance increased approximately $1.1
million for the three months ended June 30, 2002 as compared to the
corresponding period in 2001. This increase is primarily due to property
acquisitions offset by property dispositions during 2002 and 2001, renovations
within the portfolio and higher professional fees relating to tenant
bankruptcies. Operating and maintenance decreased approximately $2.0 million for
the six months ended June 30, 2002 as compared to the corresponding period in
2001. This decrease is primarily due to lower snow removal costs in 2002 offset
by increased costs related to property acquisitions, renovations within the
portfolio and higher professional fees relating to tenant bankruptcies.
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 sublet to retailers which lease the stores pursuant to net
lease agreements. Income from the investment in retail store leases decreased
approximately $0.6 million and $1.3 million for the three and six months ended
June 30, 2002, respectively, as compared to the corresponding periods in 2001.
These decreases are primarily due to the Ames bankruptcy filing and subsequent
rejection of certain leases causing the occupancy to decrease to 78.7% at June
30, 2002 as compared to 91.5% at June 30, 2001 for the retail store lease
portfolio.
The Company has a non-controlling limited partnership interest in Kimco
Income REIT ("KIR"), a limited partnership established to invest in high quality
retail properties financed primarily through the use of individual non-recourse
mortgages. Equity in income of KIR increased $1.2 million to $4.2 million for
the three months ended June 30, 2002, as compared with $3.0 million for the
corresponding period in 2001. Similarly, equity in income of KIR increased $1.9
million to $7.8 million for the six months ended June 30, 2002, as compared with
$5.9 million for the corresponding period in 2001. These increases are primarily
due to the Company's increased capital investment in KIR. The additional capital
investments received by KIR from the Company and its other institutional
partners were used to purchase additional shopping center properties throughout
calendar year 2001 and during the six months ended June 30, 2002.
3
Equity in income of other real estate joint ventures, net increased
$5.3 million to $7.1 million for the three months ended June 30, 2002, as
compared to $1.8 million for the corresponding period in 2001. Similarly, equity
in income of other real estate joint ventures, net increased $10.9 million to
$14.1 million for the six months ended June 30, 2002, as compared with $3.2
million for the corresponding period in 2001. These increases are primarily
attributable to (i) the Montgomery Ward asset designation rights transaction,
(ii) the RioCan joint venture investment and (iii) the KROP joint venture
investment described below.
During March 2001, the Company, through a taxable REIT subsidiary,
formed a real estate joint venture (the "Ward Venture") in which the Company has
a 50% interest, for purposes of acquiring asset designation rights for
substantially all of the real estate property interests of the bankrupt estate
of Montgomery Ward LLC and its affiliates. These asset designation rights have
provided the Ward Venture the ability to direct the ultimate disposition of the
315 fee and leasehold interests held by the bankrupt estate, of which 296
transactions have been completed to date. During the six months ended June 30,
2002, the Ward Venture completed transactions on 25 properties. For the three
and six months ended June 30, 2002, the Company recognized net profits of
approximately $2.1 million and $4.6 million, respectively, after provision for
income taxes. The pre-tax profits from the Ward Venture for the three and six
months ended June 30, 2002 of approximately $3.4 million and $7.6 million,
respectively, are included in the Condensed Consolidated Statements of Income in
the caption Equity in income of other real estate joint ventures, net.
During October 2001, the Company formed a joint venture (the "RioCan
Venture") with RioCan Real Estate Investment Trust ("RioCan", Canada's largest
publicly traded REIT measured by gross leasable area ("GLA")), in which the
Company has a 50% interest, to acquire retail properties and development
projects in Canada. As of June 30, 2002, the RioCan Venture consisted of 16
shopping center properties with approximately 3.6 million square feet of GLA.
For the three and six months ended June 30, 2002, the Company recognized equity
in income of the RioCan Venture of approximately $1.7 million and $2.6 million,
respectively.
During October 2001, the Company formed the Kimco Retail Opportunity
Fund ("KROP"), a joint venture with GE Capital Real Estate ("GECRE"), in which
the Company has a 20% interest. The purpose of this joint venture is to acquire
established, high-growth potential retail properties in the United States.
During April 2002, KROP acquired a portfolio of nine shopping center properties
located in Columbia, MD for an aggregate purchase price of approximately $107.5
million, including the assumption of approximately $10.4 million in non-recourse
mortgage debt encumbering one of the properties. During the quarter ended June
30, 2002, the Company recognized equity in income of KROP of approximately $0.2
million.
4
Management and other fee income increased approximately $2.1 million
and $3.3 million for the three and six months ended June 30, 2002, respectively,
as compared to the corresponding periods in 2001. These increases are primarily
due to (i) increased management fees from KIR resulting from the growth of the
KIR portfolio and (ii) management and acquisition fees relating to the KROP
joint venture activities during the quarter ended June 30, 2002.
Interest, dividends and other investment income increased approximately
$5.4 million and $8.5 million for the three and six month periods ended June 30,
2002, respectively, as compared to the corresponding periods in 2001. These
increases are primarily due to higher realized gains on the sale of certain
marketable equity and debt securities and increased interest income related to
certain real estate lending activities during the six months ended June 30,
2002.
Other income, net increased $3.1 million for the six months ended June
30, 2002, as compared to the same period in 2001. This increase is primarily due
to pre-tax profits recognized by the Company in connection with the Company's
participation in a joint venture established for the purpose of providing
inventory liquidation services to a regional retailer in bankruptcy.
Effective January 1, 2001, the Company has elected taxable REIT
subsidiary status for its wholly-owned development subsidiary ("KDI"). KDI is
primarily engaged in the ground-up development of neighborhood and community
shopping centers and the subsequent sale thereof upon completion. During the six
months ended June 30, 2002, KDI sold its recently completed project in
Miamisburg, OH and three out-parcels, in separate transactions, for
approximately $13.1 million, which resulted in net gains of approximately $2.6
million after provision for income taxes of approximately $1.7 million.
During the six months ended June 30, 2001, KDI sold its project in
Chandler, AZ and an out-parcel, in separate transactions, for approximately
$33.6 million, which resulted in net gains of approximately $3.9 million after
provision for income taxes of approximately $2.3 million.
During the six months ended June 30, 2002, the Company disposed of one
operating property in Massapequa, NY for a sales price of approximately $4.1
million, including the assignment of approximately $2.7 million of mortgage
debt. Gain on sale of this property was approximately $0.5 million. Cash
proceeds from this disposition were used to acquire an exchange shopping center
property located in Springfield, MO during May 2002. In accordance with SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets ("FASB No.
144"), the operations and gain on sale of the property have been included in the
caption Discontinued operations on the Condensed Consolidated Statements of
Income.
5
During the six months ended June 30, 2001, the Company, in separate
transactions, disposed of four operating properties, including the sale of a
property to KIR, comprising approximately 0.6 million square feet of GLA. Cash
proceeds from three of these dispositions aggregated approximately $43.5
million, which approximated their aggregate net book value. During May 2001, the
Company realized a gain of approximately $3.0 million from the sale of an
operating property in Elyria, OH. Total proceeds of $5.8 million, together with
an additional $7.1 million cash investment, were used to acquire an exchange
shopping center property in Lakeland, FL during August 2001.
Net income for the three and six months ended June 30, 2002 was $61.1
million and $121.9 million, respectively. Net income for the three and six
months ended June 30, 2001 was $59.4 million and $115.4 million, respectively.
On a diluted per share basis, after adjusting for the gain on sale of an
operating property in 2001 of $3.0 million or $0.03 per diluted share and for
the gain on sale of an operating property included in discontinued operations in
2002 of $0.5 million or $0.01 per diluted share, net income improved $0.01 and
$0.03 for the three and six month periods ended June 30, 2002, respectively, as
compared to the corresponding periods in 2001. This performance reflects the
combined effect of profits from the Ward Venture and increased contributions
from the investments in KIR, KROP, the RioCan Venture and other financing
investments offset by the impact of tenant bankruptcies and subsequent rejection
of leases.
Tenant Concentration
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 June 30,
2002, the Company's five largest tenants were Kmart Corporation, Kohl's, the
Home Depot, TJX Companies and Royal Ahold, which represented approximately 5.7%,
3.3%, 3.1%, 2.6% and 1.8%, respectively, of the Company's annualized base rental
revenues.
On January 22, 2002, Kmart filed for protection under Chapter 11 of the
U.S. Bankruptcy Code. As of the filing date, Kmart occupied 69 locations
(excluding the KIR portfolio which includes six Kmart locations), representing
12.6% of the Company's annualized base rental revenues and 13.3% of the
Company's total shopping center GLA. As of June 30, 2002, Kmart rejected its
leases at 27 locations, which represent approximately $29.5 million of
annualized base rental revenues and approximately 2.8 million square feet of
GLA. As of June 30, 2002, Kmart represented 5.7% of annualized base rents and
8.5% of leased GLA. The Company previously encumbered seven of these rejected
locations with individual non-recourse mortgage loans representing $5.6 million
in annualized interest expense.
6
The Company has currently leased or is under agreement to lease 10 of
these locations, has terminated one ground lease location and has received
offers to purchase four of these sites. The Company is reviewing the offers
received and actively marketing the remaining locations to prospective tenants,
however, no assurances can be provided that these locations will be leased in
the near term or at comparable rents previously paid by Kmart.
The Company generally will have the right to file claims in connection
with these rejected leases for lost rent equal to three years of rental
obligations as well as other amounts related to obligations under the leases.
Actual amounts to be received in satisfaction of these claims will be subject to
Kmart's final plan of reorganization and the availability of funds to pay
creditors such as the Company.
Liquidity and Capital Resources
It is management's intention that the Company continually have access
to the capital resources necessary to expand and develop its business. As such,
the Company intends to operate with and maintain a conservative capital
structure with a level of debt to total market capitalization of 50% or less. As
of June 30, 2002, the Company's level of debt to total market capitalization was
28%. In addition, the Company intends to maintain strong debt service coverage
and fixed charge coverage ratios as part of its commitment to maintaining its
investment-grade debt ratings. As of June 30, 2002, the Company had a debt
service coverage ratio of 3.9 times and a fixed charge coverage ratio of 3.3
times. The Company may, from time to time, seek to obtain funds through
additional equity offerings, unsecured debt financings and/or mortgage
financings and other debt and equity alternatives in a manner consistent with
its intention to operate with a conservative debt structure.
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
for its expansion needs. Since the IPO, the Company has completed additional
offerings of its public unsecured debt and equity, raising in the aggregate over
$2.4 billion for the purposes of, among other things, repaying indebtedness,
acquiring interests in neighborhood and community shopping centers, funding
ground-up development projects, expanding and improving properties in the
portfolio and other investments.
The Company has a $250.0 million unsecured revolving credit facility,
which is scheduled to expire in August 2003. This credit facility has made
available funds to both finance the purchase of properties and meet any
short-term working capital requirements. As of June 30, 2002, there was $140.0
million outstanding under this credit facility. During July 2002, the Company
further enhanced its liquidity position by establishing an additional $150.0
million unsecured revolving credit facility, which is scheduled to expire in
January 2003. Under the terms of this credit facility, funds may be borrowed for
general corporate purposes.
7
The Company has a $200.0 million 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.
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 June 30, 2002, the Company had over 380 unencumbered property
interests in its portfolio.
During May 2001, the Company filed a shelf registration statement on
Form S-3 for up to $750.0 million of debt securities, preferred stock,
depositary shares, common stock and common stock warrants. As of June 30, 2002,
the Company had $625.7 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 increased investment in properties
and other real estate related opportunities, growth in operating income from 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 and
other investments as suitable opportunities arise, and such other factors as the
Board of Directors considers appropriate.
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, availability under its revolving credit
facilities, 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 were $144.4 million for the six months ended June 30,
2002, as compared to $148.0 million for the corresponding period ended June 30,
2001.
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
debt.
8
New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 142, Goodwill and Other
Intangible Assets ("FASB No. 142"). This statement addresses financial
accounting and reporting for intangible assets acquired, goodwill and other
intangible assets after their acquisition. This statement requires that goodwill
and intangible assets that have indefinite useful lives will not be amortized
but rather will be tested at least annually for impairment. In addition, FASB
No. 142 requires disclosures about the carrying amount of and changes in
goodwill from period to period. Goodwill and intangible assets acquired after
June 30, 2001 will be subject immediately to the provisions of this statement.
The provisions are effective for fiscal years beginning after December 15, 2001.
The impact of adopting this statement did not have a material impact on the
Company's financial position or results of operations.
In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supercedes SFAS No. 121. FASB
No. 144 requires that long-lived assets that are to be disposed of by sale be
measured at the lower of book value or fair value less cost to sell. FASB No.
144 retains the requirements of SFAS No. 121 regarding impairment loss
recognition and measurement. In addition, it requires that one accounting model
be used for long-lived assets to be disposed of by sale and broadens the
presentation of discontinued operations to include more disposal transactions.
FASB No. 144 is effective for fiscal years beginning after December 15, 2001.
The impact of adopting this statement did not have a material impact on the
Company's financial position or results of operations.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB No. 4,
44, and 64, Amendment of FASB No. 13 and Technical Corrections ("FASB No. 145").
This statement eliminates the requirement to report gains and losses from
extinguishment of debt as extraordinary unless they meet the criteria of APB
Opinion 30. Debt extinguishments that were classified as extraordinary in prior
periods presented that do not meet the criteria of APB Opinion 30 shall be
reclassified. FASB No. 145 is effective for fiscal years beginning after May 15,
2002. The impact of the adoption of FASB No. 145 is not expected to have a
material impact on the Company's financial position or results of operations.
9
Forward-Looking Statements
This quarterly report on Form 10-Q, together with other statements and
information publicly disseminated by the Company 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 the Company's
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) the
inability of major tenants to continue paying their rent obligations due to
bankruptcy, insolvency or general downturn in their business, (iii) financing
risks, such as the inability to obtain equity or debt financing on favorable
terms, (iv) changes in governmental laws and regulations, (v) the level and
volatility of interest rates, (vi) the availability of suitable acquisition
opportunities and (vii) increases in operating costs. Accordingly, there is no
assurance that the Company's expectations will be realized.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As of June 30, 2002, the Company had approximately $367.2 million of
floating-rate debt outstanding, including $140.0 million on its unsecured
revolving credit facility. The interest rate risk on $210.0 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-party 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 $157.2 million of floating-rate debt is not
material to the Company or its overall capitalization.
As of June 30, 2002, the Company had Canadian investments in marketable
securities in the amount of $31.2 million Canadian dollars ("CAD")
(approximately USD $20.5 million) and in real estate in the amount of CAD $111.1
million (approximately USD $73.1 million). The foreign currency exchange risk
has been mitigated through the use of foreign currency forward contracts in the
amount of CAD $140.3 million (the "Forward Contracts") with major financial
institutions. The Company is exposed to credit risk in the event of
non-performance by the counter-party to the Forward Contracts. The Company
believes it mitigates its credit risk by entering into the Forward Contracts
with major financial institutions.
10
The Company has not, and does not plan to, enter into any derivative
financial instruments for trading or speculative purposes. As of June 30, 2002,
the Company had no other material exposure to market risks.
11
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
June 30, December 31,
2002 2001
--------------- ---------------
Assets:
Operating real estate, net of accumulated depreciation
of $488,962 and $452,878, respectively $ 2,552,285 $ 2,543,956
Real estate under development 238,322 204,530
Investment and advances in KIR 168,910 170,641
Investments and advances in other real estate joint ventures 176,804 98,527
Mortgages and other financing receivables 130,017 53,611
Investments in retail store leases 9,003 9,885
Cash and cash equivalents 27,459 93,847
Marketable securities 87,459 82,997
Accounts and notes receivable 56,471 48,074
Other assets 99,797 78,711
--------------- ---------------
$ 3,546,527 $ 3,384,779
=============== ===============
Liabilities:
Notes payable $ 1,175,250 $ 1,035,250
Mortgages payable 301,807 292,829
Other liabilities, including minority interests in partnerships 163,991 166,616
--------------- ---------------
1,641,048 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 104,493,665 and 103,352,570 shares, respectively 1,045 1,034
Paid-in capital 1,982,650 1,976,442
Cumulative distributions in excess of net income (89,007) (93,131)
--------------- ---------------
1,895,588 1,885,337
Accumulated other comprehensive income 12,422 7,310
Notes receivable from officer stockholders (2,531) (2,563)
--------------- ---------------
1,905,479 1,890,084
--------------- ---------------
$ 3,546,527 $ 3,384,779
=============== ===============
The accompanying notes are an integral part of these
condensed consolidated financial statements.
12
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months ended June 30, 2002 and 2001
(in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------- -----------------------------------
2002 2001 2002 2001
Revenues from rental property $ 115,478 $ 117,735 $ 231,319 $ 239,205
--------------- --------------- --------------- ---------------
Rental property expenses:
Rent 3,545 3,518 7,051 6,973
Real estate taxes 16,844 14,040 32,890 28,376
Interest 22,461 22,551 44,250 45,269
Operating and maintenance 11,785 10,713 24,116 26,087
Depreciation and amortization 19,138 18,910 37,965 37,102
--------------- --------------- --------------- ---------------
73,773 69,732 146,272 143,807
--------------- --------------- --------------- ---------------
Income from rental property 41,705 48,003 85,047 95,398
Income from investment in retail store leases 208 855 517 1,827
--------------- --------------- --------------- ---------------
41,913 48,858 85,564 97,225
Equity in income of KIR 4,211 3,010 7,808 5,923
Equity in income of other real estate joint
ventures, net 7,107 1,766 14,133 3,223
Minority interests in income of partnerships, net (268) (696) (476) (1,138)
Management and other fee income 4,156 2,072 7,502 4,236
Interest, dividends and other investment income 13,189 7,767 21,382 12,892
Other income, net 13 9 3,884 798
General and administrative expenses (7,660) (6,636) (15,192) (14,427)
--------------- --------------- --------------- ---------------
Income from continuing operations before gain
on sale of shopping center properties and
income taxes 62,661 56,150 124,605 108,732
Gain on sale of operating property -- 3,040 -- 3,040
Gain on sale of development properties -- 824 4,280 6,216
--------------- --------------- --------------- ---------------
Income from continuing operations before
income taxes 62,661 60,014 128,885 117,988
Provision for income taxes (2,150) (680) (7,500) (2,617)
--------------- --------------- --------------- ---------------
Income from continuing operations 60,511 59,334 121,385 115,371
Discontinued operations:
Income/(loss) from discontinued operations (2) 18 18 35
Gain on sale of operating property 546 -- 546 --
--------------- --------------- --------------- ---------------
Income from discontinued operations 544 18 564 35
--------------- --------------- --------------- ---------------
Net income 61,055 59,352 121,949 115,406
Preferred stock dividends (4,609) (6,570) (9,219) (13,140)
--------------- --------------- --------------- ---------------
Net income applicable to common shares $ 56,446 $ 52,782 $ 112,730 $ 102,266
=============== =============== =============== ===============
Per common share:
Income from continuing operations
Basic $ 0.54 $ 0.55 $ 1.07 $ 1.07
=============== =============== =============== ===============
Diluted $ 0.53 $ 0.55 $ 1.06 $ 1.06
=============== =============== =============== ===============
Net income
Basic $ 0.54 $ 0.55 $ 1.08 $ 1.07
=============== =============== =============== ===============
Diluted $ 0.54 $ 0.55 $ 1.07 $ 1.06
=============== =============== =============== ===============
The accompanying notes are an integral part of these
condensed consolidated financial statements.
13
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months ended June 30, 2002 and 2001
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------- -----------------------------------
2002 2001 2002 2001
--------------- --------------- --------------- ---------------
Net income $ 61,055 $ 59,352 $ 121,949 $ 115,406
--------------- --------------- --------------- ---------------
Other comprehensive income:
Unrealized gain on marketable securities 2,753 3,874 1,009 5,927
Unrealized gain (loss) on interest rate swaps 1,285 (119) 2,533 (3,294)
Unrealized gain on foreign currency forward
contracts 458 -- 400 --
Unrealized gain on warrants 881 -- 1,170 --
--------------- --------------- --------------- ---------------
Other comprehensive income 5,377 3,755 5,112 2,633
--------------- --------------- --------------- ---------------
Comprehensive income $ 66,432 $ 63,107 $ 127,061 $ 118,039
=============== =============== =============== ===============
The accompanying notes are an integral part of these
condensed consolidated financial statements.
14
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months ended June 30, 2002 and 2001
(in thousands)
2002 2001
--------------- ---------------
Cash flow provided by operations $ 144,353 $ 148,048
--------------- ---------------
Cash flow from investing activities:
Acquisition of and improvements to operating real estate (44,579) (26,645)
Acquisition of and improvements to real estate under development (41,559) (58,465)
Investment in marketable securities (32,024) (7,883)
Proceeds from sale of marketable securities 37,939 22,294
Investment in KIR -- (6,500)
Investments and advances to real estate joint ventures (100,686) (31,374)
Reimbursements of advances to real estate joint ventures 9,016 24,824
Investment in joint ventures -- (1,257)
Reimbursement of advances to joint ventures 1,382 --
Investments and advances to affiliated companies -- (100)
Redemption of minority interests in real estate partnerships -- (4,925)
Investment in mortgage loan receivables (82,102) --
Collection of mortgage loan receivables 7,276 5,952
Investment in leveraged lease (3,968) --
Proceeds from sale of operating properties -- 40,966
Proceeds from sale of development properties 13,138 33,597
--------------- ---------------
Net cash flow used for investing activities (236,167) (9,516)
--------------- ---------------
Cash flow from financing activities:
Principal payments on debt, excluding normal
amortization of rental property debt -- (4,587)
Principal payments on rental property debt (3,032) (2,479)
Proceeds from mortgage financing 11,200 51,230
Borrowings under revolving credit facility 140,000 10,000
Repayment of borrowings under revolving credit facility -- (55,000)
Payment of unsecured obligation (11,300) --
Dividends paid (117,676) (104,333)
Proceeds from issuance of stock 6,234 30,833
--------------- ---------------
Net cash flow provided by/(used for) financing activities 25,426 (74,336)
--------------- ---------------
Change in cash and cash equivalents (66,388) 64,196
Cash and cash equivalents, beginning of period 93,847 19,097
--------------- ---------------
Cash and cash equivalents, end of period $ 27,459 $ 83,293
=============== ===============
Interest paid during the period $ 44,116 $ 44,743
=============== ===============
Income taxes paid during the period $ 2,890 $ 3,000
=============== ===============
Supplemental schedule of noncash investing/financing activities:
Acquisition of real estate interest by assumption of mortgage debt $ 3,477 $ 5,900
=============== ===============
Disposition of real estate interest by assignment of mortgage debt $ 2,667 $ --
=============== ===============
Proceeds held in escrow from sale of real estate interest $ 501 $ 5,800
=============== ===============
Investment in real estate joint ventures by issuance of stock
and contribution of property $ -- $ 3,420
=============== ===============
Notes received upon exercise of stock options $ 528 $ 100
=============== ===============
Declaration of dividends paid in succeeding period $ 57,493 $ 51,253
=============== ===============
The accompanying notes are an integral part of these
condensed consolidated financial statements.
15
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
------------
1. Interim Financial Statements
Principles of Consolidation -
The accompanying Condensed Consolidated Financial Statements include
the accounts of Kimco Realty Corporation (the "Company"), its subsidiaries, all
of which are wholly owned, and all partnerships in which the Company has a
controlling interest. The information furnished is unaudited and reflects all
adjustments which are, in the opinion of management, necessary to reflect a fair
statement of the results for the interim periods presented, and all such
adjustments are of a normal recurring nature. These Condensed Consolidated
Financial Statements should be read in conjunction with the financial statements
included in the Company's Annual Report on Form 10-K.
Certain 2001 amounts have been reclassified to conform to the 2002
financial statement presentation.
Income Taxes -
The Company and its qualified REIT 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. However, in connection with the Tax Relief Extension Act of
1999, which became effective January 1, 2001, the Company is now permitted to
participate in certain activities which it was previously precluded from in
order to maintain its qualification as a REIT, so long as these activities are
conducted in entities which elect to be treated as taxable REIT subsidiaries
under the Code. As such, the Company will be subject to federal and state income
taxes on the income from these activities. During the six months ended June 30,
2002, the Company's provision for federal and state income taxes was
approximately $7.5 million relating to activities conducted in its taxable REIT
subsidiaries.
16
Earnings Per Share -
On October 24, 2001, the Company's Board of Directors declared a
three-for-two split (the "Stock Split") of the Company's common stock which was
effected in the form of a stock dividend paid on December 21, 2001 to
stockholders of record on December 10, 2001. All share and per share data
included in the accompanying Condensed Consolidated Financial Statements and
Notes thereto have been adjusted to reflect this Stock Split.
The following table sets forth the reconciliation of earnings and the
weighted average number of shares used in the calculation of basic and diluted
earnings per share (amounts presented in thousands, except per share data):
Three Months Ended June 30, Six Months Ended June 30,
2002 2001 2002 2001
--------------- --------------- --------------- ---------------
Computation of Basic Earnings Per Share:
Income from continuing operations
applicable to common shares $ 55,902 $ 52,764 $ 112,166 $ 102,231
Income from discontinued operations 544 18 564 35
--------------- --------------- --------------- ---------------
Net income applicable to common shares $ 56,446 $ 52,782 $ 112,730 $ 102,266
Weighted average common shares
outstanding 104,413 95,687 104,356 95,325
Basic Earnings Per Share:
Income from continuing operations $ 0.54 $ 0.55 $ 1.07 $ 1.07
Income from discontinued operations -- -- 0.01 --
--------------- --------------- --------------- ---------------
Net income $ 0.54 $ 0.55 $ 1.08 $ 1.07
=============== =============== =============== ===============
17
Three Months Ended June 30, Six Months Ended June 30,
2002 2001 2002 2001
--------------- --------------- --------------- ---------------
Computation of Diluted Earnings Per Share:
Income from continuing operations
applicable to common shares $ 55,902 $ 52,764 $ 112,166 $ 102,231
Dividends on Class D Convertible
Preferred Stock -- 1,960 -- 3,921
--------------- --------------- --------------- ---------------
Income from continuing operations for
diluted earnings per share 55,902 54,724 112,166 106,152
Income from discontinued operations 544 18 564 35
--------------- --------------- --------------- ---------------
Net income for diluted earnings per share $ 56,446 $ 54,742 $ 112,730 $ 106,187
Weighted average common shares
outstanding - Basic 104,413 95,687 104,356 95,325
Effect of dilutive securities:
Stock options 1,093 910 1,073 980
Assumed conversion of Class D Preferred
Stock to common stock -- 3,897 8 3,897
--------------- --------------- --------------- ---------------
Shares for diluted earnings per share 105,506 100,494 105,437 100,202
Diluted Earnings Per Share:
Income from continuing operations $ 0.53 $ 0.55 $ 1.06 $ 1.06
Income from discontinued operations 0.01 -- 0.01 --
--------------- --------------- --------------- ---------------
Net income $ 0.54 $ 0.55 $ 1.07 $ 1.06
=============== =============== =============== ===============
New Accounting Pronouncements -
In July 2001, the Financial Accounting Standard Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 142, Goodwill and Other
Intangible Assets ("FASB No. 142"). This statement addresses financial
accounting and reporting for intangible assets acquired, goodwill and other
intangible assets after their acquisition. This statement requires that goodwill
and intangible assets that have indefinite useful lives will not be amortized
but rather will be tested at least annually for impairment. In addition, FASB
No. 142 requires disclosures about the carrying amount of and changes in
goodwill from period to period. Goodwill and intangible assets acquired after
June 30, 2001 will be subject immediately to the provisions of this statement.
The provisions are effective for fiscal years beginning after December 15, 2001.
The adoption of FASB No. 142 did not have a material impact on the Company's
financial position or results of operations.
18
In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("FASB No. 144"), which supercedes
SFAS No. 121. FASB No. 144 requires that long-lived assets that are to be
disposed of by sale be measured at the lower of book value or fair value less
cost to sell. FASB No. 144 retains the requirements of SFAS No. 121 regarding
impairment loss recognition and measurement. In addition, it requires that one
accounting model be used for long-lived assets to be disposed of by sale and
broadens the presentation of discontinued operations to include more disposal
transactions. FASB No. 144 is effective for fiscal years beginning after
December 15, 2001. The adoption of FASB No. 144 did not have a material impact
on the Company's financial position or results of operations.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB No. 4,
44, and 64, Amendment of FASB No. 13 and Technical Corrections ("FASB No. 145").
This statement eliminates the requirement to report gains and losses from
extinguishment of debt as extraordinary unless they meet the criteria of APB
Opinion 30. Debt extinguishments that were classified as extraordinary in prior
periods presented that do not meet the criteria of APB Opinion 30 shall be
reclassified. FASB No. 145 is effective for fiscal years beginning after May 15,
2002. The impact of the adoption of FASB No. 145 is not expected to have a
material impact on the Company's financial position or results of operations.
2. Operating Properties Activities
During April 2002, the Company acquired three operating properties
located in Columbia, MD, comprising approximately 0.2 million square feet of
gross leasable area ("GLA"), for an aggregate purchase price of approximately
$15.4 million.
During May 2002, the Company acquired a property located in
Springfield, MO, for an aggregate purchase price of approximately $4.3 million,
including the assumption of approximately $3.5 million in mortgage debt.
During the six months ended June 30, 2002, the Company disposed of one
operating property in Massapequa, NY for a sales price of approximately $4.1
million, including the assignment of approximately $2.7 million of mortgage
debt. Gain on sale of this property was approximately $0.5 million. Cash
proceeds from this disposition were used to acquire an exchange shopping center
property located in Springfield, MO during May 2002. In accordance with FASB No.
144, the operations and gain on sale of the property have been included in the
caption Discontinued Operations on the Condensed Consolidated Statements of
Income.
19
3. Kimco Developers, Inc. ("KDI")
Effective January 1, 2001, the Company elected taxable REIT subsidiary
status for its wholly-owned development subsidiary, KDI. During the six months
ended June 30, 2002, KDI acquired four land parcels, in separate transactions,
for the ground-up development of shopping centers and subsequent sale thereof
upon completion for an aggregate purchase price of approximately $10.4 million.
During the six months ended June 30, 2002, KDI sold its recently
completed project in Miamisburg, OH and three out-parcels, in separate
transactions, for approximately $13.1 million, which resulted in net gains of
approximately $2.6 million after provision for income taxes of approximately
$1.7 million.
4. Investment and Advances in KIR
During 1998, the Company formed Kimco Income REIT ("KIR"), a limited
partnership established to invest in high quality retail properties financed
primarily through the use of individual non-recourse mortgages. 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 six months ended June 30, 2002 and 2001, was approximately
$7.8 million and $5.9 million, respectively.
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 six months ended June 30, 2002 and 2001, the Company earned
management fees of approximately $2.1 million and $1.4 million, respectively.
As of June 30, 2002 the KIR portfolio was comprised of 66 properties
aggregating 12.7 million square feet of GLA located in 20 states.
5. Investments and Advances in Other Real Estate Joint Ventures
Ward Venture -
During March 2001, the Company, through a taxable REIT subsidiary,
formed a joint venture (the "Ward Venture") in which the Company has a 50%
interest, for purposes of acquiring asset designation rights for substantially
all of the real estate property interests of the bankrupt estate of Montgomery
Ward LLC and its affiliates. These asset designation rights have provided the
Ward Venture the ability to direct the ultimate disposition of the 315 fee and
leasehold interests held by the bankrupt estate, of which 296 transactions have
been completed to date. The asset designation rights expired in June 2002 for
the leasehold positions and will expire in December 2004 for the fee owned
locations. During the marketing period, the Ward Venture is responsible for all
carrying costs associated with the properties until the site is designated to a
user. During the six months ended June 30, 2002, the Ward Venture completed
transactions on 25 properties, and the Company has recognized net profits of
approximately $4.6 million after provision for income taxes. The pre-tax profits
from the Ward Venture of approximately $7.6 million are included in the
Condensed Consolidated Statements of Income in the caption Equity in income of
other real estate joint ventures, net.
20
RioCan Venture -
During October 2001, the Company formed a joint venture (the "RioCan
Venture") with RioCan Real Estate Investment Trust ("RioCan", Canada's largest
publicly traded REIT measured by GLA) in which the Company has a 50% interest,
to acquire retail properties and development projects in Canada. The
acquisitions and development projects are to be sourced and managed by RioCan
and are subject to review and approval by a joint oversight committee consisting
of RioCan management and the Company's management personnel. During the six
months ended June 30, 2002, the RioCan Venture acquired 12 shopping center
properties, in separate transactions, for an aggregate purchase price of
approximately $345.1 million Canadian dollars ("CAD") (approximately USD $218.3
million) including the assumption of approximately CAD $187.8 million
(approximately USD $118.7 million) in non-recourse mortgage debt encumbering
seven of the properties. During the six months ended June 30, 2002, the Company
recognized equity in income of the RioCan Venture of approximately $2.6 million.
KROP Venture -
During October 2001, the Company formed the Kimco Retail Opportunity
Fund ("KROP"), a joint venture with GE Capital Real Estate ("GECRE"), in which
the Company has a 20% interest. The purpose of this joint venture is to acquire
established, high-growth potential retail properties in the United States. The
initial funding for this venture consists of an equity pool of up to $250.0
million, provided $50.0 million by the Company and $200.0 million by GECRE. The
Company will be responsible for the day-to-day management, redevelopment and
leasing of the properties acquired and will be paid fees for those services. In
addition, the Company will earn fees related to the acquisition and disposition
of the properties by KROP. Capital contributions will only be required as
suitable opportunities arise and are agreed to by the Company and GECRE.
During April 2002, KROP acquired a portfolio of nine shopping center
properties located in Columbia, MD for an aggregate purchase price of
approximately $107.5 million, including the assumption of approximately $10.4
million in non-recourse mortgage debt encumbering one of the properties. During
June 2002, KROP obtained floating-rate non-recourse mortgage debt totaling $73.0
million at an interest rate of Libor plus 1.80% (initially 3.64%) for a term of
five years. For the quarter ended June 30, 2002, the Company recognized equity
in income of KROP of approximately $0.2 million. Additionally, during the three
months ended June 30, 2002, the Company earned management and acquisition fees
of approximately $1.3 million.
21
Other -
During the six months ended June 30, 2002, the Company acquired five
former Service Merchandise locations, in separate transactions, through a joint
venture in which the Company has a 42.5% interest. These properties were
purchased for an aggregate purchase price of approximately $19.2 million. The
joint venture has signed leases for four of these locations and is actively
negotiating with other retailers to lease the remaining location.
6. Investment in Retail Store Leases
Income from the investment in retail store leases for the six months
ended June 30, 2002 and 2001 represents sublease revenues of approximately $7.1
million and $8.7 million, respectively, less related expenses of $5.9 million
and $6.2 million, respectively, and amounts, which in management's estimation,
reasonably provide for the recovery of the investment over a period representing
the expected remaining term of the retail store leases.
7. Other Investments
During the six months ended June 30, 2002, the Company provided an
aggregate $81.7 million in mortgage financings, in separate transactions, to
four regional retailers. These loans are collateralized with first mortgage
liens on real estate owned by the retailers. The loans bear interest at rates
ranging from 10.25% to 14.0% per annum and have maturities ranging from three to
ten years.
During June 2002, the Company acquired a 90% equity participant
interest in an existing leveraged lease of 30 properties. The properties are
leased under a long-term bond-type net lease whose primary term expires in 2016,
with the lessee having certain renewal option rights. The Company's cash equity
investment was approximately $4.0 million. This equity investment is reported as
a net investment in leveraged lease in accordance with SFAS No. 13 (as amended).
The net investment in leveraged lease reflects the original cash investment
adjusted by remaining net rentals, estimated residual value, unearned and
deferred income, and deferred taxes relating to the investment.
The underlying real estate assets were encumbered at June 30, 2002 by
third-party non-recourse debt of approximately $97.3 million that is scheduled
to fully amortize during the primary term of the lease from a portion of the
periodic net rents receivable under the net lease. As an equity participant in
the leveraged lease, the Company has no general obligation for principal or
interest payments on the debt, which is collateralized by a first mortgage lien
on the properties and a collateral assignment of the lease. Accordingly, this
debt has been offset against the related net rental receivable under the lease.
22
8. Financial Instruments - Derivatives and Hedging
The Company is exposed to the effect of changes in interest rates,
foreign currency exchange rate fluctuations and market value fluctuations of
equity securities. The Company limits these risks by following established risk
management policies and procedures including the use of derivatives.
The principal financial instruments currently used by the Company are
interest rate swaps, foreign currency exchange forward contracts and warrant
contracts. The Company, from time to time, hedges the future cash flows of its
floating-rate debt instruments to reduce exposure to interest rate risk
principally through interest rate swaps with major financial institutions. The
Company has interest rate swap agreements on its $110.0 million floating-rate
medium-term note and on its $100.0 million floating-rate remarketed reset notes,
which have been designated and qualified as cash flow hedges. The Company has
determined that these swap agreements are highly effective in offsetting future
variable interest cash flows related to the Company's debt portfolio. For the
six months ended June 30, 2002, the change in the fair value of the interest
rate swaps was a gain of approximately $2.5 million which was recorded in Other
Comprehensive Income ("OCI"), a component of stockholders' equity, with a
corresponding liability reduction for the same amount.
As of June 30, 2002, the Company had foreign currency forward contracts
on its Canadian investment in marketable securities in the amount of
approximately CAD $31.2 million (approximately USD $20.5 million). The Company
has designated these foreign currency forward contracts as fair value hedges.
The Company expects these forward contracts to be highly effective in limiting
its exposure to the variability in the fair value of its Canadian investment as
it relates to changes in the exchange rate. The gain or loss on these forward
contracts will be recognized currently in earnings and the gain or loss on the
Canadian investment attributable to changes in the exchange rate will be
recognized currently in earnings and shall adjust the carrying amount of the
hedged investment.
During 2001, the Company acquired warrants to purchase the common stock
of a Canadian REIT. The Company has designated the warrants as a cash flow hedge
of the variability in expected future cash outflows upon purchasing the common
stock. The Company has determined the hedged cash outflow is probable and
expected to occur prior to the expiration date of the warrants. The Company has
determined that the warrants are fully effective. For the six months ended June
30, 2002, the change in fair value of the warrants was a gain of approximately
$1.2 million which was recorded in OCI with a corresponding asset for the same
amount.
23
As of June 30, 2002, the Company had foreign currency forward contracts
on its Canadian investments in real estate for an aggregate amount of
approximately CAD $109.1 million (approximately USD $71.8 million). The Company
has designated these foreign currency forward contracts as hedges of the foreign
currency exposure of its net investment in Canadian real estate operations. The
Company believes that these forward contracts are highly effective in reducing
the exposure to fluctuations in the exchange rate. The gains and losses on these
net investment hedges are recorded in OCI with a corresponding asset or
liability for the same amount. Similarly, the foreign currency translation gains
and losses on these Canadian investments attributable to changes in the exchange
rate will also be recorded in OCI.
The following table summarizes the notional values and fair values of
the Company's derivative financial instruments as of June 30, 2002:
Fair Value
Hedge Type Notional Value Rate Maturity (in millions)
---------- -------------- ---- -------- -------------
Interest rate swaps - $210.0 million 2.35% - 8/02 ($1.4)
cash flow 6.615%
Foreign currency forwards - fair CAD $31.2 million 1.5610 9/02 - ($0.6)
value -1.5918 5/05
Warrants - cash flow 2,500,000 shares of CAD 9/06 $3.6
common stock $11.02
Foreign currency forwards - net CAD $109.1 million 1.5422 - 9/02 - ($2.1)
investment 1.6090 6/05
As of June 30, 2002, these derivative instruments were reported at
their fair value as other liabilities of $4.1 million and other assets of $3.6
million. During the next 12 months, the Company expects to reclassify to
earnings as expense approximately $1.4 million of the current balance in
accumulated OCI primarily related to the fair value of the interest rate swaps.
9. Tenant Concentration
On January 22, 2002, Kmart Corporation ("Kmart") filed for protection
under Chapter 11 of the U.S. Bankruptcy Code. As of the filing date, Kmart
occupied 69 locations (excluding the KIR portfolio which includes six Kmart
locations), representing 12.6% of the Company's annualized base rental revenues
and 13.3% of the Company's total shopping center GLA. As of June 30, 2002, Kmart
rejected its leases at 27 locations, which represent approximately $29.5 million
of annualized base rental revenues and approximately 2.8 million square feet of
GLA. As of June 30, 2002, Kmart represented 5.7% of annualized base rents and
8.5% of leased GLA. The Company previously encumbered seven of these rejected
locations with individual non-recourse mortgage loans representing $5.6 million
in annualized interest expense.
24
The Company has currently leased or is under agreement to lease 10 of
these locations, has terminated one ground lease location and has received
offers to purchase four of these sites. The Company is reviewing the offers
received and is actively marketing the remaining locations to prospective
tenants, however, no assurances can be provided that these locations will be
leased in the near term or at comparable rents previously paid by Kmart.
The Company generally will have the right to file claims in connection
with these rejected leases for lost rent equal to three years of rental
obligations as well as other amounts related to obligations under the leases.
Actual amounts to be received in satisfaction of these claims will be subject to
Kmart's final plan of reorganization and the availability of funds to pay
creditors such as the Company.
10. Pro Forma Financial Information
As discussed in Note 2, the Company and certain of its affiliates
acquired and disposed of interests in certain operating properties during the
six months ended June 30, 2002. The pro forma financial information set forth
below is based upon the Company's historical Condensed Consolidated Statements
of Income for the six months ended June 30, 2002 and 2001, adjusted to give
effect to these transactions as of January 1, 2001.
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 as of January 1, 2001, nor does it
purport to represent the results of future operations. (Amounts presented in
millions, except per share figures).
Six Months Ended June 30,
2002 2001
-------- --------
Revenues from rental property $ 232.0 $ 240.6
Net income $ 121.6 $ 115.9
Net income per common share:
Basic $ 1.08 $ 1.08
======== ========
Diluted $ 1.07 $ 1.07
======== ========
25
PART II
OTHER INFORMATION
Item 1. 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 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
In connection with the Annual Meeting of Stockholders held on May 14,
2002 (the "Meeting"), stockholders were asked to vote with respect to (I) the
election of Directors to serve for the ensuing year.
A total of 77,854,850 votes were cast regarding Proposal I as follows:
Proposal I - Election of Directors
Votes For Against
----- --- -------
Nominees:
---------
Martin S. Kimmel 77,854,850 75,078,071 2,776,779
Milton Cooper 77,854,850 75,802,101 2,052,749
Richard G. Dooley 77,854,850 75,207,325 2,647,525
Joe Grills 77,854,850 75,108,525 2,746,325
David B. Henry 77,854,850 75,935,631 1,919,219
Michael J. Flynn 77,854,850 75,776,997 2,077,853
Frank Lourenso 77,854,850 75,111,333 2,743,517
Item 5. Other Information
Not Applicable
26
Item 6. Exhibits and Reports on Form 8-K
Exhibits -
4.1 Agreement to File Instruments
Kimco Realty Corporation (the "Registrant") hereby agrees to file with
the Securities and Exchange Commission, upon request of the Commission, all
instruments defining the rights of holders of long-term debt of the Registrant
and its consolidated subsidiaries, and for any of its unconsolidated
subsidiaries for which financial statements are required to be filed, and for
which the total amount of securities authorized thereunder does not exceed 10
percent of the total assets of the Registrant and its subsidiaries on a
consolidated basis.
Form 8-K -
A current report on Form 8-K was filed on May 29, 2002 to disclose that
on December 3, 2001, the Company had named the Bank of New York as its Stock
Transfer Agent and Plan Administrator for its Dividend Reinvestment and Direct
Stock Purchase Plan.
27
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 thereunto duly authorized.
KIMCO REALTY CORPORATION
August 13, 2002 /s/ Milton Cooper
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(Date) Milton Cooper
Chairman of the Board
August 13, 2002 /s/ Michael V. Pappagallo
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(Date) Michael V. Pappagallo
Chief Financial Officer
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