filings.toolsItem 8. , ITEM 15 (a) (1) and (2)
302K characters. Original on sec.gov · Markdown
Item 8. , ITEM 15 (a) (1) and (2)
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
| Form 10-K Page | ||
| KIMCO REALTY CORPORATION AND SUBSIDIARIES | ||
| Report of Independent Registered Public Accounting Firm | 43 | |
| Consolidated Financial Statements and Financial Statement Schedules: | ||
| Consolidated Balance Sheets as of December 31, 2019 and 2018 | 44 | |
| Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017 | 45 | |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017 | 46 | |
| Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 2018 and 2017 | 47 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 | 48 | |
| Notes to Consolidated Financial Statements | 49 | |
| Financial Statement Schedules: | ||
| II. | Valuation and Qualifying Accounts years ended December 31, 2019, 2018 and 2017 | 88 |
| III. | Real Estate and Accumulated Depreciation as of December 31, 2019 | 89 |
| IV. | Mortgage Loans on Real Estate as of December 31, 2019 | 90 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
of Kimco Realty Corporation:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1), and the financial statement schedules listed in the index appearing under Item 15(a)(2), of Kimco Realty Corporation and its subsidiaries (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Property Carrying Values
As described in Notes 1, 6 and 15 to the consolidated financial statements, management continuously assesses whether there are any indicators, including property operating performance, changes in anticipated holding period, general market conditions, and delays of development, that the value of the Company’s real estate assets may be impaired. To the extent management determines an impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset. Management estimates fair values primarily based upon estimated sales prices from signed contracts or letters of intent from third parties, discounted cash flow models, or third party appraisals. Management’s estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period, capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. The consolidated real estate balance, net of accumulated depreciation and amortization, was $9.2 billion as of December 31, 2019, with $48.7 million of impairment recorded for the year.
The principal considerations for our determination that performing procedures relating to the impairment of property carrying values is a critical audit matter are (i) there was significant judgment used by management when developing the discount rates and capitalization rates used in the discounted cash flow models to determine the fair value measurement related to the real estate impairment assessment, which in turn led to a high degree of auditor judgment and subjectivity in applying audit procedures related to the evaluation of discount and capitalization rates, (ii) significant audit effort was necessary in evaluating the discount rates and capitalization rates and discounted cash flow models used to estimate the fair value of certain properties, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the impairment of property carrying values, including controls over the development of significant inputs and assumptions used to determine the fair value of the properties. These procedures included, among others, evaluating the discounted cash flow model, testing the completeness, accuracy and relevance of significant inputs, and evaluating the assumptions used by management when developing the fair value measurement, including the discount rates and capitalization rates. Evaluating the discount rate and capitalization rate assumptions involved evaluating whether the assumptions were reasonable considering comparable market data, including consideration of geography and quality of the property. Professionals with specialized skill and knowledge were used, as applicable, to assist in evaluating the reasonableness of certain significant assumptions used in the Company’s cash flow projections, including the discount rates and capitalization rates.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 25, 2020
We have served as the Company’s auditor since at least 1991. We have not been able to determine the specific year we began serving as auditor of the Company.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| December 31, 2019 | December 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets: | ||||||||
| Real estate: | ||||||||
| Land | $ | 2,788,155 | $ | 2,822,691 | ||||
| Building and improvements | 8,920,951 | 8,813,115 | ||||||
| Real estate | 11,709,106 | 11,635,806 | ||||||
| Less: accumulated depreciation and amortization | (2,500,053 | ) | (2,385,287 | ) | ||||
| Total real estate, net | 9,209,053 | 9,250,519 | ||||||
| Real estate under development | 220,170 | 241,384 | ||||||
| Investments in and advances to real estate joint ventures | 578,118 | 570,922 | ||||||
| Other real estate investments | 194,400 | 192,123 | ||||||
| Cash and cash equivalents | 123,947 | 143,581 | ||||||
| Accounts and notes receivable, net | 218,689 | 184,528 | ||||||
| Deferred charges and prepaid expenses | 150,330 | 156,155 | ||||||
| Operating lease right-of-use assets, net | 99,125 | - | ||||||
| Other assets | 204,035 | 259,888 | ||||||
| Total assets (1) | $ | 10,997,867 | $ | 10,999,100 | ||||
| Liabilities: | ||||||||
| Notes payable, net | $ | 4,831,759 | $ | 4,381,456 | ||||
| Mortgages and construction loan payable, net | 484,008 | 492,416 | ||||||
| Accounts payable and accrued expenses | 170,082 | 174,903 | ||||||
| Dividends payable | 126,274 | 130,262 | ||||||
| Operating lease liabilities | 92,711 | - | ||||||
| Other liabilities | 346,183 | 385,328 | ||||||
| Total liabilities (2) | 6,051,017 | 5,564,365 | ||||||
| Redeemable noncontrolling interests | 17,943 | 23,682 | ||||||
| Commitments and contingencies (Footnote 19) | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock, $1.00 par value, authorized 7,054,000 shares; undesignated 6,019,240, and 5,996,240 shares, respectively; Issued and outstanding (in series) 19,580, and 42,580 shares, respectively. Aggregate liquidation preference $489,500, and $1,064,500, respectively | 20 | 43 | ||||||
| Common stock, $.01 par value, authorized 750,000,000 shares; issued and outstanding 431,814,951, and 421,388,879 shares, respectively | 4,318 | 4,214 | ||||||
| Paid-in capital | 5,765,233 | 6,117,254 | ||||||
| Cumulative distributions in excess of net income | (904,679 | ) | (787,707 | ) | ||||
| Total stockholders' equity | 4,864,892 | 5,333,804 | ||||||
| Noncontrolling interests | 64,015 | 77,249 | ||||||
| Total equity | 4,928,907 | 5,411,053 | ||||||
| Total liabilities and equity | $ | 10,997,867 | $ | 10,999,100 |
| (1) | Includes restricted assets of consolidated variable interest entities (“VIEs”) at December 31, 2019 and December 31, 2018 of $245,489 and $239,012, respectively. See Footnote 9 of the Notes to Consolidated Financial Statements. | |
|---|---|---|
| (2) | Includes non-recourse liabilities of consolidated VIEs at December 31, 2019 and December 31, 2018 of $153,436 and $143,186, respectively. See Footnote 9 of the Notes to Consolidated Financial Statements. |
The accompanying notes are an integral part of these consolidated financial statements.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | ||||||||||
| Revenues | ||||||||||||
| Revenues from rental properties | $ | 1,142,334 | $ | 1,149,603 | $ | 1,183,785 | ||||||
| Management and other fee income | 16,550 | 15,159 | 17,049 | |||||||||
| Total revenues | 1,158,884 | 1,164,762 | 1,200,834 | |||||||||
| Operating expenses | ||||||||||||
| Rent | (11,311 | ) | (10,929 | ) | (11,145 | ) | ||||||
| Real estate taxes | (153,659 | ) | (153,336 | ) | (157,196 | ) | ||||||
| Operating and maintenance | (171,981 | ) | (164,294 | ) | (169,552 | ) | ||||||
| General and administrative | (96,942 | ) | (87,797 | ) | (91,690 | ) | ||||||
| Provision for doubtful accounts | - | (6,253 | ) | (5,630 | ) | |||||||
| Impairment charges | (48,743 | ) | (79,207 | ) | (67,331 | ) | ||||||
| Depreciation and amortization | (277,879 | ) | (310,380 | ) | (360,811 | ) | ||||||
| Total operating expenses | (760,515 | ) | (812,196 | ) | (863,355 | ) | ||||||
| Gain on sale of properties/change in control of interests | 79,218 | 229,840 | 93,538 | |||||||||
| Operating income | 477,587 | 582,406 | 431,017 | |||||||||
| Other income/(expense) | ||||||||||||
| Other income, net | 11,814 | 13,041 | 2,559 | |||||||||
| Interest expense | (177,395 | ) | (183,339 | ) | (191,956 | ) | ||||||
| Early extinguishment of debt charges | - | (12,762 | ) | (1,753 | ) | |||||||
| Income before income taxes, net, equity in income of joint ventures, net, gain on change in control of joint venture interests and equity in income from other real estate investments, net | 312,006 | 399,346 | 239,867 | |||||||||
| Benefit/(provision) for income taxes, net | 3,317 | (1,600 | ) | 880 | ||||||||
| Equity in income of joint ventures, net | 72,162 | 71,617 | 60,763 | |||||||||
| Gain on change in control of joint venture interests | - | - | 71,160 | |||||||||
| Equity in income of other real estate investments, net | 26,076 | 29,100 | 67,001 | |||||||||
| Net income | 413,561 | 498,463 | 439,671 | |||||||||
| Net income attributable to noncontrolling interests | (2,956 | ) | (668 | ) | (13,596 | ) | ||||||
| Net income attributable to the Company | 410,605 | 497,795 | 426,075 | |||||||||
| Preferred stock redemption charges | (18,528 | ) | - | (7,014 | ) | |||||||
| Preferred dividends | (52,089 | ) | (58,191 | ) | (46,600 | ) | ||||||
| Net income available to the Company's common shareholders | $ | 339,988 | $ | 439,604 | $ | 372,461 | ||||||
| Per common share: | ||||||||||||
| Net income available to the Company's common shareholders: | ||||||||||||
| -Basic | $ | 0.80 | $ | 1.02 | $ | 0.87 | ||||||
| -Diluted | $ | 0.80 | $ | 1.02 | $ | 0.87 | ||||||
| Weighted average shares: | ||||||||||||
| -Basic | 420,370 | 420,641 | 423,614 | |||||||||
| -Diluted | 421,799 | 421,379 | 424,019 |
The accompanying notes are an integral part of these consolidated financial statements.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | ||||||||||
| Net income | $ | 413,561 | $ | 498,463 | $ | 439,671 | ||||||
| Other comprehensive income: | ||||||||||||
| Change in unrealized gains/losses related to available-for-sale securities | - | - | (1,542 | ) | ||||||||
| Change in unrealized value on interest rate swaps | - | 344 | 631 | |||||||||
| Change in foreign currency translation adjustments | - | - | (6,335 | ) | ||||||||
| Other comprehensive income/(loss) | - | 344 | (7,246 | ) | ||||||||
| Comprehensive income | 413,561 | 498,807 | 432,425 | |||||||||
| Comprehensive income attributable to noncontrolling interests | (2,956 | ) | (668 | ) | (13,596 | ) | ||||||
| Comprehensive income attributable to the Company | $ | 410,605 | $ | 498,139 | $ | 418,829 |
The accompanying notes are an integral part of these consolidated financial statements.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2019, 2018 and 2017
(in thousands)
| Cumulative | Accumulated | |||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Distributions in | Other | Total | ||||||||||||||||||||||||||||||||||||||
| Excess of Net | Comprehensive | Preferred Stock | Common Stock | Paid-in | Stockholders' | Noncontrolling | Total | |||||||||||||||||||||||||||||||||
| Income | Income /(Loss) | Issued | Amount | Issued | Amount | Capital | Equity | Interests | Equity | |||||||||||||||||||||||||||||||
| Balance, January 1, 2017 | $ | (676,867 | ) | $ | 5,766 | 32 | $ | 32 | 425,034 | $ | 4,250 | $ | 5,922,958 | $ | 5,256,139 | $ | 146,735 | $ | 5,402,874 | |||||||||||||||||||||
| Contributions/deemed contributions from noncontrolling interests | - | - | - | - | - | - | - | - | 48,877 | 48,877 | ||||||||||||||||||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
| Net income | 426,075 | - | - | - | - | - | - | 426,075 | 13,596 | 439,671 | ||||||||||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains/losses on marketable securities | - | (1,542 | ) | - | - | - | - | - | (1,542 | ) | - | (1,542 | ) | |||||||||||||||||||||||||||
| Change in unrealized value on interest rate swaps | - | 631 | - | - | - | - | - | 631 | - | 631 | ||||||||||||||||||||||||||||||
| Change in foreign currency translation adjustments | - | (6,335 | ) | - | - | - | - | - | (6,335 | ) | - | (6,335 | ) | |||||||||||||||||||||||||||
| Redeemable noncontrolling interests income | - | - | - | - | - | - | - | - | (1,297 | ) | (1,297 | ) | ||||||||||||||||||||||||||||
| Dividends declared to common and preferred shares | (510,545 | ) | - | - | - | - | - | - | (510,545 | ) | - | (510,545 | ) | |||||||||||||||||||||||||||
| Distributions to noncontrolling interests | - | - | - | - | - | - | - | - | (13,995 | ) | (13,995 | ) | ||||||||||||||||||||||||||||
| Issuance of common stock | - | - | - | - | 776 | 8 | (8 | ) | - | - | - | |||||||||||||||||||||||||||||
| Issuance of preferred stock | - | - | 18 | 18 | - | - | 439,401 | 439,419 | - | 439,419 | ||||||||||||||||||||||||||||||
| Surrender of restricted stock | - | - | - | - | (248 | ) | (2 | ) | (5,697 | ) | (5,699 | ) | - | (5,699 | ) | |||||||||||||||||||||||||
| Exercise of common stock options | - | - | - | - | 84 | - | 1,526 | 1,526 | - | 1,526 | ||||||||||||||||||||||||||||||
| Amortization of equity awards | - | - | - | - | - | - | 18,983 | 18,983 | - | 18,983 | ||||||||||||||||||||||||||||||
| Redemption of preferred stock | - | - | (9 | ) | (9 | ) | - | - | (224,991 | ) | (225,000 | ) | - | (225,000 | ) | |||||||||||||||||||||||||
| Redemption/conversion of noncontrolling interests | - | - | - | - | - | - | 592 | 592 | (66,013 | ) | (65,421 | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2017 | (761,337 | ) | (1,480 | ) | 41 | 41 | 425,646 | 4,256 | 6,152,764 | 5,394,244 | 127,903 | 5,522,147 | ||||||||||||||||||||||||||||
| Impact of change in accounting principles | ||||||||||||||||||||||||||||||||||||||||
| ASU 2017-05 (1) | 8,098 | - | - | - | - | - | - | 8,098 | - | 8,098 | ||||||||||||||||||||||||||||||
| ASU 2016-01 (1) | (1,136 | ) | 1,136 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Balance, January 1, 2018, as adjusted | (754,375 | ) | (344 | ) | 41 | 41 | 425,646 | 4,256 | 6,152,764 | 5,402,342 | 127,903 | 5,530,245 | ||||||||||||||||||||||||||||
| Contributions/deemed contributions from noncontrolling interests | - | - | - | - | - | - | - | - | 109 | 109 | ||||||||||||||||||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
| Net income | 497,795 | - | - | - | - | - | - | 497,795 | 668 | 498,463 | ||||||||||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
| Change in unrealized value on interest rate swaps | - | 344 | - | - | - | - | - | 344 | - | 344 | ||||||||||||||||||||||||||||||
| Redeemable noncontrolling interests income | - | - | - | - | - | - | - | - | (373 | ) | (373 | ) | ||||||||||||||||||||||||||||
| Dividends declared to common and preferred shares | (531,127 | ) | - | - | - | - | - | - | (531,127 | ) | - | (531,127 | ) | |||||||||||||||||||||||||||
| Distributions to noncontrolling interests | - | - | - | - | - | - | - | - | (2,663 | ) | (2,663 | ) | ||||||||||||||||||||||||||||
| Issuance of common stock | - | - | - | - | 1,101 | 11 | (11 | ) | - | - | - | |||||||||||||||||||||||||||||
| Issuance of preferred stock | - | - | 2 | 2 | - | - | 33,112 | 33,114 | - | 33,114 | ||||||||||||||||||||||||||||||
| Repurchase of common stock | - | - | - | - | (5,100 | ) | (51 | ) | (75,075 | ) | (75,126 | ) | - | (75,126 | ) | |||||||||||||||||||||||||
| Surrender of restricted stock | - | - | - | - | (300 | ) | (3 | ) | (4,357 | ) | (4,360 | ) | - | (4,360 | ) | |||||||||||||||||||||||||
| Exercise of common stock options | - | - | - | - | 42 | 1 | 591 | 592 | - | 592 | ||||||||||||||||||||||||||||||
| Amortization of equity awards | - | - | - | - | - | - | 16,548 | 16,548 | - | 16,548 | ||||||||||||||||||||||||||||||
| Acquisition/deconsolidation of noncontrolling interests | - | - | - | - | - | - | 1,203 | 1,203 | (48,395 | ) | (47,192 | ) | ||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interests to estimated fair value | - | - | - | - | - | - | (7,521 | ) | (7,521 | ) | - | (7,521 | ) | |||||||||||||||||||||||||||
| Balance, December 31, 2018 | (787,707 | ) | - | 43 | 43 | 421,389 | 4,214 | $ | 6,117,254 | 5,333,804 | 77,249 | 5,411,053 | ||||||||||||||||||||||||||||
| Net Income attributable to the Company | 410,605 | - | - | - | - | - | - | 410,605 | 2,956 | 413,561 | ||||||||||||||||||||||||||||||
| Redeemable noncontrolling interests income | - | - | - | - | - | - | - | - | (358 | ) | (358 | ) | ||||||||||||||||||||||||||||
| Dividends declared to common and preferred shares | (527,577 | ) | - | - | - | - | - | - | (527,577 | ) | - | (527,577 | ) | |||||||||||||||||||||||||||
| Distributions to noncontrolling interests | - | - | - | - | - | - | - | - | (10,638 | ) | (10,638 | ) | ||||||||||||||||||||||||||||
| Issuance of common stock | - | - | - | - | 10,398 | 105 | 200,028 | 200,133 | - | 200,133 | ||||||||||||||||||||||||||||||
| Surrender of restricted common stock | - | - | - | - | (242 | ) | (3 | ) | (4,027 | ) | (4,030 | ) | - | (4,030 | ) | |||||||||||||||||||||||||
| Exercise of common stock options | - | - | - | - | 269 | 2 | 3,878 | 3,880 | - | 3,880 | ||||||||||||||||||||||||||||||
| Amortization of equity awards | - | - | - | - | - | - | 19,083 | 19,083 | - | 19,083 | ||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interests | - | - | - | - | - | - | 3,994 | 3,994 | (5,194 | ) | (1,200 | ) | ||||||||||||||||||||||||||||
| Redemption of preferred stock | - | - | (23 | ) | (23 | ) | - | - | (574,977 | ) | (575,000 | ) | - | (575,000 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2019 | $ | (904,679 | ) | $ | - | 20 | $ | 20 | 431,814 | $ | 4,318 | $ | 5,765,233 | $ | 4,864,892 | $ | 64,015 | $ | 4,928,907 |
| (1) | Represents the impact of change in accounting principles for its respective Accounting Standard Updates ("ASU"). See Footnote 1 of the Notes to the Consolidated Financial Statements for additional disclosure. |
|---|
The accompanying notes are an integral part of these consolidated financial statements.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | ||||||||||
| Cash flow from operating activities: | ||||||||||||
| Net income | $ | 413,561 | $ | 498,463 | $ | 439,671 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 277,879 | 310,380 | 360,811 | |||||||||
| Impairment charges | 48,743 | 79,207 | 67,331 | |||||||||
| Deferred taxes | - | - | 807 | |||||||||
| Early extinguishment of debt charges | - | 12,762 | 1,753 | |||||||||
| Equity award expense | 20,200 | 18,221 | 21,563 | |||||||||
| Gain on sale of properties/change in control of interests | (79,218 | ) | (229,840 | ) | (93,538 | ) | ||||||
| Gain on change in control of joint venture interests | - | - | (71,160 | ) | ||||||||
| Equity in income of joint ventures, net | (72,162 | ) | (71,617 | ) | (60,763 | ) | ||||||
| Equity in income from other real estate investments, net | (26,076 | ) | (29,100 | ) | (67,001 | ) | ||||||
| Distributions from joint ventures and other real estate investments | 93,877 | 104,626 | 58,189 | |||||||||
| Change in accounts and notes receivable | (34,160 | ) | 5,229 | (7,934 | ) | |||||||
| Change in accounts payable and accrued expenses | (3,611 | ) | (9,175 | ) | 4,417 | |||||||
| Change in Canadian withholding tax receivable | - | - | 12,996 | |||||||||
| Change in other operating assets and liabilities | (55,405 | ) | (51,220 | ) | (52,961 | ) | ||||||
| Net cash flow provided by operating activities | 583,628 | 637,936 | 614,181 | |||||||||
| Cash flow from investing activities: | ||||||||||||
| Acquisition of operating real estate and other related net assets | (1,957 | ) | (5,407 | ) | (153,854 | ) | ||||||
| Improvements to operating real estate | (324,821 | ) | (290,874 | ) | (206,800 | ) | ||||||
| Acquisition of real estate under development | - | (4,592 | ) | (10,010 | ) | |||||||
| Improvements to real estate under development | (118,841 | ) | (235,988 | ) | (160,257 | ) | ||||||
| Investment in marketable securities | (244 | ) | (63 | ) | (9,822 | ) | ||||||
| Proceeds from sale/repayments of marketable securities | 2,023 | 957 | 3,146 | |||||||||
| Investments in and advances to real estate joint ventures | (27,665 | ) | (36,139 | ) | (35,291 | ) | ||||||
| Reimbursements of investments in and advances to real estate joint ventures | 21,759 | 21,127 | 55,839 | |||||||||
| Investment in and advances to other real estate investments | (12,816 | ) | (524 | ) | (666 | ) | ||||||
| Reimbursements of investments in and advances to other real estate investments | 5,960 | 12,878 | 40,709 | |||||||||
| Investment in other financing receivable | (48 | ) | (125 | ) | - | |||||||
| Collection of mortgage loans receivable | 10,449 | 22,299 | 1,405 | |||||||||
| Investment in other investments | (2,500 | ) | (857 | ) | - | |||||||
| Proceeds from sale of operating properties | 324,280 | 754,731 | 181,321 | |||||||||
| Proceeds from insurance casualty claims | 4,000 | 16,222 | - | |||||||||
| Net cash flow provided by/(used for) investing activities | (120,421 | ) | 253,645 | (294,280 | ) | |||||||
| Cash flow from financing activities: | ||||||||||||
| Principal payments on debt, excluding normal amortization of rental property debt | (6,539 | ) | (204,746 | ) | (687,117 | ) | ||||||
| Principal payments on rental property debt | (12,212 | ) | (13,113 | ) | (15,186 | ) | ||||||
| Proceeds from mortgage and construction loan financings | 16,028 | 50,972 | 206,000 | |||||||||
| Proceeds/(repayments) under the unsecured revolving credit facility, net | 100,000 | 92,254 | (17,143 | ) | ||||||||
| Proceeds from issuance of unsecured notes | 350,000 | - | 1,250,000 | |||||||||
| Repayments under unsecured notes/term loan | - | (315,095 | ) | (550,000 | ) | |||||||
| Financing origination costs | (7,707 | ) | (1,221 | ) | (23,305 | ) | ||||||
| Payment of early extinguishment of debt charges | (1,531 | ) | (13,308 | ) | (2,631 | ) | ||||||
| Contributions from noncontrolling interests | - | 109 | 1,422 | |||||||||
| Redemption/distribution of noncontrolling interests | (15,134 | ) | (6,660 | ) | (96,599 | ) | ||||||
| Dividends paid | (531,565 | ) | (529,756 | ) | (506,172 | ) | ||||||
| Proceeds from issuance of stock, net | 204,012 | 33,705 | 440,946 | |||||||||
| Redemption of preferred stock | (575,000 | ) | - | (225,000 | ) | |||||||
| Repurchase of common stock | - | (75,126 | ) | - | ||||||||
| Change in other financing liabilities | (3,193 | ) | (4,528 | ) | 911 | |||||||
| Net cash flow used for financing activities | (482,841 | ) | (986,513 | ) | (223,874 | ) | ||||||
| Net change in cash and cash equivalents | (19,634 | ) | (94,932 | ) | 96,027 | |||||||
| Cash and cash equivalents, beginning of year | 143,581 | 238,513 | 142,486 | |||||||||
| Cash and cash equivalents, end of year | $ | 123,947 | $ | 143,581 | $ | 238,513 | ||||||
| Interest paid during the year including payment of early extinguishment of debt charges of $1,531, $13,308 and $2,631, respectively (net of capitalized interest of $15,690, $17,549 and $14,480, respectively) | $ | 169,026 | $ | 199,701 | $ | 192,155 | ||||||
| Income taxes (received)/paid during the year (net of refunds received of $3,452, $1,007 and $16,118, respectively) | $ | (1,106 | ) | $ | 514 | $ | (14,456 | ) |
The accompanying notes are an integral part of these consolidated financial statements
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts relating to the number of buildings, square footage, tenant and occupancy data, joint venture debt average interest rates and terms and estimated project costs are unaudited.
The terms "Kimco" the "Company" and "our" each refer to Kimco Realty Corporation and its subsidiaries, unless the context indicates otherwise. In statements regarding qualification as a REIT, such terms refer solely to Kimco Reality Corporation.
1. Summary of Significant Accounting Policies:
Business and Organization
Kimco Realty Corporation and its subsidiaries (the "Company" or "Kimco"), operate as a Real Estate Investment Trust (“REIT”) and are engaged principally in the ownership, management, development and operation of open-air shopping centers, which are anchored generally by grocery stores, off-price retailers, discounters or service-oriented tenants. Additionally, the Company provides complementary services that capitalize on the Company’s established retail real estate expertise. The Company evaluates performance on a property specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP").
The Company has elected to be taxed as a REIT for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). The Company is organized and operates in a manner that enables it to qualify as a REIT under the Code.
Basis of Presentation
The accompanying Consolidated Financial Statements include the accounts of the Company. The Company’s subsidiaries include subsidiaries which are wholly owned or which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation.
Use of Estimates
GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and related intangible assets and liabilities, equity method investments, other investments, including the assessment of impairments, as well as, depreciable lives, revenue recognition, the collectability of trade accounts receivable, realizability of deferred tax assets and the assessment of uncertain tax positions. Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could differ from these estimates.
Subsequent Events
The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated financial statements (see Footnote 13 of the Notes to Consolidated Financial Statements).
Real Estate
Real estate assets are stated at cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above-market and below-market leases, in-place leases and tenant relationships, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on a market approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Acquisitions of operating properties are categorized as asset acquisitions and as such the Company capitalizes the acquisition costs associated with these acquisitions.
49
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market lease renewal options, to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions (i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated remaining term of the lease. The capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the respective leases, which includes the expected renewal option period for below-market leases. Mortgage debt discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument.
In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based on current market demand. The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
| Buildings and building improvements (in years) | 5 | to | 50 | |
|---|---|---|---|---|
| Fixtures, leasehold and tenant improvements (including certain identified intangible assets) | Terms of leases or useful lives, whichever is shorter |
The Company periodically assesses the useful lives of its depreciable real estate assets, including those expected to be redeveloped in future periods, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized. The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.
When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates the fair value. If the fair value of the asset, less cost to sell, is less than the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property, less estimated costs of sale and the asset is classified as other assets.
On a continuous basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if management’s estimated fair value is less than the net carrying value of the property. The Company’s estimated fair value is primarily based upon (i) estimated sales prices from signed contracts or letters of intent from third party offers, (ii) discounted cash flow models of the property over its remaining hold period or (iii) third party appraisals. An impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time, the property is written-down to its estimated fair value. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period, capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. In addition, such cash flow models consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third party offers.
50
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Real Estate Under Development
Real estate under development represents the development of open-air shopping center projects, which may include residential and mixed-use components, that the Company plans to hold as long-term investments. These properties are carried at cost. The cost of land and buildings under development includes specifically identifiable costs. Capitalized costs include pre-construction costs essential to the development of the property, construction costs, interest costs, real estate taxes, insurance, legal costs, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost capitalization when the property is held available for occupancy and placed into service. This usually occurs upon substantial completion of all development activity necessary to bring the property to the condition needed for its intended use, but no later than one year from the completion of major construction activity. However, the Company may continue to capitalize costs even though a project is substantially completed if construction is still ongoing at the site. If, in management’s opinion, the current and projected undiscounted cash flows of these assets to be held as long-term investments is less than the net carrying value plus estimated costs to complete the development, the carrying value would be adjusted to an amount that reflects the estimated fair value of the property.
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence but does not control these entities. These investments are recorded initially at cost and subsequently adjusted for cash contributions, distributions and our share of earnings and losses. Earnings or losses for each investment are recognized in accordance with each respective investment agreement and where applicable, based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.
The Company’s joint ventures primarily consist of co-investments with institutional and other joint venture partners in open-air shopping center properties, consistent with its core business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses primarily to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk. The Company, on a limited selective basis, has obtained unsecured financing for certain joint ventures. These unsecured financings may be guaranteed by the Company with guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make. As of December 31, 2019, the Company did not guaranty any unsecured joint venture debt.
To recognize the character of distributions from equity investees within its Consolidated Statements of Cash Flows, all distributions received are presumed to be returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed its cumulative equity in earnings recognized by the investor (as adjusted for amortization of basis differences). When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and classified as cash inflows from investing.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period, capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates.
The Company’s estimated fair values are based upon a discounted cash flow model for each joint venture that includes all estimated cash inflows and outflows over a specified holding period. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.
51
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Other Real Estate Investments and Other Assets
Other real estate investments primarily consist of preferred equity investments for which the Company provides capital to owners and developers of real estate. The Company typically accounts for its preferred equity investments on the equity method of accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement and based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s Other real estate investments may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each investment that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.
Other assets include investments for which the Company applies the cost method of accounting. The Company recognizes as income distributions from net accumulated earnings of the investee since the date of acquisition. The net accumulated earnings of an investee subsequent to the date of investment are recognized by the Company only to the extent distributed by the investee. Distributions received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. For the periods presented, there have been no events or changes in circumstances that may have a significant adverse effect on the fair value of the Company's cost-method investments. Other assets include the Company’s investment in Albertsons Companies, Inc. an owner/operator of grocery stores. The Company accounts for this investment under the cost method of accounting, as it does not have significant influence over this investment (See Footnote 11 of the Notes to the Consolidated Financial Statements).
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured up to applicable account limits. Recoverability of investments is dependent upon the performance of the issuers.
Mortgages and Other Financing Receivables
Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Borrowers of these loans are primarily experienced owners, operators or developers of commercial real estate. The Company’s loans are primarily mortgage loans that are collateralized by real estate. Mortgages and other financing receivables are recorded at stated principal amounts, net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable. The Company defers certain loan origination and commitment fees, net of certain origination costs and amortizes them as an adjustment of the loan’s yield over the term of the related loan. On a quarterly basis, the Company reviews credit quality indicators such as (i) payment status to identify performing versus non-performing loans, (ii) changes affecting the underlying real estate collateral and (iii) national and regional economic factors.
Interest income on performing loans is accrued as earned. A non-performing loan is placed on non-accrual status when it is probable that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or more past due are placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and interest. Upon the designation of non-accrual status, all unpaid accrued interest is reserved and charged against current income. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on non-performing loans on an accrual basis is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.
The Company has determined that it has one portfolio segment, primarily represented by loans collateralized by real estate, whereby it determines, as needed, reserves for loan losses on an asset-specific basis. The reserve for loan losses reflects management's estimate of loan losses as of the balance sheet date. The reserve is increased through loan loss expense and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased.
52
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company considers a loan to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due under the existing contractual terms. A reserve allowance is established for an impaired loan when the estimated fair value of the underlying collateral (for collateralized loans) or the present value of expected future cash flows is lower than the carrying value of the loan. An internal valuation is performed generally using the income approach to estimate the fair value of the collateral at the time a loan is determined to be impaired. The model is updated if circumstances indicate a significant change in value has occurred. The Company does not provide for an additional allowance for loan losses based on the grouping of loans as the Company believes the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for impairment purposes.
Marketable Securities
The Company classifies its marketable equity securities as available-for-sale in accordance with the FASB’s Investments-Debt and Equity Securities guidance. On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2016-01, _Financial Instruments—_Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). In accordance with the adoption of ASU 2016-01, the Company recognizes changes in the fair value of equity investments with readily determinable fair values in net income. Previously, changes in fair value of the Company’s available-for-sale marketable securities were recognized in Accumulated other comprehensive loss (“AOCI”) on the Company’s Consolidated Balance Sheets.
All debt securities are generally classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity. It is more likely than not that the Company will not be required to sell the debt security before its anticipated recovery and the Company expects to recover the security’s entire amortized cost basis even if the entity does not intend to sell. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.
On a continuous basis, management assesses whether there are any indicators that the value of the Company’s marketable securities may be impaired, which includes reviewing the underlying cause of any decline in value and the estimated recovery period, as well as the severity and duration of the decline. In the Company’s evaluation, the Company considers its ability and intent to hold these investments for a reasonable period of time sufficient for the Company to recover its cost basis. A marketable security is impaired if the fair value of the security is less than the carrying value of the security and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the security over the estimated fair value in the security.
Deferred Leasing Costs
Effective January 1, 2019, in accordance with the adoption of ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), indirect internal leasing costs previously capitalized are expensed. However, external leasing costs and direct internal leasing costs will continue to be capitalized and amortized on a straight-line basis, over the terms of the related leases, as applicable. Previously, capitalized indirect internal leasing costs were deferred and included in Other assets, on the Company’s Consolidated Balance Sheets; however, upon adoption of ASU 2016-02, they are expensed and included in General and administrative expense. Deferred leasing costs are classified as operating activities on the Company’s Consolidated Statements of Cash Flows.
53
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Software Development Costs
Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-line basis generally over a three to five-year period. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of payroll costs that can be capitalized with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. As of December 31, 2019 and 2018, the Company had unamortized software development costs of $14.5 million and $4.3 million, respectively, which are included in Other assets on the Company’s Consolidated Balance Sheets. The Company expensed $1.7 million, $5.3 million and $4.6 million in amortization of software development costs during the years ended December 31, 2019, 2018 and 2017, respectively.
Deferred Financing Costs
Costs incurred in obtaining long-term financing, included in Notes payable, net and Mortgages and construction loan payable, net in the accompanying Consolidated Balance Sheets, are amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related debt agreements, as applicable.
Revenue, Trade Accounts Receivable and Gain Recognition
On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“Topic 606”) using the modified retrospective method applying it to any open contracts as of January 1, 2018, for which the Company did not identify any open contracts. The Company also utilized the practical expedient for which the Company was not required to restate revenue from contracts that began and were completed within the same annual reporting period. Results for reporting periods beginning after January 1, 2018, are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Revenue Recognition (Topic 605). The new guidance provides a unified model to determine how revenue is recognized. To determine the proper amount of revenue to be recognized, the Company performs the following steps: (i) identify the contract with the customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when (or as) a performance obligation is satisfied. As of December 31, 2019, the Company had no outstanding contract assets or contract liabilities. The adoption of this standard did not result in any material changes to the Company’s revenue recognition as compared to the previous guidance.
The Company’s primary source of revenues are derived from lease agreements which fall under the scope of ASU 2016-02, Leases (Topic 842), (“Topic 842”), which includes rental income and expense reimbursement income. The Company also has revenues which are accounted for under Topic 606, which include fees for services performed at various unconsolidated joint ventures for which the Company is the manager. These fees primarily include property and asset management fees, leasing fees, development fees and property acquisition/disposition fees. Also affected by Topic 606 are gains on sales of properties and tax increment financing (“TIF”) contracts. The Company presents its revenue streams on the Company’s Consolidated Statements of Income as Revenues from rental properties, net and Management and other fee income.
Revenues from rental properties_, net_
Revenues from rental properties, net are comprised of minimum base rent, percentage rent, lease termination fee income, amortization of above-market and below-market rent adjustments and straight-line rent adjustments. Upon the adoption of Topic 842, the Company elected the lessor practical expedient to combine the lease and non-lease components, determined the lease component was the predominant component and as a result, accounted for the combined components under Topic 842. Non-lease components include reimbursements paid to the Company from tenants for common area maintenance costs and other operating expenses. The combined components are included in Revenues from rental properties, net on the Company’s Consolidated Statements of Income.
54
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Base rental revenues from rental properties are recognized on a straight-line basis over the terms of the related leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recognized once the required sales level is achieved. Rental income may also include payments received in connection with lease termination agreements. Lease termination fee income is recognized when the lessee provides consideration in order to terminate an existing lease agreement and has vacated the leased space. If the lessee continues to occupy the leased space for a period of time after the lease termination is agreed upon, the termination fee is accounted for as a lease modification based on the modified lease term. Capitalized above-market or below-market intangible asset or liability is amortized to rental income over the estimated remaining term of the respective leases, which includes the expected renewal option period for below-market leases.
Also included in Revenues from rental properties, net are ancillary income and TIF income. Ancillary income is derived through various agreements relating to parking lots, clothing bins, temporary storage, vending machines, ATMs, trash bins and trash collections, seasonal leases, etc. The majority of the revenue derived from these sources are through lease agreements/arrangements and are recognized in accordance with the lease terms described in the lease. The Company has TIF agreements with certain municipalities and receives payments in accordance with the agreements. TIF reimbursement income is recognized on a cash basis when received.
Management and other fee income
Property management fees, property acquisition and disposition fees, construction management fees, leasing fees and asset management fees all fall within the scope of Topic 606. These fees arise from contractual agreements with third parties or with entities in which the Company has a noncontrolling interest. Management and other fee income related to partially owned entities are recognized to the extent attributable to the unaffiliated interest. Property and asset management fee income is recognized as a single performance obligation (managing the property) comprised of a series of distinct services (maintaining property, handling tenant inquiries, etc.). The Company believes that the overall service of property management is substantially the same each day and has the same pattern of performance over the term of the agreement. As a result, each day of service represents a performance obligation satisfied at that point in time. These fees are recognized at the end of each period for services performed during that period, primarily billed to the customer monthly and terms for payment are payment due upon receipt.
Leasing fee income is recognized as a single performance obligation primarily upon the rent commencement date. The Company believes the leasing services it provides are similar for each available space leased and none of the individual activities necessary to facilitate the execution of each lease are distinct. These fees are billed to the customer monthly and terms for payment are payment due upon receipt.
Property acquisition and disposition fees are recognized when the Company satisfies a performance obligation by acquiring a property or transferring control of a property. These fees are billed subsequent to the acquisition or sale of the property and payment is due upon receipt.
Construction management fees are recognized as a single performance obligation (managing the construction of the project) composed of a series of distinct services. The Company believes that the overall service of construction management is substantially the same each day and has the same pattern of performance over the term of the agreement. As a result, each day of service represents a performance obligation satisfied at that point in time. These fees are based on the amount spent on the construction at the end of each period for services performed during that period, primarily billed to the customer monthly and terms for payment are payment due upon receipt.
Trade Accounts Receivable
The Company reviews its trade accounts receivable, including its straight-line rent receivable, related to base rents, straight-line rent, expense reimbursements and other revenues for collectability. The Company analyzes its accounts receivable, customer credit worthiness and current economic trends when evaluating the adequacy of the collectability of the lessee’s total accounts receivable balance on a lease by lease basis. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy claims. Effective January 1, 2019, in accordance with the adoption of Topic 842, the Company includes provision for doubtful accounts in Revenues from rental properties, net. If a lessee’s accounts receivable balance is considered uncollectible, the Company will write-off the receivable balances associated with the lease and will only recognize lease income on a cash basis. If the Company subsequently determines that it is probable it will collect the remaining lessee’s lease payments under the lease term, the Company will then reinstate the straight-line balance and the lease income will then be limited to the lesser of (i) the straight-line rental income or (ii) the lease payments that have been collected from the lessee. The Company’s reported net earnings are directly affected by management’s estimate of the collectability of its trade accounts receivable. Trade accounts receivable derived from expense reimbursements that are being disputed by the lessee, will not be written-off as it is presumed the Company will collect these receivables upon resolution with the tenant.
55
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Gains on sales of properties/change in control of interests
On January 1, 2018, the Company also adopted ASU 2017-05, Other Income–Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“Topic 610”) for gains and losses from the sale and/or transfer of real estate property. The Company adopted Topic 610 using the modified retrospective approach for all contracts effective January 1, 2018. Topic 610 provides that sales of nonfinancial assets, such as real estate, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the property.
In accordance with its election to apply the modified retrospective approach for all contracts, the Company recorded a cumulative-effect adjustment of $8.1 million to its beginning retained earnings as of January 1, 2018, on the Company’s Consolidated Statements of Changes in Equity and an adjustment to Investments in and advances to real estate joint ventures on the Company’s Consolidated Balance Sheets. As of December 31, 2017, the Company had aggregate net deferred gains of $8.1 million relating to partial disposals of two operating real estate properties prior to the adoption of ASU 2017-05, of which $6.9 million was included in Investments in and advances to real estate joint ventures and $1.2 million was included in Other liabilities on the Company’s Consolidated Balance Sheets. The Company had deferred these gains in accordance with prior guidance due to its continuing involvement in the entities which acquired the operating real estate properties.
Leases
The FASB issued Topic 842, which amended the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for those leases classified as operating leases.
The Company adopted this standard effective January 1, 2019 under the modified retrospective approach and elected the optional transition method to apply the provisions of Topic 842 as of the adoption date, rather than the earliest period presented. As such, the requirements of Topic 842 were not applied in the comparative periods presented in the Company’s Consolidated Financial Statements. The Company also elected the package of practical expedients, which permits the Company to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment.
Lessor
In July 2018, the FASB issued guidance codified in ASU 2018-11, Leases - Targeted Improvements (“ASU 2018-11”). ASU 2018-11 provides a practical expedient, which allows lessors to combine non-lease components with the related lease components if (i) both the timing and pattern of transfer are the same for the non-lease component(s) and related lease component, and (ii) the lease component would be classified as an operating lease if accounted for separately. The single combined component is accounted for under Topic 842 if the lease component is the predominant component and is accounted for under Topic 606 if the non-lease components are the predominant components. Lessors are permitted to apply the practical expedient to all existing leases on a retrospective or prospective basis. The Company elected the practical expedient to combine its lease and non-lease components that meet the defined criteria and will account for the combined lease component under Topic 842 on a prospective basis.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
As a lessor, the Company’s recognition of rental revenue under the new standard remained mainly consistent with recognition of rental revenue under the previous guidance, Topic 840, apart from the narrower definition of initial direct costs that can be capitalized. The new standard defines initial direct costs as only the incremental costs that would not have been incurred if the lease had not been obtained. Under Topic 842 initial direct costs include commissions paid to third parties, including brokers, leasing and referral agents and internal leasing commissions paid to employees for successful execution of lease agreements. These initial direct costs are capitalized and generally amortized over the term of the related leases using the straight-line method. Internal employee compensation, payroll-related benefits and certain external legal fees are considered indirect costs associated with the execution of lease agreements and will no longer be capitalized; these costs will be included in general and administrative expense. As a result of electing the package of practical expedients described above, existing leases and related initial direct costs have not been reassessed prior to the effective date, and therefore, adoption of the lease standard did not have an impact on the Company’s previously reported Consolidated Statements of Income for initial direct costs.
Lessee
The Company’s leases where it is the lessee primarily consist of ground leases and administrative office leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date of the lease and are based on the present value of lease payments over the lease term. The Company utilized an incremental borrowing rate based on the information available at adoption of Topic 842 in determining the present value of lease payments since these leases do not provide an implicit rate. Variable lease payments are excluded from the lease liabilities and corresponding ROU assets, as they are recognized in the period in which the obligation for those payments is incurred. Many of the Company’s lessee agreements include options to extend the lease, which were not included in the Company's minimum lease terms unless reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. Upon the adoption of Topic 842, the Company recognized $106.0 million of ROU assets, including net intangible assets of $7.3 million, which were reclassified from Real estate, net to Operating lease right-of-use assets, net and $98.7 million of corresponding Operating lease liabilities for its operating leases on the Company’s Consolidated Balance Sheets. See Note 10 to the Company’s Consolidated Financial Statements for further details.
Income Taxes
The Company elected to qualify as a REIT for federal income tax purposes commencing with its taxable year January 1, 1992 and operates in a manner that enables the Company to qualify and maintain its status as a REIT. 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 Section 856 through 860 of the Code. Most states, where the Company holds investments in real estate, conform to the federal rules recognizing REITs.
The Company maintains certain subsidiaries which made joint elections with the Company to be treated as taxable REIT subsidiaries ("TRSs"), which permit the Company to engage through such TRSs in certain business activities that the REIT may not conduct directly. A TRS is subject to federal and state income taxes on its income, and the Company includes a provision for taxes in its consolidated financial statements. As such, the Company, through its wholly-owned TRSs, has been engaged in various retail real estate related opportunities including retail real estate management and disposition services which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers. The Company may consider other investments through its TRSs should suitable opportunities arise. The Company is subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and not in the Company’s TRSs. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
The Company reviews the need to establish a valuation allowance against deferred tax assets on a quarterly basis. The review includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the carryback or carryforward of any losses, the expected occurrence of future income or loss and available tax planning strategies.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a Company’s financial statements. Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods.
Noncontrolling Interests
The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income.
Noncontrolling interests also include amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These units have a stated redemption value or a defined redemption amount based upon the trading price of the Company’s common stock and provides the unit holders various rates of return during the holding period. The unit holders generally have the right to redeem their units for cash at any time after one year from issuance. For convertible units, the Company typically has the option to settle redemption amounts in cash or common stock.
The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Convertible units for which the Company has the option to settle redemption amounts in cash or common stock are included in the caption Noncontrolling interests within the equity section on the Company’s Consolidated Balance Sheets. Units which embody a conditional obligation requiring the Company to redeem the units for cash after a specified or determinable date (or dates) or upon the occurrence of an event that is not solely within the control of the issuer are determined to be contingently redeemable under this guidance and are included as Redeemable noncontrolling interests and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets.
Contingently redeemable noncontrolling interests are recorded at fair value upon issuance. Any change in the fair value or redemption value of these noncontrolling interests is subsequently recognized through Paid-in capital on the Company’s Consolidated Balance Sheets and is included in the Company’s computation of earnings per share (see Footnote 22 of the Notes to the Consolidated Financial Statements).
Stock Compensation
The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the “Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”). The Prior Plan provides for a maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified stock options and restricted stock grants. Effective May 1, 2012, the 2010 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified stock options and other awards, plus the number of shares of common stock which are or become available for issuance under the Prior Plan and which are not thereafter issued under the Prior Plan, subject to certain conditions. Unless otherwise determined by the Board of Directors at its sole discretion, stock options granted under the Plans generally vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the market price on the date of grant. Restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii) ratably over three, four and five years or (iii) over ten years at 20% per year commencing after the fifth year. Performance share awards, which vest over a period of one to three years, may provide a right to receive shares of the Company’s common stock or restricted stock based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors. In addition, the Plans provide for the granting of certain stock options and restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permit such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share-based payments to employees be recognized in the Statements of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date (see Footnote 20 of the Notes to Consolidated Financial Statements for additional disclosure on the assumptions and methodology).
Reclassifications
Certain amounts in the prior periods have been reclassified in order to conform to the current period’s presentation. In conjunction with the adoption of Topic 842 discussed above, the Company reclassified for the years ended December 31, 2018 and 2017: (i) $246.4 million and $247.6 million of Reimbursement income, respectively, and (ii) $20.9 million and $23.6 million of Other rental property income, respectively, to Revenues from rental properties, net on the Company’s Consolidated Statements of Income. The reclassification is solely for comparative purposes as the Company has not elected to adopt Topic 842 retrospectively.
New Accounting Pronouncements -
The following table represents ASUs to the FASB’s ASCs that, as of December 31, 2019, are not yet effective for the Company and for which the Company has not elected early adoption, where permitted:
| ASU | Description | Effective Date | Effect on the financial statements or other significant matters |
|---|---|---|---|
| ASU 2018-17, Consolidation (Topic 810) – Targeted Improvements to Related Party Guidance for Variable Interest Entities | The amendment to Topic 810 clarifies the following areas: (i) Applying the variable interest entity (VIE) guidance to private companies under common control, and (ii) Considering indirect interests held through related parties under common control, and for determining whether fees paid to decision makers and service providers are variable interests. This update improves the accounting for those areas, thereby improving general purpose financial reporting. Retrospective adoption is required. | January 1, 2020; Early adoption permitted | The adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations. |
| ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract | The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. | January 1, 2020; Early adoption permitted | The adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations. |
| ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement | The amendment modifies the disclosure requirements for fair value measurements in Topic 820, based on the concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting – Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. | January 1, 2020; Early adoption permitted | The adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations. |
| ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses ASU 2019-05, Financial Instruments – Credit Losses (Topic 326), Targeted Transition Relief | The new guidance introduces a new model for estimating credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. In November 2018, the FASB issued ASU 2018-19, which includes amendments to (i) clarify receivables arising from operating leases are within the scope of the new leasing standard (Topic 842) discussed below and (ii) align the implementation date for nonpublic entities’ annual financial statements with the implementation date for their interim financial statements. Early adoption is permitted as of the original effective date. In May 2019, the FASB issued ASU 2019-05, which amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option on financial instruments that (i) were previously recorded at amortized cost and (ii) are within the scope of ASC 326-203 if the instruments are eligible for the fair value option under ASC 825-10.4. The fair value option election does not apply to held-to-maturity debt securities. Entities are required to make this election on an instrument-by-instrument basis. These amendments should be applied on a modified-retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings balance in the statement of financial position as of the date that an entity adopted the amendments in ASU 2016-13. Certain disclosures are required. The effective date will be the same as the effective date in ASU 2016-13. | January 1, 2020; Early adoption permitted | The adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations. |
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following ASUs to the FASB’s ASCs have been adopted by the Company as of the date listed:
| ASU | Description | Adoption Date | Effect on the financial statements or other significant matters | |
|---|---|---|---|---|
| ASU 2019-07, Codification Updates to SEC Sections – Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates | In July 2019, the FASB issued ASU 2019-07 which clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations, thereby eliminating redundancies and making the codification easier to apply. | Effective upon issuance ( July 2019) | The eliminated or amended disclosures did not have a material impact to the Company’s Consolidated Financial Statements. | |
| ASU 2016-02, Leases (Topic 842) ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 ASU 2018-10, Codification Improvements to Topic 842, Leases ASU 2018-11, Leases (Topic 842): Targeted Improvements ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors ASU 2019-01, Leases (Topic 842): Codification Improvements | This ASU sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). In January 2018, the FASB issued ASU 2018-01, which includes amendments to clarify that land easements are within the scope of the new leasing standard (Topic 842) and provide an optional transition practical expedient to not evaluate whether existing and expired land easements that were not previously accounted for as leases under current lease guidance in Topic 840 are to be accounted for or contain leases under Topic 842. Early adoption is permitted as of the original effective date. In July 2018, the FASB issued ASU 2018-10, which includes amendments to clarify certain aspects of the new leasing standard. These amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. Additionally, during July 2018, the FASB issued ASU 2018-11, which includes (i) an additional transition method to provide transition relief on comparative reporting at adoption and (ii) an amendment to provide lessors with a practical expedient to combine lease and non-lease components of a contract if certain criteria are met. Under the transition option, companies can opt to not apply the new guidance, including its disclosure requirements, in the comparative periods they present in their financial statements in the year of adoption. The practical expedient allows lessors to elect, by class of underlying asset, to combine non-lease and associated lease components when certain criteria are met and requires them to account for the combined component in accordance with new revenue standard (Topic 606) if the non-lease components are the predominant component; conversely, if a lessor determines that the lease components are the predominant component, it requires them to account for the combined component as an operating lease in accordance with the new leasing standard (Topic 842). In December 2018, the FASB issued ASU 2018-20, which includes narrow-scope improvements for lessors. The FASB amended the new leasing standard to allow lessors to make an accounting policy election not to evaluate whether sales taxes and similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. The amendments also require a lessor to exclude lessor costs paid directly by a lessee to third parties on the lessor’s behalf from variable payments and include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense. In addition, the amendments clarify that when lessors allocate variable payments to lease and non-lease components they are required to follow the recognition guidance in the new leasing standard for the lease component and other applicable guidance, such as the new revenue standard, for the non-lease component. In February 2019, the FASB issued ASU 2019-01, which includes amendments to address the following: | January 1, 2019 | The Company adopted this standard using the modified retrospective approach. The Company has identified certain leases and accounting policies which the adoption impacted, including its ground leases, administrative office leases, initial leasing costs and non-lease components. See Leases policy above for further details. | |
| (i) | Determining the fair value of the underlying asset by lessors that are not manufacturers or dealers; | |||
| (ii) | Presentation on the statement of cash flows for sales-type and direct financing leases; and | |||
| (iii) | Transition disclosures related to Topic 250, Accounting Changes and Error Corrections. |
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
2. Real Estate:
The Company’s components of Real estate, net consist of the following (in thousands):
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018**** | |||||||
| Land: | ||||||||
| Developed land | $ | 2,759,232 | $ | 2,783,959 | ||||
| Undeveloped land | 28,923 | 38,732 | ||||||
| Total land | 2,788,155 | 2,822,691 | ||||||
| Buildings and improvements: | ||||||||
| Buildings | 5,661,306 | 5,697,269 | ||||||
| Building improvements | 1,840,580 | 1,696,440 | ||||||
| Tenant improvements | 771,498 | 730,623 | ||||||
| Fixtures and leasehold improvements | 31,563 | 42,635 | ||||||
| Above-market leases | 128,854 | 133,913 | ||||||
| In-place leases and tenant relationships | 487,150 | 512,235 | ||||||
| Total buildings and improvements | 8,920,951 | 8,813,115 | ||||||
| Real estate | 11,709,106 | 11,635,806 | ||||||
| Accumulated depreciation and amortization (1) | (2,500,053 | ) | (2,385,287 | ) | ||||
| Total real estate, net | $ | 9,209,053 | $ | 9,250,519 |
| (1) | At December 31, 2019 and 2018, the Company had accumulated amortization relating to in-place leases, tenant relationships and above-market leases aggregating $485,040 and $466,576, respectively. |
|---|
In addition, at December 31, 2019 and 2018, the Company had intangible liabilities relating to below-market leases from property acquisitions of $259.3 million and $288.4 million, respectively, net of accumulated amortization of $207.0 million and $196.4 million, respectively. These amounts are included in the caption Other liabilities on the Company’s Consolidated Balance Sheets.
The Company’s amortization associated with above-market and below-market leases for the years ended December 31, 2019, 2018 and 2017 resulted in net increases to revenue of $20.0 million, $14.9 million and $15.5 million, respectively. The Company’s amortization expense associated with in-place leases and tenant relationships, which is included in depreciation and amortization, for the years ended December 31, 2019, 2018 and 2017 was $33.1 million, $47.4 million and $62.7 million, respectively.
The estimated net amortization income/(expense) associated with the Company’s above-market and below-market leases, tenant relationships and in-place leases for the next five years are as follows (in millions):
| 2020**** | 2021**** | 2022**** | 2023**** | 2024**** | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Above-market and below-market leases amortization, net | $ | 12.7 | $ | 12.5 | $ | 12.8 | $ | 11.8 | $ | 11.4 | ||||||||||
| In-place leases and tenant relationships amortization | $ | (30.8 | ) | $ | (23.4 | ) | $ | (18.0 | ) | $ | (13.7 | ) | $ | (10.3 | ) |
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
3. Property Acquisitions:
Acquisition_/Consolidation_ of Operating Properties
During the year ended December 31, 2019, the Company acquired the following operating properties, in separate transactions, through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests of a joint venture investment (in thousands):
| Month | Purchase Price | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property Name | Acquired/Location | Consolidated | Cash* | Debt | Other Consideration*** | Total | GLA** | ||||||||||
| Bell Camino Out-parcel | Sun City, AZ | Jan-19 | $ | 5,678 | $ | - | $ | - | $ | 5,678 | 45 | ||||||
| Gateway at Donner Pass Out-parcel | Truckee, CA | Jan-19 | 13,527 | - | - | 13,527 | 40 | ||||||||||
| Rancho Penasquitos Out-parcel | San Diego, CA | Jan-19 | 12,064 | - | - | 12,064 | 40 | ||||||||||
| Linwood Square (1) | Indianapolis, IN | Dec-19 | 1,957 | 5,389 | 4,543 | 11,889 | 165 | ||||||||||
| $ | 33,226 | $ | 5,389 | $ | 4,543 | $ | 43,158 | 290 |
- The Company utilized an aggregate $36.1 million associated with Internal Revenue Code 26 U.S.C. §1031 sales proceeds.
** Gross leasable area ("GLA")
*** Includes the Company's previously held equity interest investment, net of noncontrolling interest of the remaining partners.
| (1) | The Company acquired a partner's ownership interest in a property which was held in a joint venture in which the Company had a noncontrolling interest. The Company now has a 69.5% controlling interest in this property and has deemed this entity to be a VIE for which the Company is the primary beneficiary and consolidates the asset. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and, as a result, recognized a gain on change in control of interests of $0.1 million resulting from the fair value adjustment associated with the Company’s previously held equity interest, which are included in the purchase price above in Other Consideration. |
|---|
During the year ended December 31, 2018, the Company acquired two land parcels adjacent to existing shopping centers located in Ardmore, PA and Elmont, NY, in separate transactions, for an aggregate purchase price of $5.4 million.
Included in the Company’s Consolidated Statements of Income are $1.4 million, $0 million and $31.0 million in total revenues from the date of acquisition through December 31, 2019, 2018 and 2017, respectively, for operating properties acquired during each of the respective years.
Purchase Price Allocations
The purchase price for these acquisitions is allocated to real estate and related intangible assets acquired and liabilities assumed, as applicable, in accordance with our accounting policies for asset acquisitions. The purchase price allocations for properties acquired/consolidated during the year ended December 31, 2019, are as follows (in thousands):
| Allocation as of **December 31, **2019 | Weighted-Average Amortization Period (in Years) | |||||||
|---|---|---|---|---|---|---|---|---|
| Land | $ | 11,852 | n/a | |||||
| Buildings | 21,075 | 50.0 | ||||||
| Building improvements | 3,703 | 45.0 | ||||||
| Tenant improvements | 2,234 | 16.9 | ||||||
| In-place leases | 4,921 | 18.2 | ||||||
| Above-market leases | 203 | 9.0 | ||||||
| Below-market leases | (765 | ) | 12.0 | |||||
| Total assets | 850 | n/a | ||||||
| Total liabilities | (915 | ) | n/a | |||||
| Net assets acquired/consolidated | $ | 43,158 |
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
4. Real Estate Under Development:
The Company's real estate under development projects and their related costs as of December 31, 2019 and 2018 are as follows (in thousands):
| December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Property Name | Location | 2019**** | 2018**** | |||||||
| Dania Pointe (1) | Dania Beach, FL | $ | 220,170 | $ | 152,111 | |||||
| Mill Station (2) | Owings Mills, MD | - | 55,771 | |||||||
| Promenade at Christiana (3) | New Castle, DE | - | 33,502 | |||||||
| Total* | $ | 220,170 | $ | 241,384 |
- Includes capitalized costs of interest, real estate taxes, insurance, legal costs and payroll of $21.3 million and $24.9 million, as of December 31, 2019 and 2018, respectively.
| (1) | During 2019, the Company sold a land parcel at this development project for a sales price of $32.5 million, which resulted in a gain of $4.3 million, which is included in Gain on sale of properties/change in control of interests on the Company’s Consolidated Statements of Income. |
|---|---|
| (2) | During 2019, this development project, aggregating $80.5 million (including capitalized costs of $9.2 million), was placed in service and primarily reclassified to Land and Building and improvements on the Company’s Consolidated Balance Sheets. |
| (3) | During 2019, the Company reclassified this project to Land and Building and improvements on the Company’s Consolidated Balance Sheets, as a result of the Company’s intention to discontinue development of this project and to market it for sale as is. The as is estimated fair value was below the carrying value and as such, the Company recorded an impairment charge of $11.5 million during the year ended December 31, 2019. |
|---|
During 2019 and 2018, the Company capitalized (i) interest of $9.4 million and $13.9 million, respectively, (ii) real estate taxes, insurance and legal costs of $1.3 million and $2.6 million, respectively, and (iii) payroll of $1.2 million and $1.9 million, respectively, in connection with these projects while classified as real estate development projects.
5. Dispositions of Real Estate:
Real Estate
The table below summarizes the Company’s disposition activity relating to operating properties and parcels, in separate transactions (dollars in millions):
| Year Ended December 31,**** | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 ***** | 2018**** | 2017**** | ||||||||||
| Aggregate sales price/gross fair value | $ | 344.7 | $ | 1,164.3 | $ | 352.2 | ||||||
| Gain on sale of operating properties/change in control of interests | $ | 79.2 | $ | 229.8 | $ | 93.5 | ||||||
| Number of operating properties sold/deconsolidated | 20 | 54 | 25 | |||||||||
| Number of out-parcels sold | 9 | 7 | 9 |
- Includes the land parcel sale at Dania Pointe, noted above in Footnote 4 of the Notes to Consolidated Financial Statements.
Included in the table above, during the year ended December 31, 2018, the Company sold a portion of its investment in an operating property to its partner based on a gross fair value of $320.0 million, including $206.0 million of non-recourse mortgage debt, and amended the partnership agreement to provide for joint control of the entity. As a result of the amendment, the Company no longer consolidates the entity and as such, reduced noncontrolling interests by $43.8 million and recognized a gain on change in control of $6.8 million, in accordance with the adoption of ASU 2017-05 effective as of _January 1, 2018 (_see Footnote 1 of the Notes to Consolidated Financial Statements). The Company has an investment in this unconsolidated property ($62.4 million as of the date of deconsolidation), included in Investments in and advances to real estate joint ventures on the Company’s Consolidated Balance Sheets. The Company’s share of this investment is subject to change and is based upon a cash flow waterfall provision within the partnership agreement (54.8% as of the date of deconsolidation).
Land S__ales
During 2018, the Company sold 10 land parcels, for an aggregate sales price of $9.7 million. These transactions resulted in an aggregate gain of $6.3 million, before income tax expense and noncontrolling interest for the year ended December 31, 2018. The gains from these transactions are recorded as other income, which is included in Other income, net on the Company’s Consolidated Statements of Income.
63
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
6. Impairments:
Management assesses on a continuous basis whether there are any indicators, including property operating performance, changes in anticipated holding period, general market conditions and delays of or change in plans for development, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.
The Company has an active capital recycling program which provides for the disposition of certain properties, typically of lesser quality assets in less desirable locations. The Company has adjusted the anticipated hold period for these properties and as a result the Company recognized impairment charges on certain operating properties (see Footnote 15 of the Notes to Consolidated Financial Statements for fair value disclosure).
The Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions and/or the property hold period resulted in the Company recognizing impairment charges for the years ended December 31, 2019, 2018 and 2017 as follows (in millions):
| 2019**** | 2018**** | 2017**** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Properties marketed for sale (1) (2) | $ | 12.5 | $ | 59.5 | $ | 34.0 | ||||||
| Properties disposed /deeded in lieu/foreclosed(3) | 36.2 | 19.7 | 17.1 | |||||||||
| Properties held and used (4) | - | - | 16.2 | |||||||||
| Total net impairment charges* | $ | 48.7 | $ | 79.2 | $ | 67.3 |
- See Footnote 15 of the Notes to Consolidated Financial Statements for additional disclosure on fair value.
| (1) | These impairment charges relate to adjustments to property carrying values for properties which the Company has marketed for sale as part of its active capital recycling program and as such has adjusted the anticipated hold periods for such properties. |
|---|
| (2) | During December 2018, the Company recognized an impairment charge of $41.0 million related to a development project located in Jacksonville, FL, which the Company no longer intends to develop. The Company is marketing the property as is for sale. |
|---|
| (3) | Amounts relate to dispositions/deeds in lieu/foreclosures during the respective years shown. |
|---|---|
| (4) | During 2017, the Company recognized an impairment charge of $16.2 million related to a property for which the Company had re-evaluated its long-term plan for the property due to unfavorable local market conditions. |
In addition to the impairment charges above, the Company recognized impairment charges during 2019, 2018 and 2017 of $5.6 million, $6.9 million, and $4.8 million, respectively, relating to certain properties held by various unconsolidated joint ventures in which the Company holds noncontrolling interests. These impairment charges are included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income (see Footnote 7 of the Notes to Consolidated Financial Statements).
7. Investment in and Advances toReal Estate Joint Ventures:
The Company has 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 unconsolidated joint venture investments for which the Company held an ownership interest at December 31, 2019 and 2018 (in millions, except number of properties):
| The Company's Investment | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ownership | as of December 31, | |||||||||||
| Joint Venture | Interest | 2019 | 2018 | |||||||||
| Prudential Investment Program (1) (2) | 15.0% | $ | 169.5 | $ | 175.2 | |||||||
| Kimco Income Opportunity Portfolio (“KIR”) (2) | 48.6% | 175.0 | 167.2 | |||||||||
| Canada Pension Plan Investment Board (“CPP”) (2) | 55.0% | 151.7 | 135.0 | |||||||||
| Other Joint Venture Programs (3) | Various | 81.9 | 93.5 | |||||||||
| Total* | $ | 578.1 | $ | 570.9 |
- Representing 98 property interests and 21.3 million square feet of GLA, as of December 31, 2019, and 109 property interests and 23.2 million square feet of GLA, as of December 31, 2018.
64
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
| (1) | Represents four separate joint ventures, with four separate accounts managed by Prudential Global Investment Management. One of these ventures disposed of all its properties during 2019. |
|---|
| (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) | During March 2018, the Company sold a portion of its investment in an operating property to its partner and amended the partnership agreement to provide for joint control of the entity. As a result of the amendment, the Company no longer consolidates the entity. As of the date of deconsolidation, the Company had an investment in this unconsolidated property of $62.4 million. |
|---|
The table below presents the Company’s share of net income for these investments which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income (in millions):
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018**** | 2017**** | ||||||||||
| Prudential Investment Program (1) | $ | 10.4 | $ | 15.2 | $ | 13.0 | ||||||
| KIR | 50.3 | 38.7 | 36.7 | |||||||||
| CPP | 5.8 | 5.1 | 7.2 | |||||||||
| Other Joint Venture Programs (2) (3) (4) (5) | 5.7 | 12.6 | 3.9 | |||||||||
| Total | $ | 72.2 | $ | 71.6 | $ | 60.8 |
| (1) | During the year ended December 31, 2019, the Prudential Investment Program recognized an impairment charge on a property of $29.9 million, of which the Company’s share was $3.7 million. |
|---|
| (2) | During the year ended December 31, 2018, a joint venture investment distributed cash proceeds resulting from the refinancing of an existing loan of which the Company’s share was $3.6 million. This distribution was in excess of the Company’s carrying basis in this joint venture investment and to that extent was recognized as income. |
|---|
| (3) | During the year ended December 31, 2018, a joint venture recognized an impairment charge related to the pending foreclosure of a property, of which the Company’s share was $5.2 million. |
|---|
| (4) | During the year ended December 31, 2017, the Company recognized a cumulative foreign currency translation loss of $4.8 million due to the substantial liquidation of the Company’s investments in Canada during 2017. |
|---|
| (5) | During the year ended December 31, 2017, a joint venture recognized an impairment charge related to the pending sale of a property, of which the Company’s share was $3.4 million. |
|---|
During 2019, certain of the Company’s real estate joint ventures disposed of nine operating properties, in separate transactions, for an aggregate sales price of $247.4 million. These transactions resulted in an aggregate net gain to the Company of $14.4 million, for the year ended December 31, 2019.
During 2018, certain of the Company’s real estate joint ventures disposed of 11 operating properties, in separate transactions, for an aggregate sales price of $213.5 million. These transactions resulted in an aggregate net gain to the Company of $18.5 million, for the year ended December 31, 2018.
During 2017, certain of the Company’s real estate joint ventures disposed of or transferred interest to joint venture partners in 13 operating properties and a portion of one property, in separate transactions, for an aggregate sales price of $180.8 million. These transactions resulted in an aggregate net gain to the Company of $7.5 million, for the year ended December 31, 2017. In addition, during 2017, the Company acquired a controlling interest in three operating properties from certain joint ventures, in separate transactions, with an aggregate gross fair value of $320.1 million.
The table below presents debt balances within the Company’s unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at December 31, 2019 and 2018 (dollars in millions):
| December 31, 2019**** | December 31, 2018**** | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Joint Venture | Mortgages and Notes Payable, Net | Weighted Average Interest Rate | Weighted Average Remaining Term (months)* | Mortgages and Notes Payable, Net | Weighted Average Interest Rate | Weighted Average Remaining Term (months)* | ||||||||||||||||||
| Prudential Investment Program | $ | 538.1 | 3.46 | % | 46.8 | $ | 572.6 | 4.29 | % | 49.0 | ||||||||||||||
| KIR | 556.0 | 4.39 | % | 28.4 | 651.4 | 4.43 | % | 40.4 | ||||||||||||||||
| CPP | 84.8 | 3.25 | % | 42.0 | 84.4 | 3.85 | % | 54.0 | ||||||||||||||||
| Other Joint Venture Programs | 415.2 | 3.87 | % | 80.9 | 474.2 | 4.26 | % | 78.6 | ||||||||||||||||
| Total | $ | 1,594.1 | $ | 1,782.6 |
- Average remaining term includes extensions
65
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
KIR –
The Company holds a 48.6% noncontrolling limited partnership interest in KIR and has a master management agreement whereby the Company performs services for fees relating to the management, operation, supervision and maintenance of the joint venture properties.
The Company’s equity in income from KIR for the year ended December 31, 2019 exceeded 10% of the Company’s income from continuing operations before income taxes; as such the Company is providing summarized financial information for KIR as follows (in millions):
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018**** | |||||||
| Assets: | ||||||||
| Real estate, net | $ | 788.7 | $ | 848.7 | ||||
| Other assets | 83.6 | 98.5 | ||||||
| Total Assets | $ | 872.3 | $ | 947.2 | ||||
| Liabilities and Partners’/Members’ Capital: | ||||||||
| Notes payable, net | $ | - | $ | 73.0 | ||||
| Mortgages payable, net | 556.0 | 578.5 | ||||||
| Other liabilities | 16.3 | 20.0 | ||||||
| Members’ capital | 300.0 | 275.7 | ||||||
| Total Liabilities and Partners'/Members Capital | $ | 872.3 | $ | 947.2 |
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018 | 2017**** | ||||||||||
| Revenues | $ | 193.6 | $ | 197.2 | $ | 198.9 | ||||||
| Operating expenses | (51.0 | ) | (53.3 | ) | (55.5 | ) | ||||||
| Depreciation and amortization | (38.0 | ) | (42.2 | ) | (39.4 | ) | ||||||
| Gain on sale of operating properties | 32.2 | 13.5 | 9.0 | |||||||||
| Interest expense | (28.2 | ) | (33.3 | ) | (35.3 | ) | ||||||
| Other expense, net | (1.1 | ) | (1.5 | ) | (1.5 | ) | ||||||
| Net income | $ | 107.5 | $ | 80.4 | $ | 76.2 |
Summarized financial information for the Company’s investment in and advances to all other real estate joint ventures is as follows (in millions):
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018**** | |||||||
| Assets: | ||||||||
| Real estate, net | $ | 2,596.9 | $ | 2,725.4 | ||||
| Other assets | 140.3 | 128.5 | ||||||
| Total Assets | $ | 2,737.2 | $ | 2,853.9 | ||||
| Liabilities and Partners’/Members’ Capital: | ||||||||
| Notes payable, net | $ | 199.8 | $ | 199.7 | ||||
| Mortgages payable, net | 838.3 | 931.4 | ||||||
| Other liabilities | 59.5 | 42.4 | ||||||
| Noncontrolling interests | 17.7 | 16.8 | ||||||
| Partners’/Members’ capital | 1,621.9 | 1,663.6 | ||||||
| Total Liabilities and Partners'/Members Capital | $ | 2,737.2 | $ | 2,853.9 |
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | ||||||||||
| Revenues | $ | 317.6 | $ | 309.1 | $ | 317.1 | ||||||
| Operating expenses | (99.4 | ) | (92.8 | ) | (95.1 | ) | ||||||
| Impairment charges | (39.5 | ) | (20.7 | ) | (12.8 | ) | ||||||
| Depreciation and amortization | (76.9 | ) | (80.3 | ) | (76.8 | ) | ||||||
| Gain on sale of operating properties | 15.0 | 46.8 | 17.0 | |||||||||
| Interest expense | (47.1 | ) | (46.8 | ) | (46.6 | ) | ||||||
| Other (expense)/income, net | (14.2 | ) | (2.9 | ) | (1.5 | ) | ||||||
| Net income | $ | 55.5 | $ | 112.4 | $ | 101.3 |
66
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling $3.5 million and $2.5 million at December 31, 2019 and 2018, respectively. The Company has varying equity interests in these real estate joint ventures, which may differ from their proportionate share of net income or loss recognized in accordance with GAAP.
The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. Generally, such investments contain operating properties and the Company has determined these entities do not contain the characteristics of a VIE. As of December 31, 2019 and 2018, the Company’s carrying value in these investments was $578.1 million and $570.9 million, respectively.
8. Other Real Estate Investments:
Preferred Equity Capital –
The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its net investment. As of December 31, 2019, the Company’s net investment under the Preferred Equity program was $175.3 million relating to 240 properties, including 230 net leased properties which are accounted for as direct financing leases. For the year ended December 31, 2019, the Company earned $25.8 million from its preferred equity investments, including net profit participation of $7.3 million. As of December 31, 2018, the Company’s net investment under the Preferred Equity program was $176.3 million relating to 285 properties, including 273 net leased properties which are accounted for as direct financing leases. For the year ended December 31, 2018, the Company earned $28.8 million from its preferred equity investments, including profit participation of $10.6 million.
As of December 31, 2019, these preferred equity investment properties had non-recourse mortgage loans aggregating $236.1 million (including fair market value of debt adjustments aggregating $9.3 million). These loans have scheduled maturities ranging from seven months to five years and bear interest at rates ranging from 4.19% to 10.47%. Due to the Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital.
Summarized financial information relating to the Company’s preferred equity investments is as follows (in millions):
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018**** | |||||||
| Assets: | ||||||||
| Real estate, net | $ | 91.6 | $ | 110.4 | ||||
| Other assets | 484.6 | 578.8 | ||||||
| Total Assets | $ | 576.2 | $ | 689.2 | ||||
| Liabilities and Partners’/Members’ Capital: | ||||||||
| Mortgages payable, net | $ | 236.1 | $ | 314.0 | ||||
| Other liabilities | 2.6 | 3.0 | ||||||
| Partners’/Members’ capital | 337.5 | 372.2 | ||||||
| Total Liabilities and Partners'/Members Capital | $ | 576.2 | $ | 689.2 |
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018**** | 2017**** | ||||||||||
| Revenues | $ | 66.6 | $ | 77.0 | $ | 75.4 | ||||||
| Operating expenses | (16.0 | ) | (15.5 | ) | (14.7 | ) | ||||||
| Depreciation and amortization | (3.2 | ) | (4.3 | ) | (4.6 | ) | ||||||
| Gain on sale of operating properties | 13.6 | 1.9 | 4.3 | |||||||||
| Interest expense | (11.9 | ) | (16.9 | ) | (20.4 | ) | ||||||
| Other expense, net | (7.9 | ) | (8.2 | ) | (5.9 | ) | ||||||
| Net income | $ | 41.2 | $ | 34.0 | $ | 34.1 |
67
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
9. Variable Interest Entities (“VIE”):
Included within the Company’s operating properties at December 31, 2019 and 2018, are 22 and 23 consolidated entities that are VIEs, respectively for which the Company is the primary beneficiary. These entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less and they do not have substantive participating rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At December 31, 2019, total assets of these VIEs were $0.9 billion and total liabilities were $70.9 million. At December 31, 2018, total assets of these VIEs were $1.1 billion and total liabilities were $75.2 million.
The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.
Additionally, included within the Company’s real estate development projects at December 31, 2019 and 2018, one consolidated entity that is a VIE, for which the Company is the primary beneficiary. This entity has been established to develop a real estate property to hold as a long-term investment. The Company’s involvement with this entity is through its majority ownership and management of this property. This entity was deemed a VIE primarily because the equity investment at risk were not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was the primary beneficiary of this VIE as a result of its controlling financial interest. At December 31, 2019, total assets of this real estate development VIE were $346.9 million and total liabilities were $82.5 million. At December 31, 2018, total assets of this real estate development VIE were $275.6 million and total liabilities were $68.0 million.
Substantially all the projected remaining development costs to be funded for this real estate development project, aggregating $40.0 million, will be funded with capital contributions from the Company, when contractually obligated. The Company has not provided financial support to this VIE that it was not previously contractually required to provide.
All liabilities of these VIEs are non-recourse to the Company (“VIE Liabilities”). The assets of the unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining VIE assets are encumbered by third party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The classification of the Restricted Assets and VIE Liabilities on the Company’s Consolidated Balance Sheets are as follows (in millions):
| **December 31, **2019 | **December 31, **2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Number of unencumbered VIEs | 19 | 20 | ||||||
| Number of encumbered VIEs | 4 | 4 | ||||||
| Total number of consolidated VIEs | 23 | 24 | ||||||
| Restricted Assets: | ||||||||
| Real estate, net | $ | 228.9 | $ | 229.2 | ||||
| Cash and cash equivalents | 9.2 | 4.4 | ||||||
| Accounts and notes receivable, net | 3.8 | 2.1 | ||||||
| Other assets | 3.6 | 3.3 | ||||||
| Total Restricted Assets | $ | 245.5 | $ | 239.0 | ||||
| VIE Liabilities: | ||||||||
| Mortgages and construction loan payable, net | $ | 104.5 | $ | 83.8 | ||||
| Other liabilities | 48.9 | 59.4 | ||||||
| Total VIE Liabilities | $ | 153.4 | $ | 143.2 |
68
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
10. Leases
The Company adopted Topic 842, on January 1, 2019, and as a result, recorded a ROU asset of $106.0 million and a corresponding lease liability of $98.7 million (see Footnote 1 to the Company’s Consolidated Financial Statements for further discussion on the adoption of Topic 842). As the lessee, the Company currently leases real estate space under noncancelable operating lease agreements for ground leases and administrative office leases. The Company’s leases have remaining lease terms ranging from less than one year to 52 years, some of which include options to extend the terms for up to an additional 75 years. The Company does not include any of its renewal options in its lease terms for calculating its lease liability as the renewal options allow the Company to maintain operational flexibility, and the Company is not reasonably certain it will exercise these renewal options at this time. The weighted-average remaining non-cancelable lease term for the Company’s operating leases was 21.1 years at December 31, 2019. The Company’s operating lease liabilities are determined based on the estimated present value of the Company’s minimum lease payments under its lease agreements. The discount rate used to determine the lease liabilities is based on the estimated incremental borrowing rate on a lease by lease basis. When calculating the incremental borrowing rates, the Company utilized data from (i) its recent debt issuances, (ii) publicly available data for instruments with similar characteristics, (iii) observable mortgage rates and (iv) unlevered property yields and discount rates. The Company then applied adjustments to account for considerations related to term and security that may not be fully incorporated by the data sets. The weighted-average discount rate was 6.65% at December 31, 2019.
The components of the Company’s lease expense, which are included in rent expense and general and administrative expense on the Company’s Consolidated Statements of Income, were as follows (in thousands):
| As of December 31, 2019 | ||||
|---|---|---|---|---|
| Lease cost: | ||||
| Operating lease cost | $ | 12,630 | ||
| Variable lease cost | 2,038 | |||
| Total lease cost | $ | 14,668 |
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheets (in thousands):
| Year End****ing December 31, | ||||
|---|---|---|---|---|
| 2020 | $ | 10,715 | ||
| 2021 | 10,499 | |||
| 2022 | 9,906 | |||
| 2023 | 9,918 | |||
| 2024 | 9,016 | |||
| Thereafter | 128,589 | |||
| Total minimum lease payments | $ | 178,643 | ||
| Less imputed interest | (85,932 | ) | ||
| Total operating lease liabilities | $ | 92,711 |
The future minimum lease payments to be paid by the Company under noncancelable operating leases as of December 31, 2018, as reported in the 2018 Annual Report on Form 10-K for the year ended December 31, 2018, are as follows (in thousands):
| Year End****ing December 31, | ||||
|---|---|---|---|---|
| 2019 | $ | 12,206 | ||
| 2020 | 9,901 | |||
| 2021 | 9,716 | |||
| 2022 | 9,236 | |||
| 2023 | 8,936 | |||
| Thereafter | 115,788 | |||
| Total minimum lease payments | $ | 165,783 |
69
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
11. Other Assets:
Mortgages and Other Financing Receivables
The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the Company. For a complete listing of the Company’s mortgages and other financing receivables at December 31, 2019, see Financial Statement Schedule IV included in this annual report on Form 10-K.
The following table reconciles mortgage loans and other financing receivables from January 1, 2017 to _December 31, 2019 (_in thousands):
| 2019**** | 2018**** | 2017**** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, | $ | 14,448 | $ | 21,838 | $ | 23,197 | ||||||
| Additions: | ||||||||||||
| New mortgage loans | 3,750 | 14,825 | - | |||||||||
| Additions under existing mortgage loans | 48 | - | - | |||||||||
| Foreign currency translation | - | 116 | 385 | |||||||||
| Amortization of loan discounts | 33 | 125 | 112 | |||||||||
| Deductions: | ||||||||||||
| Loan repayments | (10,136 | ) | (21,012 | ) | - | |||||||
| Charge off/foreign currency translation | - | (155 | ) | (449 | ) | |||||||
| Collections of principal | (313 | ) | (1,287 | ) | (1,405 | ) | ||||||
| Amortization of loan costs | (1 | ) | (2 | ) | (2 | ) | ||||||
| Balance at December 31, | $ | 7,829 | $ | 14,448 | $ | 21,838 |
The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2019, the Company had a total of seven loans, all of which were identified as performing loans.
Albertsons –
The Company owns 9.48% of the common stock of Albertsons Companies, Inc. ("ACI"), one of the largest food and drug retailers in the United States and accounts for this investment on the cost method. The Company's net investment in ACI is $140.2 million and is included in Other assets on the Company's Consolidated Balance Sheets. As of December 31,2019, there were no identified events or changes in circumstances that may have a significant adverse effect on the fair value of this cost method investment.
Held-for-Sale -
At December 31, 2018, the Company had two consolidated properties classified as held-for-sale at an aggregate carrying amount of $17.2 million, net of accumulated depreciation of $5.5 million, which are included in Other assets on the Company’s Consolidated Balance Sheets. The Company’s determination of the fair value of the properties was based upon executed contracts of sale with third parties, which are in excess of the carrying values of the properties. There were no properties held-for-sale at December 31, 2019.
70
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
12. Notes Payable:
As of December 31, 2019 and 2018 the Company’s Notes payable, net consisted of the following (dollars in millions):
| Carrying Amount at December 31, | Interest Rate at December 31, | Maturity Date at | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018 | 2019**** | 2018**** | December 31, 201****9 | ||||||||||||||||||||
| Senior unsecured notes | $ | 4,684.9 | $ | 4,334.9 | 2.70% | - | 4.45% | 2.70% | - | 6.88% | May-2021– Oct 2049 | |||||||||||||
| Credit facility | 200.0 | 100.0 | (a) | (a) | Mar-2021 | |||||||||||||||||||
| Deferred financing costs, net | (53.1 | ) | (53.4 | ) | n/a | n/a | n/a | |||||||||||||||||
| $ | 4,831.8 | $ | 4,381.5 | 3.46%* | 3.48%* |
- Weighted-average interest rate
| (a) | Accrues interest at a rate of LIBOR plus 0.875% (2.64% and 3.31% at December 31, 2019 and 2018, respectively). |
|---|
During the year ended December 31, 2019, the Company issued the following senior unsecured notes (dollars in millions):
| Date Issued | Maturity Date | Amount Issued | Interest Rate | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Aug-19 | Oct-49 | $ | 350.0 | 3.70% |
During the year ended December 31, 2018, the Company repaid the following notes (dollars in millions):
| Type | Date Paid | Amount Repaid | Interest Rate | Maturity Date | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior unsecured notes (1) | Aug-18 | $ | 300.0 | 6.875% | Oct-19 | |||||||
| Senior unsecured notes (2) | Jun-18 & Jul-18 | $ | 15.1 | 3.200% | May-21 |
| (1) | The Company recorded an early extinguishment of debt charge of $12.8 million resulting from the early repayment of these notes. |
|---|
| (2) | Represents partial repayments. As of December 31, 2018, these notes had an outstanding balance of $484.9 million. |
|---|
The scheduled maturities of all notes payable excluding unamortized debt issuance costs of $53.1 million, as of December 31, 2019, were as follows (in millions):
| 2020**** | 2021**** | 2022**** | 2023**** | 2024**** | Thereafter | Total | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Principal payments | $ | - | $ | 684.9 | $ | 500.0 | $ | 350.0 | $ | 400.0 | $ | 2,950.0 | $ | 4,884.9 |
The Company’s supplemental indentures governing its Senior Unsecured Notes contain covenants whereby the Company is subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels, (b) certain debt service ratios and (c) certain asset to debt ratios. In addition, the Company is restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Company's qualification as a REIT providing the Company is in compliance with its total leverage limitations. The Company was in compliance with all of the covenants as of December 31, 2019.
Interest on the Company’s fixed-rate Senior Unsecured Notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.
Credit Facility
The Company has a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2021, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2022. This Credit Facility, which accrues interest at a rate of LIBOR plus 87.5 basis points (2.64% as of December 31, 2019), can be increased to $2.75 billion through an accordion feature. In addition, the Credit Facility includes a $500.0 million sub-limit which provides the Company the opportunity to borrow in alternative currencies including Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. The Company was in compliance with all of the covenants as of December 31, 2019. As of December 31, 2019, the Credit Facility had a balance of $200.0 million outstanding and $0.3 million appropriated for letters of credit.
71
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
13. Mortgages and Construction Loan Payable:
Mortgages, collateralized by certain shopping center properties (see Financial Statement Schedule III included in this annual report on Form 10-K), are generally due in monthly installments of principal and/or interest.
In August 2018, the Company closed on a construction loan commitment of $67.0 million relating to one development property. This loan commitment was scheduled to mature in August 2020, with six additional six-month options to extend the maturity date to August 2023, bore interest at a rate of LIBOR plus 180 basis points (3.56% as of December 31, 2019), interest was paid monthly with a principal payment due at maturity. As of December 31, 2019, the construction loan had a balance of $67.0 million outstanding. Subsequent to December 31, 2019, this construction loan was fully repaid.
As of December 31, 2019 and 2018, the Company’s Mortgages and construction loan payable, net consisted of the following (in millions):
| Carrying Amount at December 31, | Interest Rate at December 31, | Maturity Date at | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018**** | 2019**** | 2018**** | December 31, 201****9 | ||||||||||||||||||||
| Mortgages payable | $ | 410.6 | $ | 430.8 | 3.23% | - | 7.23% | 3.23% | - | 9.75% | May-2020 – Apr-2028 | |||||||||||||
| Construction loan payable | 67.0 | 51.0 | 3.56% | 4.23% | Aug-2020 | |||||||||||||||||||
| Fair value debt adjustments, net | 7.9 | 13.1 | n/a | n/a | n/a | |||||||||||||||||||
| Deferred financing costs, net | (1.5 | ) | (2.5 | ) | n/a | n/a | n/a | |||||||||||||||||
| $ | 484.0 | $ | 492.4 | 4.97%* | 4.89%* |
- Weighted-average interest rate
During 2019, the Company repaid $6.6 million of mortgage debt that encumbered three operating properties. Additionally, during 2019, the Company disposed of an encumbered property through a deed in lieu transaction. This transaction resulted in a net decrease in mortgage debt of $7.0 million (including a fair market value adjustment of $0.1 million) and a gain on forgiveness of debt of $2.8 million, which is included in Other income, net in the Company’s Consolidated Statements of Income.
During 2018, the Company (i) deconsolidated $206.0 million of individual non-recourse mortgage debt relating to an operating property for which the Company no longer holds a controlling interest and (ii) repaid $205.6 million of maturing mortgage debt (including fair market value adjustments of $0.9 million) that encumbered six operating properties
During 2018, the Company disposed of an encumbered property through foreclosure. The transaction resulted in a net decrease in mortgage debt of $12.4 million. In addition, the Company recognized a gain on forgiveness of debt of $4.3 million and relief of accrued interest of $3.4 million, both of which are included in Other income, net on the Company’s Consolidated Statements of Income.
The scheduled principal payments (excluding any extension options available to the Company) of all mortgages and construction loans payable, excluding unamortized fair value debt adjustments of $7.9 million and unamortized debt issuance costs of $1.5 million, as of December 31, 2019, were as follows (in millions):
| 2020 | 2021 | 2022 | 2023 | 2024**** | Thereafter | Total | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Principal payments | $ | 169.3 | $ | 144.8 | $ | 144.5 | $ | 15.1 | $ | 1.7 | $ | 2.2 | $ | 477.6 |
14. Noncontrolling Interests/Redeemable Noncontrolling Interests:
Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or having determined that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income. During the year ended December 31, 2019, there were various acquisitions and dispositions/liquidations of entities that had an impact on noncontrolling interest. See Footnote 3 of the Notes to Consolidated Financial Statements for additional information regarding specific transactions.
72
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Noncontrolling interests
The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired partially through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value adjustment of $15.1 million (collectively, the "Units"). Since the acquisition date the Company has redeemed a substantial portion of these units. As of December 31, 2019 and 2018, noncontrolling interests relating to the remaining units were $5.2 million. The Units related annual cash distribution rates and related conversion features consisted of the following as of December 31, 2019:
| Type | Par Value Per Unit | Number of Units Remaining | Return Per Annum | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B-1 Preferred Units (1) | $ | 10,000 | 189 | 7.0% | ||||||||
| Class B-2 Preferred Units (2) | $ | 10,000 | 42 | 7.0% | ||||||||
| Class C DownReit Units (1) | $ | 30.52 | 52,797 | Equal to the Company’s common stock dividend |
| (1) | These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock, based upon the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. |
|---|
| (2) | These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets. |
|---|
The Company owns a shopping center located in Bay Shore, NY, which was acquired in 2006 with the issuance of 647,758 redeemable Class B Units at a par value of $37.24 per unit. The units accrue a return equal to the Company’s common stock dividend and are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a ratio of 1:1. These units are callable by the Company any time after April 3, 2026, and are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. During 2007, 30,000 units, or $1.1 million par value, of the Class B Units were redeemed and at the Company’s option settled in cash. In addition, during 2019 and 2018, 188,951 and 25,970 units, or $8.0 million and $1.1 million book value, respectively, of the Class B Units were redeemed and at the Company’s option settled in cash for $4.0 million and $0.5 million, respectively. The redemption value of these units is calculated using the 30 day weighted average closing price of the Company's common stock prior to redemption. As of December 31, 2019 and 2018, noncontrolling interest relating to the remaining Class B Units was $16.2 million and $24.3 million, respectively.
Noncontrolling interests also includes 138,015 convertible units issued during 2006 by the Company, which were valued at $5.3 million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in Albany, NY. These units are currently redeemable at the option of the holder for cash or at the option of the Company for the Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal to the dividend rate of the Company’s common stock.
Redeemable noncontrolling interests
Included within noncontrolling interests are units that were determined to be contingently redeemable that are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Consolidated Balance Sheets.
The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years ended December 31, 2019 and 2018 (in thousands):
| 2019 | 2018**** | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance at January 1, | $ | 23,682 | $ | 16,143 | ||||
| Income | 358 | 373 | ||||||
| Distributions | (345 | ) | (355 | ) | ||||
| Redemption of redeemable units (1) | (5,752 | ) | - | |||||
| Adjustment to estimated redemption value (2) | - | 7,521 | ||||||
| Balance at December 31, | $ | 17,943 | $ | 23,682 |
| (1) | During 2019, the Company redeemed all 5,223,313 Class A Units for a total redemption price of $5.8 million. | |
|---|---|---|
| (2) | During the year ended December 31, 2018, the Company recorded an adjustment of $7.5 million to the estimated redemption fair market value of this noncontrolling interest in accordance with the provisions of the joint venture agreement and ASC 480 – Accounting for Redeemable Equity Instruments. The Company assesses the fair market value of this noncontrolling interest on a recurring basis and determined that its valuation was classified within Level 3 of the fair value hierarchy. The estimated fair market value of this noncontrolling interest was based upon a discounted cash flow model, for which a capitalization rate of 5.00% and discount rate of 6.00% were utilized in the model based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. No adjustment to fair value was required during the year ended December 31, 2019. |
73
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
15. Fair Value Disclosure of Financial Instruments:
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s estimation, based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are disclosed. The valuation method used to estimate fair value for fixed-rate and variable-rate debt is based on discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan amounts and debt maturities. The fair values for marketable securities are based on published values, securities dealers’ estimated market values or comparable market sales. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.
As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in thousands):
| December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018**** | |||||||||||||||
| Carrying Amounts | Estimated Fair Value | Carrying Amounts | Estimated Fair Value | |||||||||||||
| Notes payable, net (1) | $ | 4,831,759 | $ | 4,983,763 | $ | 4,381,456 | $ | 4,126,450 | ||||||||
| Mortgages and construction loan payable, net (2) | $ | 484,008 | $ | 486,042 | $ | 492,416 | $ | 486,341 |
| (1) | The Company determined that the valuation of its Senior Unsecured Notes were classified within Level 2 of the fair value hierarchy and its Credit Facility was classified within Level 3 of the fair value hierarchy. The estimated fair value amounts classified as Level 2 as of December 31, 2019 and 2018, were $4.8 billion and $4.0 billion, respectively. The estimated fair value amounts classified as Level 3 as of December 31, 2019 and 2018, were $199.9 million and $97.6 million, respectively. |
|---|
| (2) | The Company determined that its valuation of these Mortgages payable was classified within Level 3 of the fair value hierarchy. |
|---|
The Company has certain financial instruments that must be measured under the FASB’s Fair Value Measurements and Disclosures guidance, including available for sale securities. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The Company from time to time has used interest rate swaps to manage its interest rate risk. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Based on these inputs, the Company has determined that interest rate swap valuations are classified within Level 2 of the fair value hierarchy.
74
The tables below present the Company’s financial assets measured at fair value on a recurring basis as of December 31, 2019 and 2018, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):
| Balance at **December 31, **2019 | Level 1 | Level 2 | Level 3 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets: | ||||||||||||||||
| Marketable equity securities (1) | $ | 9,353 | $ | 9,353 | $ | - | $ | - |
| Balance at **December 31, **2018 | Level 1 | Level 2 | Level 3 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets: | ||||||||||||||||
| Marketable equity securities (1) | $ | 9,045 | $ | 9,045 | $ | - | $ | - |
| (1) | Included in Other Assets on the Company's Consolidated Balance Sheets. |
|---|
Assets measured at fair value on a non-recurring basis at December 31, 2019 and 2018 are as follows (in thousands):
| Balance at December 31, 2019**** | Level 1 | Level 2 | Level 3 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real estate | $ | 39,510 | $ | - | $ | - | $ | 39,510 | ||||||||
| Other real estate investments | $ | 32,974 | $ | - | $ | - | $ | 32,974 |
| Balance at December 31, 2018 | Level 1 | Level 2 | Level 3 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real estate | $ | 99,693 | $ | - | $ | - | $ | 99,693 | ||||||||
| Investments in real estate joint ventures (1) | $ | 62,429 | $ | - | $ | - | $ | 62,429 |
| (1) | Fair value measurement as of date of deconsolidation. See Footnotes 5 and 7 to the Notes to the Consolidated Financial Statements. |
|---|
During the year ended December 31, 2019, the Company recognized impairment charges related to adjustments to property carrying values of $48.7 million. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from (i) signed contracts or letters of intent from third party offers or (ii) discounted cash flow models. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third party offers. For the discounted cash flow model, the capitalization rate was 10.50% and the discount rate was 11.50% which were utilized in the model based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the investment. Based on these inputs, the Company determined that its valuation of this investment was classified within Level 3 of the fair value hierarchy.
During the year ended December 31, 2018, the Company recognized impairment charges related to adjustments to property carrying values of $79.2 million. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from (i) signed contracts or letters of intent from third party offers, (ii) discounted cash flow models or (iii) third party appraisals. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third party offers. For the discounted cash flow models and appraisals, the capitalization rates primarily range from 8.50% to 9.75% and discount rates primarily range from 9.25% to 11.25% which were utilized in the models based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective investment. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy.
The property carrying value impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions.
75
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
16. Preferred Stock, Common Stock and Convertible Unit Transactions:
Preferred Stock
The Company’s outstanding Preferred Stock is detailed below (in thousands, except share data and par values):
| As of December 31, 201****9 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class of Preferred Stock | Shares Authorized | Shares Issued and Outstanding | Liquidation Preference (in thousands) | Dividend Rate | Annual Dividend per Depositary Share | Par Value | Optional Redemption Date | ||||||||||||||||||
| Class L | 10,350 | 9,000 | $ | 225,000 | 5.125 | % | $ | 1.28125 | $ | 1.00 | 8/16/2022 | ||||||||||||||
| Class M | 10,580 | 10,580 | 264,500 | 5.250 | % | $ | 1.31250 | $ | 1.00 | 12/20/2022 | |||||||||||||||
| 19,580 | $ | 489,500 |
| As of December 31, 201****8 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class of Preferred Stock | Shares Authorized | Shares Issued and Outstanding | Liquidation Preference (in thousands) | Dividend Rate | Annual Dividend per Depositary Share | Par Value | Optional Redemption Date | ||||||||||||||||||
| Class I | 18,400 | 7,000 | $ | 175,000 | 6.000 | % | $ | 1.50000 | $ | 1.00 | 3/20/2017 | ||||||||||||||
| Class J | 9,000 | 9,000 | 225,000 | 5.500 | % | $ | 1.37500 | $ | 1.00 | 7/25/2017 | |||||||||||||||
| Class K | 8,050 | 7,000 | 175,000 | 5.625 | % | $ | 1.40625 | $ | 1.00 | 12/7/2017 | |||||||||||||||
| Class L | 10,350 | 9,000 | 225,000 | 5.125 | % | $ | 1.28125 | $ | 1.00 | 8/16/2022 | |||||||||||||||
| Class M (1) | 10,580 | 10,580 | 264,500 | 5.250 | % | $ | 1.31250 | $ | 1.00 | 12/20/2022 | |||||||||||||||
| 42,580 | $ | 1,064,500 |
| (1) | During January 2018, the underwriting financial institutions for the Class M issuance elected to exercise the over-allotment option and as a result, the Company issued an additional 1,380,000 Class M Depositary Shares, each representing a one-thousandth fractional interest in a share of the Company's 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. The Company received net proceeds before expenses of $33.4 million from this offering. |
|---|
The following Preferred Stock classes were redeemed during the year ended December 31, 2019:
| Class of Preferred Stock | Redemption Date | Depositary Shares Redeemed | Redemption Price per Depositary Share | Redemption Amount (in millions) | Redemption Charges (in millions) (1) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class J | 12/31/2019 | 9,000,000 | $ | 25.00 | $ | 225.0 | $ | 7.1 | ||||||||||
| Class I | 9/14/2019 | 7,000,000 | $ | 25.00 | $ | 175.0 | $ | 5.5 | ||||||||||
| Class K | 9/14/2019 | 7,000,000 | $ | 25.00 | $ | 175.0 | $ | 5.9 |
| (1) | Redemption charges resulting from the difference between the redemption amount and the carrying amount of the respective preferred stock class on the Company’s Consolidated Balance Sheets are accounted for in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. These charges were subtracted from net income attributable to the Company to arrive at net income available to the Company’s common shareholders and used in the calculation of earnings per share. |
|---|
The Company’s Preferred Stock Depositary Shares for all classes are not convertible or exchangeable for any other property or securities of the Company.
Voting Rights - The Class L and M Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.
As to any matter on which the Class L or M Preferred Stock may vote, including any actions by written consent, each share of the Class L or M Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class L or M Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class L or M Preferred Stock). As a result, each Class L or M Depositary Share is entitled to one vote.
Liquidation Rights
In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $25,000 per share of Class L Preferred Stock and $25,000 per share of Class M Preferred Stock ($25.00 per each Class L and Class M Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights.
76
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Common Stock
During September 2019, the Company established an ATM program, pursuant to which the Company may offer and sell from time to time shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. During the year ended December 31, 2019, the Company issued 9,514,544 shares and received proceeds of $200.1 million, net of commissions and fees of $1.8 million. As of December 31, 2019, the Company had $298.1 million available under this ATM program.
During February 2018, the Company’s Board of Directors authorized a share repurchase program, which is effective for a term of two years, pursuant to which the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million. The Company did not repurchase any shares under the share repurchase program during the year ended December 31, 2019. During the year ended December 31, 2018, the Company repurchased 5,100,000 shares for an aggregate purchase price of $75.1 million (weighted average price of $14.72 per share). As of December 31, 2019, the Company had $224.9 million available under this share repurchase program. During February 2020, the Company’s Board of Directors approved an extension of this existing share repurchase program for a term of two years, which will expire in February 2022.
The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common stock relating to the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. During 2019, 2018 and 2017, the Company repurchased 223,609 shares, 278,566 shares and 232,304 shares, respectively, relating to shares of common stock surrendered to the Company to satisfy statutory minimum tax withholding obligations relating to the vesting of restricted stock awards under the Company’s equity-based compensation plans.
Convertible Units
The Company has various types of convertible units that were issued in connection with the purchase of operating properties (see Footnote 14 of the Notes to Consolidated Financial Statements). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2019, is $13.3 million. The Company has the option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle in common stock, the unit holders would receive 0.6 million shares of common stock.
Dividends Declared
The following table provides a summary of the dividends declared per share:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | ||||||||||
| Common Stock | $ | 1.12000 | $ | 1.12000 | $ | 1.09000 | ||||||
| Class I Depositary Shares | $ | 0.99583 | $ | 1.50000 | $ | 1.50000 | ||||||
| Class I Depositary Shares Redeemed | $ | - | $ | - | $ | 0.96250 | ||||||
| Class J Depositary Shares | $ | 1.37500 | $ | 1.37500 | $ | 1.37500 | ||||||
| Class K Depositary Shares | $ | 0.93359 | $ | 1.40625 | $ | 1.40625 | ||||||
| Class L Depositary Shares | $ | 1.28125 | $ | 1.28125 | $ | 0.48047 | ||||||
| Class M Depositary Shares | $ | 1.31250 | $ | 1.31250 | $ | 0.04010 |
77
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
17. Supplemental Schedule of Non-Cash Investing/Financing Activities:
The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2019, 2018 and 2017 (in thousands):
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Acquisition of real estate interests by assumption of mortgage debt | $ | - | $ | - | $ | 45,299 | ||||||
| Acquisition of real estate interests through proceeds held in escrow | $ | 36,076 | $ | - | $ | 162,396 | ||||||
| Proceeds deposited in escrow through sale of real estate interests | $ | 5,106 | $ | 41,949 | $ | 162,396 | ||||||
| Disposition of real estate interests through the issuance of mortgage receivable | $ | 3,750 | $ | 14,700 | $ | - | ||||||
| Disposition of real estate interests by a deed in lieu/foreclosure of debt | $ | 3,892 | $ | 7,444 | $ | - | ||||||
| Forgiveness of debt due to a deed in lieu/foreclosure | $ | 6,905 | $ | 12,415 | $ | - | ||||||
| Capital expenditures accrual | $ | 65,900 | $ | 60,611 | $ | 74,123 | ||||||
| Surrender of restricted common stock | $ | 4,030 | $ | 4,360 | $ | 5,699 | ||||||
| Declaration of dividends paid in succeeding period | $ | 126,274 | $ | 130,262 | $ | 128,892 | ||||||
| Change in noncontrolling interest due to liquidation of partnership | $ | - | $ | - | $ | 64,948 | ||||||
| Increase in redeemable noncontrolling interests’ carrying amount | $ | - | $ | 7,521 | $ | - | ||||||
| Deemed contribution from noncontrolling interest | $ | - | $ | - | $ | 10,000 | ||||||
| Consolidation of Joint Ventures: | ||||||||||||
| Increase in real estate and other assets, net | $ | 7,884 | $ | - | $ | 325,981 | ||||||
| Increase in mortgages payable, other liabilities and noncontrolling interests | $ | 7,747 | $ | - | $ | 258,626 | ||||||
| Deconsolidation of Joint Ventures: | ||||||||||||
| Decrease in real estate and other assets | $ | - | $ | 300,299 | $ | - | ||||||
| Increase in investments in and advances to real estate joint ventures | $ | - | $ | 62,429 | $ | - | ||||||
| Decrease in mortgages and construction loan payable, other liabilities and noncontrolling interests | $ | - | $ | 248,274 | $ | - |
18. Transactions with Related Parties:
The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint ventures in which certain stockholders of the Company have economic interests. Such services are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct costs incurred in connection with management of the centers. Substantially all of the Management and other fee income on the Company’s Consolidated Statements of Income constitute fees earned from affiliated entities. Reference is made to Footnotes 3 and 7 of the Notes to Consolidated Financial Statements for additional information regarding transactions with related parties.
Ripco
Ripco Real Estate Corp. (“Ripco”) business activities include serving as a leasing agent and representative for national and regional retailers including Target, Best Buy, Kohl’s and many others, providing real estate brokerage services and principal real estate investing. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Milton Cooper, Executive Chairman of the Board of Directors of the Company. During 2019, 2018 and 2017, the Company paid brokerage commissions of $0.4 million, $0.2 million and $0.4 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company.
ProHEALTH
ProHEALTH is a multi-specialty physician group practice offering one-stop health care. Dr. David Cooper, M.D. and Dr. Clifford Cooper, M.D. were minority owners of ProHEALTH and are sons of Milton Cooper, Executive Chairman of the Board of Directors of the Company. As of December 31, 2019, Dr. David Cooper, M.D. and Dr. Clifford Cooper, M.D. no longer have an affiliation with ProHEALTH. David Cooper is the father of Ross Cooper, President and Chief Investment Officer of the Company. ProHEALTH and/or its affiliates (“ProHEALTH”) have leasing arrangements with the Company whereby two consolidated property locations are currently under lease. Total contractual annual base rent received by the Company from these ProHEALTH leasing arrangements was $0.4 million for each of the years ended December 31, 2018 and 2017.
19. Commitments and Contingencies:
Operations
The Company is primarily engaged in the operation of shopping centers that are either owned or held under long-term leases that expire at various dates through 2109. The Company, in turn, leases premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants' sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels and percentage rents comprised 98% of total revenues from rental properties for each of the three years ended December 31, 2019, 2018 and 2017.
The minimum revenues expected to be received by the Company from rental properties under the terms of all non-cancelable tenant leases for future years, assuming no new or renegotiated leases are executed for such premises, are as follows (in millions):
| 2020 | 2021 | 2022 | 2023 | 2024**** | Thereafter | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Minimum revenues | $ | 827.4 | $ | 773.6 | $ | 680.9 | $ | 582.0 | $ | 485.4 | $ | 2,658.1 |
Base rental revenues from rental properties are recognized on a straight-line basis over the terms of the related leases. The difference between the amount of rental income contracted through leases and rental income recognized on a straight-line basis for the years ended December 31, 2019, 2018 and 2017 was $17.2 million, $13.6 million and $15.7 million, respectively.
78
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Letters of Credit
The Company has issued letters of credit in connection with the completion and repayment guarantees for loans encumbering certain of the Company’s development and redevelopment projects and guaranty of payment related to the Company’s insurance program. At December 31, 2019, these letters of credit aggregated $40.8 million.
Other
In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2019, there were $17.6 million in performance and surety bonds outstanding.
The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company as of December 31, 2019.
20. Incentive Plans:
The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share-based payments to employees, including grants of employee stock options, restricted stock and performance shares, be recognized in the Statements of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Monte Carlo method for performance shares or the Black-Scholes option pricing formula, both of which are intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is based on the price on the date of grant.
The Company recognized expense associated with its equity awards of $20.2 million, $18.2 million and $21.6 million, for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, the Company had $33.8 million of total unrecognized compensation cost related to unvested stock compensation granted under the 2010 Plan. That cost is expected to be recognized over a weighted-average period of 2.8 years. At December 31, 2019, the Company had 1.1 million shares of common stock available for issuance under the Plans, net of shares delivered in settlement in accordance with the 2010 Plan.
Stock Options
During 2019, 2018 and 2017, the Company did not grant any stock options. Information with respect to stock options outstanding under the Plan for the years ended December 31, 2019, 2018 and 2017 are as follows:
| Shares | Weighted-Average Exercise Price Per Share | **Aggregate Intrinsic **Value (in millions) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Options outstanding, January 1, 2017 | 6,013,729 | $ | 32.09 | $ | 12.1 | |||||||
| Exercised | (83,863 | ) | $ | 18.20 | $ | 3.4 | ||||||
| Forfeited | (2,464,920 | ) | $ | 35.91 | ||||||||
| Options outstanding, December 31, 2017 | 3,464,946 | $ | 27.81 | $ | - | |||||||
| Exercised | (42,259 | ) | $ | 14.00 | $ | 0.1 | ||||||
| Forfeited | (1,781,321 | ) | $ | 36.53 | ||||||||
| Options outstanding, December 31, 2018 | 1,641,366 | $ | 18.78 | $ | 0.4 | |||||||
| Exercised | (268,856 | ) | $ | 14.43 | $ | 1.1 | ||||||
| Forfeited | (74,574 | ) | $ | 20.24 | ||||||||
| Options outstanding, December 31, 2019 | 1,297,936 | $ | 19.60 | $ | 2.0 | |||||||
| Options exercisable (fully vested) - | ||||||||||||
| December 31, 2017 | 3,464,946 | $ | 27.81 | $ | 4.0 | |||||||
| December 31, 2018 | 1,641,366 | $ | 18.78 | $ | 0.4 | |||||||
| December 31, 2019 | 1,297,936 | $ | 19.60 | $ | 2.0 |
The exercise price per share for options outstanding as of December 31, 2019 ranges from $13.05 to $24.12. The Company estimates forfeitures based on historical data. As of December 31, 2019, all of the Company’s outstanding options were vested. The weighted-average remaining contractual life for options outstanding and exercisable as of December 31, 2019 was 2.1 years. Cash received from options exercised under the Plan was $3.9 million, $0.6 million and $1.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.
79
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Restricted Stock
Information with respect to restricted stock under the Plan for the years ended December 31, 2019, 2018 and 2017 are as follows:
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted stock outstanding as of January 1, | 2,104,914 | 1,777,429 | 1,930,732 | |||||||||
| Granted (1) | 884,170 | 1,100,590 | 646,142 | |||||||||
| Vested | (603,148 | ) | (751,201 | ) | (783,872 | ) | ||||||
| Forfeited | (18,093 | ) | (21,904 | ) | (15,573 | ) | ||||||
| Restricted stock outstanding as of December 31, | 2,367,843 | 2,104,914 | 1,777,429 |
| (1) | The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2019, 2018 and 2017 were $18.03, $14.72 and $25.04, respectively. |
|---|
Restricted shares have the same voting rights as the Company’s common stock and are entitled to a cash dividend per share equal to the Company’s common dividend which is taxable as ordinary income to the holder. For the years ended December 31, 2019, 2018 and 2017, the dividends paid on unvested restricted shares were $3.0 million, $2.8 million, and $2.4 million, respectively.
Performance Shares
Information with respect to performance share awards under the Plan for the years ended December 31, 2019, 2018 and 2017 are as follows:
| 2019**** | 2018**** | 2017**** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance share awards outstanding as of January 1, | 433,230 | 235,950 | 197,249 | |||||||||
| Granted (1) | 407,080 | 297,450 | 135,780 | |||||||||
| Vested (2) | (135,780 | ) | (100,170 | ) | (97,079 | ) | ||||||
| Performance share awards outstanding as of December 31, | 704,530 | 433,230 | 235,950 |
| (1) | The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2019, 2018 and 2017 were $22.00, $15.40 and $23.35, respectively. |
|---|
| (2) | For the years ended December 31, 2019, 2018 and 2017, the corresponding common stock equivalent of these vested awards were 104,551, 0 and 0 shares, respectively. |
|---|
The more significant assumptions underlying the determination of fair values for these performance awards granted during 2019, 2018 and 2017 were as follows:
| 2019**** | 2018**** | 2017**** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock price | $ | 17.81 | $ | 14.99 | $ | 24.91 | ||||||
| Dividend yield (1) | 0 | % | 0 | % | 0 | % | ||||||
| Risk-free rate | 2.52 | % | 2.39 | % | 1.45 | % | ||||||
| Volatility (2) | 24.55 | % | 22.90 | % | 18.93 | % | ||||||
| Term of the award (years) | 2.88 | 2.85 | 2.88 |
| (1) | Total Shareholder Returns, as used in the performance share awards computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized. |
|---|
| (2) | Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over the look-back period based on the term of the award. |
|---|
80
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Other
The Company maintains a 401(k)-retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation, is fully vested and funded as of December 31, 2019. The Company’s contributions to the plan were $2.2 million, $2.2 million and $2.1 million for the years ended December 31, 2019, 2018 and 2017, respectively.
The Company recognized severance costs associated with employee terminations during the years ended December 31, 2019, 2018 and 2017, of $2.6 million, $3.8 million and $5.5 million, respectively.
21. Income Taxes:
The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992. To qualify as a REIT, the Company must meet several organizational and operational requirements, including a requirement that it currently distribute at least 90% of its REIT taxable income to its stockholders. Management intends to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate federal income tax, provided that dividends to its stockholders equal at least the amount of its REIT taxable income. If the Company failed to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be permitted to elect REIT status for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through TRSs is subject to federal, state and local income taxes. The Company is also subject to local taxes on certain non-U.S. investments.
Reconciliation between GAAP Net Income and Federal Taxable Income
The following table reconciles GAAP net income to taxable income for the years ended December 31, 2019, 2018 and 2017 (in thousands):
| 2019**** | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Estimated) | (Actual) | (Actual) | ||||||||||
| GAAP net income attributable to the Company | $ | 410,605 | $ | 497,795 | $ | 426,075 | ||||||
| GAAP net loss/(income) attributable to TRSs | 1,117 | (2,436 | ) | (12,406 | ) | |||||||
| GAAP net income from REIT operations (1) | 411,722 | 495,359 | 413,669 | |||||||||
| Net book depreciation in excess of tax depreciation | 56,094 | 46,754 | 122,043 | |||||||||
| Capitalized leasing/legal commissions | - | (15,268 | ) | (7,102 | ) | |||||||
| Deferred/prepaid/above-market and below-market rents, net | (33,518 | ) | (23,466 | ) | (29,364 | ) | ||||||
| Fair market value debt amortization | (4,412 | ) | (5,268 | ) | (8,495 | ) | ||||||
| Book/tax differences from executive compensation (2) | 6,026 | 5,460 | 2,396 | |||||||||
| Book/tax differences from non-qualified stock options | (1,121 | ) | (112 | ) | (172 | ) | ||||||
| Book/tax differences from investments in and advances to real estate joint ventures | (606 | ) | 26,263 | (24,992 | ) | |||||||
| Book/tax differences from sale of properties | 18,692 | (13,612 | ) | (86,629 | ) | |||||||
| Book adjustment to property carrying values and marketable equity securities | 31,980 | 59,866 | 51,309 | |||||||||
| Taxable currency exchange gains/(losses), net | (33 | ) | 929 | (780 | ) | |||||||
| Tangible property regulation deduction | - | (40,361 | ) | (52,809 | ) | |||||||
| GAAP gain on change in control of joint venture interests | (137 | ) | (6,800 | ) | (71,160 | ) | ||||||
| Dividends from TRSs | 3,331 | 526 | 1,226 | |||||||||
| Other book/tax differences, net | (3,166 | ) | 775 | 2,056 | ||||||||
| Adjusted REIT taxable income | $ | 484,852 | $ | 527,045 | $ | 311,196 |
Certain amounts in the prior periods have been reclassified to conform to the current year presentation, in the table above.
| (1) | All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interests and TRSs. |
|---|
| (2) | In accordance with the Tax Cuts and Jobs Act, effective for tax years beginning on January 1, 2018, Section 162(m) of the Code a $1.0 million limit per executive was placed on the amount a company can deduct for executive compensation for each of their CEO, CFO and the other three most highly paid executives. |
|---|
81
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Characterization of Distributions
The following characterizes distributions paid for tax purposes for the years ended December 31, 2019, 2018 and 2017, (amounts in thousands):
| 2019**** | 2018**** | 2017**** | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred I Dividends | ||||||||||||||||||||||||
| Ordinary income | $ | 7,389 | 77 | % | $ | 5,565 | 53 | % | $ | 21,636 | 96 | % | ||||||||||||
| Capital gain | 2,207 | 23 | % | 4,935 | 47 | % | 902 | 4 | % | |||||||||||||||
| $ | 9,596 | 100 | % | $ | 10,500 | 100 | % | $ | 22,538 | 100 | % | |||||||||||||
| Preferred J Dividends | ||||||||||||||||||||||||
| Ordinary income | $ | 11,541 | 77 | % | $ | 6,559 | 53 | % | $ | 11,880 | 96 | % | ||||||||||||
| Capital gain | 3,447 | 23 | % | 5,816 | 47 | % | 495 | 4 | % | |||||||||||||||
| $ | 14,988 | 100 | % | $ | 12,375 | 100 | % | $ | 12,375 | 100 | % | |||||||||||||
| Preferred K Dividends | ||||||||||||||||||||||||
| Ordinary income | $ | 6,927 | 77 | % | $ | 5,217 | 53 | % | $ | 9,450 | 96 | % | ||||||||||||
| Capital gain | 2,069 | 23 | % | 4,627 | 47 | % | 394 | 4 | % | |||||||||||||||
| $ | 8,996 | 100 | % | $ | 9,844 | 100 | % | $ | 9,844 | 100 | % | |||||||||||||
| Preferred L Dividends | ||||||||||||||||||||||||
| Ordinary income | $ | 8,879 | 77 | % | $ | 6,111 | 53 | % | $ | 1,814 | 96 | % | ||||||||||||
| Capital gain | 2,652 | 23 | % | 5,420 | 47 | % | 76 | 4 | % | |||||||||||||||
| $ | 11,531 | 100 | % | $ | 11,531 | 100 | % | $ | 1,890 | 100 | % | |||||||||||||
| Preferred M Dividends | ||||||||||||||||||||||||
| Ordinary income | $ | 10,692 | 77 | % | $ | 6,031 | 53 | % | $ | - | - | |||||||||||||
| Capital gain | 3,194 | 23 | % | 5,348 | 47 | % | - | - | ||||||||||||||||
| $ | 13,886 | 100 | % | $ | 11,379 | 100 | % | $ | - | - | ||||||||||||||
| Common Dividends | ||||||||||||||||||||||||
| Ordinary income | $ | 328,726 | 70 | % | $ | 235,642 | 50 | % | $ | 260,573 | 57 | % | ||||||||||||
| Capital gain | 98,618 | 21 | % | 212,077 | 45 | % | 9,143 | 2 | % | |||||||||||||||
| Return of capital | 42,265 | 9 | % | 23,564 | 5 | % | 187,430 | 41 | % | |||||||||||||||
| $ | 469,609 | 100 | % | $ | 471,283 | 100 | % | $ | 457,146 | 100 | % | |||||||||||||
| Total dividends distributed for tax purposes | $ | 528,606 | $ | 526,912 | $ | 503,793 |
For the years ended December 31, 2019, 2018 and 2017 cash dividends paid for tax purposes were equivalent to, or in excess of, the dividends paid deduction.
Taxable REIT Subsidiaries and Taxable Entities
The Company is subject to federal, state and local income taxes on income reported through its TRS activities, which include wholly owned subsidiaries of the Company. The Company’s TRSs include Kimco Realty Services II, Inc. (“KRS”), FNC Realty Corporation, Kimco Insurance Company (collectively “KRS Consolidated”) and the consolidated entity, Blue Ridge Real Estate Company/Big Boulder Corporation.
On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, making significant changes to taxation of corporations and individuals. Effective for tax years beginning on January 1, 2018, this tax reform law reduces the federal statutory income tax rate from 35% to 21% for corporations and changed other certain tax provisions and deductions. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. As a result, the Company remeasured its deferred tax assets and liabilities and recorded a tax provision of $1.1 million during 2017.
82
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company is also subject to local non-U.S. taxes on certain investments located outside the U.S. In general, under local country law applicable to the entity ownership structures the Company has in place and applicable tax treaties, the repatriation of cash to the Company from its subsidiaries and joint ventures in Canada, Puerto Rico and Mexico generally is not subject to withholding tax. The Company is subject to and includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are primarily held by the Company at the REIT level and not in the Company’s TRSs. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.
Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.
The Company’s pre-tax book income/(loss) and (provision)/benefit for income taxes relating to the Company’s TRSs and taxable entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2019, 2018 and 2017, are summarized as follows (in thousands):
| 201****9 | 201****8 | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (Loss)/income before income taxes – U.S. | $ | (1,682 | ) | $ | 4,331 | $ | 1,487 | ||
| Benefit/(provision) for income taxes, net: | |||||||||
| Federal: | |||||||||
| Current | 3,362 | (1,221 | ) | (704 | ) | ||||
| Deferred | (349 | ) | (1,198 | ) | (632 | ) | |||
| Federal tax benefit/(provision) | 3,013 | (2,419 | ) | (1,336 | ) | ||||
| State and local: | |||||||||
| Current | (26 | ) | (43 | ) | (66 | ) | |||
| Deferred | (19 | ) | (414 | ) | (190 | ) | |||
| State tax provision | (45 | ) | (457 | ) | (256 | ) | |||
| Total tax benefit/(provision) – U.S. | 2,968 | (2,876 | ) | (1,592 | ) | ||||
| Net income/(loss) from U.S. TRSs | $ | 1,286 | $ | 1,455 | $ | (105 | ) | ||
| (Loss)/income before taxes – Non-U.S. | $ | (599 | ) | $ | 2,384 | $ | (11,483 | ) | |
| (Provision)/benefit for Non-U.S. income taxes: | |||||||||
| Current | $ | (69 | ) | $ | 1,634 | $ | 2,425 | ||
| Deferred | 418 | (358 | ) | 47 | |||||
| Non-U.S. tax benefit | $ | 349 | $ | 1,276 | $ | 2,472 |
Provision for income taxes differs from the amounts computed by applying the statutory federal income tax rate to taxable income before income taxes as follows (in thousands):
| 2019**** | 2018**** | 2017**** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Federal benefit/(provision) at statutory tax rate* (1) (3) | $ | 3,010 | $ | (2,490 | ) | $ | (520 | ) | ||||
| State and local provision, net of federal benefit (2) | (42 | ) | (386 | ) | (1,072 | ) | ||||||
| Total tax benefit/(provision) – U.S. | $ | 2,968 | $ | (2,876 | ) | $ | (1,592 | ) |
- Federal statutory tax rate of 21% for the years ended December 31, 2019 and 2018 and federal statutory tax rate of 35% for the year ended December 31, 2017.
| (1) | The year ended December 31, 2018 includes a charge of $1.6 million related to the recording of a deferred tax valuation allowance. |
|---|
| (2) | The year ended December 31, 2018 includes a charge of $0.3 million related to the recording of a deferred tax valuation allowance. |
|---|---|
| (3) | The year ended December 31, 2019 includes a tax benefit from AMT Credit refunds of $3.7 million and $1.1 million related to the recording of a deferred tax valuation allowance. |
83
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Deferred Tax Assets, Liabilities and Valuation Allowances
The Company’s deferred tax assets and liabilities at December 31, 2019 and 2018, were as follows (in thousands):
| 2019**** | 2018**** | |||||||
|---|---|---|---|---|---|---|---|---|
| Deferred tax assets: | ||||||||
| Tax/GAAP basis differences | $ | 29,618 | $ | 28,865 | ||||
| Net operating losses (1) | 20,917 | 20,947 | ||||||
| Tax credit carryforwards (2) | 2,340 | 6,064 | ||||||
| Capital loss carryforwards | 2,270 | 2,270 | ||||||
| Related party deferred losses | 619 | 619 | ||||||
| Charitable contribution carryforwards | 23 | 23 | ||||||
| Valuation allowance | (42,703 | ) | (45,413 | ) | ||||
| Total deferred tax assets | 13,084 | 13,375 | ||||||
| Deferred tax liabilities | (12,844 | ) | (12,768 | ) | ||||
| Net deferred tax assets | $ | 240 | $ | 607 |
| (1) | Expiration dates ranging from 2021 to 2032. |
|---|
| (2) | Expiration dates ranging from 2027 to 2035 and tax year 2018 includes alternative minimum tax credit carryovers of $3.5 million that did not expire. The alternative minimum tax credits were recognized in 2019. |
|---|
The major differences between the GAAP basis of accounting and the basis of accounting used for federal and state income tax reporting consist of impairment charges recorded for GAAP purposes, but not recognized for tax purposes, depreciation and amortization, rental revenue recognized on the straight-line method for GAAP, reserves for doubtful accounts, above-market and below-market lease amortization, differences in GAAP and tax basis of assets sold, and the period in which certain gains were recognized for tax purposes, but not yet recognized under GAAP.
Deferred tax assets and deferred tax liabilities are included in the captions Other assets and Other liabilities on the Company's Consolidated Balance Sheets at December 31, 2019 and 2018. Operating losses and the valuation allowance are related primarily to the Company’s consolidation of its TRSs for accounting and reporting purposes.
Under GAAP a reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if, based on the evidence available, it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. Effective August 1, 2016, the Company merged Kimco Realty Services, Inc. (“KRSI”), a TRS holding REIT qualifying real estate, into a wholly owned LLC (the “Merger”) and KRSI was dissolved. As a result of the Merger, the Company determined that the realization of its then net deferred tax assets was not deemed more likely than not and as such, the Company recorded a full valuation allowance against these net deferred tax assets that existed at the time of the Merger.
The Company prepared an analysis of the tax basis built-in tax gain or built-in loss inherent in each asset acquired from KRSI in the Merger. Assets of a TRS that become REIT assets in a merger transaction of the type entered into by the Company and KRSI are subject to corporate tax on the aggregate net built-in gain (built-in gains in excess of built-in losses) during a recognition period. Accordingly, the Company is subject to corporate-level taxation on the aggregate net built-in gain from the sale of KRSI assets within 60 months from the Merger date (the recognition period). The maximum taxable amount with respect to all merged assets disposed within 60 months of the Merger is limited to the aggregate net built-in gain at the Merger date. The Company compared fair value to tax basis for each property or asset to determine its built-in gain (value over basis) or built-in loss (basis over value) which could be subject to corporate level taxes if the Company disposed of the asset previously held by KRSI during the 60 months following the Merger date. In the event that sales of KRSI assets during the recognition period result in corporate level tax, the unrecognized tax benefits reported as deferred tax assets from KRSI will be utilized to reduce the corporate level tax for GAAP purposes.
Uncertain Tax Positions
The Company is subject to income tax in certain jurisdictions outside the U.S., principally Canada and Mexico. The statute of limitations on assessment of tax varies from three to seven years depending on the jurisdiction and tax issue. Tax returns filed in each jurisdiction are subject to examination by local tax authorities. The Company is currently under audit by the Canadian Revenue Agency and Mexican Tax Authority. The resolution of these audits are not expected to have a material effect on the Company’s financial statements. The Company does not believe that the total amount of unrecognized tax benefits as of December 31, 2019, will significantly increase or decrease within the next 12 months.
84
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The liability for uncertain tax benefits principally consists of estimated foreign tax liabilities in years for which the statute of limitations is open. Open years range from 2010 through 2018 and vary by jurisdiction and issue. The aggregate changes in the balance of unrecognized tax benefits, associated with the Company’s previously held interests in Canada, for the years ended December 31, 2019 and 2018 were as follows (in thousands):
| 2019**** | 2018**** | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance at January 1, | $ | 2,806 | $ | 3,991 | ||||
| Changes in tax positions related to current year (1) | 16 | (250 | ) | |||||
| Reductions due to lapsed statute of limitations | (434 | ) | (935 | ) | ||||
| Balance at December 31, | $ | 2,388 | $ | 2,806 |
| (1) | Amounts relate to increases/(decreases) from foreign currency translation adjustments. |
|---|
During August 2016, the Mexican Tax Authority issued tax assessments against 35 entities, including certain joint ventures, of the Company that had previously held interests in operating properties in Mexico. These assessments relate to certain income tax, interest expense and withholding tax items subject to the United States-Mexico Income Tax Convention (the “Treaty”). The assessments were for the 2010 tax year with four of the 35 entities also assessed for the years 2007 and/or 2008. The assessments include amounts for taxes aggregating $33.7 million, interest aggregating $16.5 million and penalties aggregating $11.4 million. The Company’s aggregate share of these amounts is $52.6 million. The Company filed appeals in the Mexican Tax Court in September 2018 challenging these assessments, as it believes that it has operated in accordance with the Treaty provisions and has therefore concluded that no amounts are payable with respect to this matter. The U.S. Competent Authority (Department of Treasury), responsible for administering U.S. tax treaties, indicates agreement with this position and has represented the Company regarding this matter with the Mexican Competent Authority. During April 2019, all the appeals were argued at a hearing in the Superior Chamber of the Tax Court. During November and December 2019, the Mexican Tax Court issued its ruling on 25 of the 35 total assessments which found that $17.9 million ($14.7 million representing the Company’s share) of the total assessment was improperly assessed, but ruled in favor of the Mexican Tax Authority with respect to the balance of the assessments. Regarding the portion of the ruling in favor of the Mexican Tax Authority, the Company believes it has operated in accordance with the Treaty provisions and has therefore not changed its position on this matter. The Company has filed appeals for the rulings it has received. The remaining 10 rulings, not yet received, are expected to be consistent with the current rulings and the Company intends to appeal these when received. The Company intends to continue to vigorously defend its position and believes it will prevail, however this outcome cannot be assured.
85
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
22. Earnings Per Share:
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):
| For the Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019**** | 2018 | 2017 | ||||||||||
| Computation of Basic and Diluted Earnings Per Share: | ||||||||||||
| Net income available to the Company's common shareholders | $ | 339,988 | $ | 439,604 | $ | 372,461 | ||||||
| Change in estimated redemption value of redeemable noncontrolling interests | - | (7,521 | ) | - | ||||||||
| Earnings attributable to participating securities | (2,599 | ) | (2,375 | ) | (2,132 | ) | ||||||
| Net income available to the Company’s common shareholders for basic earnings per share | 337,389 | 429,708 | 370,329 | |||||||||
| Distributions on convertible units | 30 | 99 | - | |||||||||
| Net income available to the Company’s common shareholders for diluted earnings per share | $ | 337,419 | $ | 429,807 | $ | 370,329 | ||||||
| Weighted average common shares outstanding – basic | 420,370 | 420,641 | 423,614 | |||||||||
| Effect of dilutive securities (1): | ||||||||||||
| Equity awards | 1,365 | 628 | 405 | |||||||||
| Assumed conversion of convertible units | 64 | 110 | - | |||||||||
| Weighted average common shares outstanding – diluted | 421,799 | 421,379 | 424,019 | |||||||||
| Net income available to the Company's common shareholders: | ||||||||||||
| Basic earnings per share | $ | 0.80 | $ | 1.02 | $ | 0.87 | ||||||
| Diluted earnings per share | $ | 0.80 | $ | 1.02 | $ | 0.87 |
| (1) | The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 0.5 million, 1.3 million and 3.1 million stock options that were not dilutive as of December 31, 2019, 2018 and 2017, respectively. |
|---|
The Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings.
23. Supplemental Financial Information (Unaudited):
The following represents the quarterly results of operations, expressed in thousands except per share amounts, for the years ended December 31, 2019 and 2018:
| 2019**** | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
| Revenues | $ | 295,010 | $ | 284,873 | $ | 282,871 | $ | 296,130 | ||||||||
| Net income attributable to the Company | $ | 116,169 | $ | 101,027 | $ | 83,990 | $ | 109,419 | ||||||||
| Net income per common share: | ||||||||||||||||
| Basic | $ | 0.24 | $ | 0.20 | $ | 0.14 | $ | 0.22 | ||||||||
| Diluted | $ | 0.24 | $ | 0.20 | $ | 0.14 | $ | 0.22 |
| 2018**** | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
| Revenues | $ | 304,078 | $ | 293,403 | $ | 283,080 | $ | 284,201 | ||||||||
| Net income attributable to the Company | $ | 144,090 | $ | 165,386 | $ | 100,158 | $ | 88,161 | ||||||||
| Net income per common share: | ||||||||||||||||
| Basic | $ | 0.30 | $ | 0.36 | $ | 0.19 | $ | 0.17 | ||||||||
| Diluted | $ | 0.30 | $ | 0.36 | $ | 0.19 | $ | 0.17 |
86
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
24. Captive Insurance Company:
In October 2007, the Company formed a wholly owned captive insurance company, KIC, which provides general liability insurance coverage for all losses below the deductible under the Company’s third-party liability insurance policy. The Company created KIC as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate. Like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms.
KIC assumes occurrence basis general liability coverage (not including casualty loss or business interruption) for the Company and its affiliates under the terms of a reinsurance agreement entered into by KIC and the reinsurance provider.
From October 1, 2007 through October 1, 2020, KIC assumes 100% of the first $250,000 per occurrence risk layer. This coverage is subject to annual aggregates ranging between $7.8 million and $11.1 million per policy year. The annual aggregate is adjustable based on the amount of audited square footage of the insureds’ locations and can be adjusted for subsequent program years. Defense costs erode the stated policy limits. KIC is required to pay the reinsurance provider for unallocated loss adjustment expenses an amount ranging between 8.0% and 12.2% of incurred losses for the policy periods ending September 30, 2008 through September 30, 2020. These amounts do not erode the Company’s per occurrence or aggregate limits.
As of December 31, 2019 and 2018, the Company maintained a letter of credit in the amount of $21.5 million and $23.0 million, respectively, issued in favor of the reinsurance provider to provide security for the Company’s obligations under its agreement with the reinsurance provider. The letter of credit maintained as of December 31, 2019, has an expiration date of February 15, 2020, with automatic renewals for one year.
Activity in the liability for unpaid losses and loss adjustment expenses for the years ended December 31, 2019 and 2018, is summarized as follows (in thousands):
| 2019 | 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance at the beginning of the year | $ | 16,130 | $ | 18,965 | ||||
| Incurred related to: | ||||||||
| Current year | 5,331 | 5,236 | ||||||
| Prior years | (1,948 | ) | (2,653 | ) | ||||
| Total incurred | 3,383 | 2,583 | ||||||
| Paid related to: | ||||||||
| Current year | (256 | ) | (683 | ) | ||||
| Prior years | (3,593 | ) | (4,735 | ) | ||||
| Total paid | (3,849 | ) | (5,418 | ) | ||||
| Balance at the end of the year | $ | 15,664 | $ | 16,130 |
For the years ended December 31, 2019 and 2018, the changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses resulted in a decrease of $1.9 million and $2.7 million, respectively, which was primarily due to continued regular favorable loss development on the general liability coverage assumed.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For Years Ended December 31, 2019, 2018 and 2017
(in thousands)
| Balance at beginning of period | Charged to expenses | Adjustments to valuation accounts | Deductions | Balance at end of period | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2019 | ||||||||||||||||||||
| Allowance for deferred tax asset | $ | 45,413 | $ | - | $ | (2,710 | ) | $ | - | $ | 42,703 | |||||||||
| Year Ended December 31, 2018 | ||||||||||||||||||||
| Allowance for uncollectable accounts (1) | $ | 17,066 | $ | 9,254 | $ | - | $ | (5,882 | ) | $ | 20,438 | |||||||||
| Allowance for deferred tax asset | $ | 54,155 | $ | - | $ | (8,742 | ) | $ | - | $ | 45,413 | |||||||||
| Year Ended December 31, 2017 | ||||||||||||||||||||
| Allowance for uncollectable accounts (1) | $ | 24,175 | $ | 6,641 | $ | - | $ | (13,750 | ) | $ | 17,066 | |||||||||
| Allowance for deferred tax asset | $ | 95,126 | $ | - | $ | (40,971 | ) | $ | - | $ | 54,155 |
| (1) | Includes allowances on accounts receivable and straight-line rents. |
|---|
| KIMCO REALTY CORPORATION AND SUBSIDIARIES | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||
| December 31, 2019 |
| INITIAL COST | COST | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| DESCRIPTION | State | LAND | BUILDING AND IMPROVEMENTS | CAPITALIZED SUBSEQUENT TO ACQUISITION (1) | LAND | BUILDING AND IMPROVEMENTS | TOTAL | ACCUMULATED DEPRECIATION | TOTAL COST, NET OF ACCUMULATED DEPRECIATION | ENCUMBRANCES (2) | DATE OF ACQUISITION(A) CONSTRUCTION(C) | |||
| SHOPPING CENTERS | ||||||||||||||
| MESA RIVERVIEW | AZ | 15,000,000 | - | 143,355,726 | 307,992 | 158,047,734 | 158,355,726 | 64,312,335 | 94,043,391 | - | 2005(C) | |||
| METRO SQUARE | AZ | 4,101,017 | 16,410,632 | 2,302,017 | 4,101,017 | 18,712,649 | 22,813,666 | 9,876,683 | 12,936,983 | - | 1998(A) | |||
| PLAZA DEL SOL | AZ | 5,324,501 | 21,269,943 | 1,600,778 | 4,577,869 | 23,617,353 | 28,195,222 | 9,771,579 | 18,423,643 | - | 1998(A) | |||
| PLAZA AT MOUNTAINSIDE | AZ | 2,450,341 | 9,802,046 | 2,451,010 | 2,450,341 | 12,253,056 | 14,703,397 | 6,977,925 | 7,725,472 | - | 1997(A) | |||
| VILLAGE CROSSROADS | AZ | 5,662,554 | 24,981,223 | 1,265,298 | 5,662,554 | 26,246,521 | 31,909,075 | 6,323,449 | 25,585,626 | - | 2011(A) | |||
| NORTH VALLEY | AZ | 6,861,564 | 18,200,901 | 6,082,402 | 3,861,272 | 27,283,595 | 31,144,867 | 5,595,396 | 25,549,471 | - | 2011(A) | |||
| CHRISTOWN SPECTRUM | AZ | 33,831,348 | 91,004,070 | 18,373,348 | 76,638,511 | 66,570,255 | 143,208,766 | 14,743,804 | 128,464,962 | - | 2015(A) | |||
| BELL CAMINO CENTER | AZ | 2,427,465 | 6,439,065 | 689,471 | 2,427,465 | 7,128,536 | 9,556,001 | 2,215,168 | 7,340,833 | - | 2012(A) | |||
| BELL CAMINO-SAFEWAY PARCEL | AZ | 1,104,233 | 4,574,035 | - | 1,104,233 | 4,574,035 | 5,678,268 | 133,306 | 5,544,962 | - | 2019(A) | |||
| COLLEGE PARK SHOPPING CENTER | AZ | 3,276,951 | 7,741,323 | 1,275,173 | 3,276,951 | 9,016,496 | 12,293,447 | 2,862,725 | 9,430,722 | - | 2011(A) | |||
| COSTCO PLAZA - 541 | CA | 4,995,639 | 19,982,557 | 569,752 | 4,995,639 | 20,552,309 | 25,547,948 | 11,562,681 | 13,985,267 | - | 1998(A) | |||
| BROOKHURST CENTER | CA | 10,492,714 | 31,357,512 | 3,524,807 | 22,299,852 | 23,075,181 | 45,375,033 | 3,894,609 | 41,480,424 | - | 2016(A) | |||
| LAKEWOOD PLAZA | CA | 1,294,176 | 3,669,266 | (3,445,611) | - | 1,517,831 | 1,517,831 | 727,962 | 789,869 | - | 2014(A) | |||
| MADISON PLAZA | CA | 5,874,396 | 23,476,190 | 2,511,994 | 5,874,396 | 25,988,184 | 31,862,580 | 13,026,896 | 18,835,684 | - | 1998(A) | |||
| CORONA HILLS PLAZA | CA | 13,360,965 | 53,373,453 | 10,875,821 | 13,360,965 | 64,249,274 | 77,610,239 | 36,069,787 | 41,540,452 | - | 1998(A) | |||
| 280 METRO CENTER | CA | 38,734,566 | 94,903,403 | 267,577 | 38,734,566 | 95,170,980 | 133,905,546 | 13,194,581 | 120,710,965 | - | 2015(A) | |||
| LABAND VILLAGE SHOPPING CENTER | CA | 5,600,000 | 13,289,347 | (858,589) | 5,607,237 | 12,423,521 | 18,030,758 | 6,418,166 | 11,612,592 | - | 2008(A) | |||
| CUPERTINO VILLAGE | CA | 19,886,099 | 46,534,919 | 26,582,719 | 19,886,099 | 73,117,638 | 93,003,737 | 22,253,195 | 70,750,542 | - | 2006(A) | |||
| NORTH COUNTY PLAZA | CA | 10,205,305 | 28,934,219 | (490,889) | 20,894,811 | 17,753,824 | 38,648,635 | 4,168,260 | 34,480,375 | - | 2014(A) | |||
| CHICO CROSSROADS | CA | 9,975,810 | 30,534,524 | (5,581,834) | 9,985,652 | 24,942,848 | 34,928,500 | 10,428,979 | 24,499,521 | - | 2008(A) | |||
| CREEKSIDE CENTER | CA | 3,870,823 | 11,562,580 | 179,527 | 5,154,061 | 10,458,869 | 15,612,930 | 1,455,396 | 14,157,534 | - | 2016(A) | |||
| LA MIRADA THEATRE CENTER | CA | 8,816,741 | 35,25 9,965 | (689,279) | 6,888,680 | 36,498,747 | 43,387,427 | 18,514,444 | 24,872,983 | - | 1998(A) | |||
| KENNETH HAHN PLAZA | CA | 4,114,863 | 7,660,855 | (1,796,476) | - | 9,979,242 | 9,979,242 | 3,563,777 | 6,415,465 | - | 2010(A) | |||
| LA VERNE TOWN CENTER | CA | 8,414,328 | 23,856,418 | 12,183,413 | 16,362,169 | 28,091,990 | 44,454,159 | 5,248,265 | 39,205,894 | - | 2014(A) | |||
| LINCOLN HILLS TOWN CENTER | CA | 8,228,587 | 26,127,322 | 477,068 | 8,228,587 | 26,604,390 | 34,832,977 | 4,928,028 | 29,904,949 | - | 2015(A) | |||
| NOVATO FAIR S.C. | CA | 9,259,778 | 15,599,790 | 1,179,252 | 9,259,778 | 16,779,042 | 26,038,820 | 6,806,338 | 19,232,482 | - | 2009(A) | |||
| SOUTH NAPA MARKET PLACE | CA | 1,100,000 | 22,159,086 | 20,969,254 | 23,119,071 | 21,109,269 | 44,228,340 | 12,816,370 | 31,411,970 | - | 2006(A) | |||
| PLAZA DI NORTHRIDGE | CA | 12,900,000 | 40,574,842 | 1,285,181 | 12,900,000 | 41,860,023 | 54,760,023 | 15,380,373 | 39,379,650 | - | 2005(A) | |||
| LINDA MAR SHOPPING CENTER | CA | 16,548,592 | 37,521,194 | 4,065,640 | 16,548,592 | 41,586,834 | 58,135,426 | 9,090,842 | 49,044,584 | - | 2014(A) |
| POWAY CITY CENTRE | CA | 5,854,585 | 13,792,470 | 9,133,189 | 7,247,814 | 21,532,430 | 28,780,244 | 9,484,235 | 19,296,009 | - | 2005(A) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REDWOOD CITY PLAZA | CA | 2,552,000 | 6,215,168 | 5,942,958 | 2,552,000 | 12,158,126 | 14,710,126 | 2,223,780 | 12,486,346 | - | 2009(A) | |||
| STANFORD RANCH | CA | 10,583,764 | 30,007,231 | 2,825,590 | 9,982,626 | 33,433,959 | 43,416,585 | 5,229,353 | 38,187,232 | 13,021,617 | 2014(A) | |||
| CROCKER RANCH | CA | 7,526,146 | 24,877,611 | 104,542 | 7,526,146 | 24,982,153 | 32,508,299 | 3,987,122 | 28,521,177 | 8,766,823 | 2015(A) | |||
| HOME DEPOT PLAZA | CA | 4,592,364 | 18,345,257 | 17,200 | 4,592,364 | 18,362,457 | 22,954,821 | 10,315,399 | 12,639,422 | - | 1998(A) | |||
| SANTEE TROLLEY SQUARE | CA | 40,208,683 | 62,963,757 | 411,257 | 40,208,683 | 63,375,014 | 103,583,697 | 17,986,945 | 85,596,752 | - | 2015(A) | |||
| SAN DIEGO CARMEL MOUNTAIN | CA | 5,322,600 | 8,873,991 | 244,224 | 5,322,600 | 9,118,215 | 14,440,815 | 2,681,379 | 11,759,436 | - | 2009(A) | |||
| FULTON MARKET PLACE | CA | 2,966,018 | 6,920,710 | 16,282,569 | 6,279,753 | 19,889,544 | 26,169,297 | 4,441,853 | 21,727,444 | - | 2005(A) | |||
| BLACK MOUNTAIN VILLAGE | CA | 4,678,015 | 11,913,344 | 964,215 | 4,678,015 | 12,877,559 | 17,555,574 | 5,059,703 | 12,495,871 | - | 2007(A) | |||
| RANCHO PENASQUITOS TOWNE CTR I | CA | 14,851,595 | 20,342,165 | 728,359 | 14,851,595 | 21,070,524 | 35,922,119 | 3,463,773 | 32,458,346 | 12,842,710 | 2015(A) | |||
| RANCHO PENASQUITOS-VONS PROP. | CA | 2,917,963 | 9,145,905 | - | 2,917,963 | 9,145,905 | 12,063,868 | 248,246 | 11,815,622 | - | 2019(A) | |||
| RANCHO PENASQUITOS TWN CTR II | CA | 12,944,972 | 20,323,961 | 728,718 | 12,944,972 | 21,052,679 | 33,997,651 | 3,472,979 | 30,524,672 | 9,855,105 | 2015(A) | |||
| CITY HEIGHTS | CA | 10,687,472 | 28,324,896 | (676,206) | 13,908,563 | 24,427,599 | 38,336,162 | 4,541,708 | 33,794,454 | - | 2012(A) | |||
| TRUCKEE CROSSROADS | CA | 2,140,000 | 28,324,896 | (18,556,146) | 2,140,000 | 9,768,750 | 11,908,750 | 5,931,012 | 5,977,738 | 1,492,324 | 2006(A) | |||
| GATEWAY AT DONNER PASS | CA | 4,515,688 | 8,318,667 | 14,132,153 | 8,759,279 | 18,207,229 | 26,966,508 | 1,926,037 | 25,040,471 | - | 2015(A) | |||
| WESTLAKE SHOPPING CENTER | CA | 16,174,307 | 64,818,562 | 103,332,384 | 16,174,307 | 168,150,946 | 184,325,253 | 61,003,852 | 123,321,401 | - | 2002(A) | |||
| LAKEWOOD VILLAGE | CA | 8,597,100 | 24,374,615 | (870,415) | 11,683,364 | 20,417,936 | 32,101,300 | 4,854,875 | 27,246,425 | - | 2014(A) | |||
| WHITTWOOD TOWN CENTER | CA | 57,135,695 | 105,814,560 | 2,249,451 | 57,138,906 | 108,060,800 | 165,199,706 | 12,185,715 | 153,013,991 | 43,665,459 | 2017(A) | |||
| VILLAGE ON THE PARK | CO | 2,194,463 | 8,885,987 | 16,704,873 | 3,018,391 | 24,766,932 | 27,785,323 | 6,314,280 | 21,471,043 | - | 1998(A) | |||
| QUINCY PLACE S.C. | CO | 1,148,317 | 4,608,249 | 2,568,067 | 1,148,317 | 7,176,316 | 8,324,633 | 3,734,528 | 4,590,105 | - | 1998(A) | |||
| EAST BANK S.C. | CO | 1,500,568 | 6,180,103 | 4,613,710 | 1,500,568 | 10,793,813 | 12,294,381 | 4,180,188 | 8,114,193 | - | 1998(A) | |||
| NORTHRIDGE SHOPPING CENTER | CO | 4,932,690 | 16,496,175 | 2,107,365 | 8,934,385 | 14,601,845 | 23,536,230 | 2,950,869 | 20,585,361 | - | 2013(A) | |||
| DENVER WEST 38TH STREET | CO | 161,167 | 646,983 | 412,472 | 161,167 | 1,059,455 | 1,220,622 | 363,563 | 857,059 | - | 1998(A) | |||
| ENGLEWOOD PLAZA | CO | 805,837 | 3,232,650 | 897,656 | 805,837 | 4,130,306 | 4,936,143 | 2,219,070 | 2,717,073 | - | 1998(A) | |||
| GREELEY COMMONS | CO | 3,313,095 | 20,069,559 | 1,525,944 | 3,313,095 | 21,595,503 | 24,908,598 | 4,986,795 | 19,921,803 | - | 2012(A) | |||
| HIGHLANDS RANCH VILLAGE S.C. | CO | 8,135,427 | 21,579,936 | 457,168 | 5,337,081 | 24,835,450 | 30,172,531 | 5,073,713 | 25,098,818 | - | 2011(A) | |||
| VILLAGE CENTER WEST | CO | 2,010,519 | 8,361,084 | 729,196 | 2,010,519 | 9,090,280 | 11,100,799 | 1,826,199 | 9,274,600 | - | 2011(A) | |||
| HIGHLANDS RANCH II | CO | 3,514,837 | 11,755,916 | 822,188 | 3,514,837 | 12,578,104 | 16,092,941 | 3,304,340 | 12,788,601 | - | 2013(A) | |||
| VILLAGE CENTER - HIGHLAND RANCH | CO | 1,140,000 | 2,660,000 | 283,724 | 1,140,000 | 2,943,724 | 4,083,724 | 396,713 | 3,687,011 | - | 2014(A) | |||
| HERITAGE WEST S.C. | CO | 1,526,576 | 6,124,074 | 2,309,547 | 1,526,576 | 8,433,621 | 9,960,197 | 4,093,180 | 5,867,017 | - | 1998(A) | |||
| MARKET AT SOUTHPARK | CO | 9,782,769 | 20,779,522 | 3,115,099 | 9,782,769 | 23,894,621 | 33,677,390 | 5,308,497 | 28,368,893 | - | 2011(A) | |||
| NEWTOWN S.C. | CT | - | 15,635,442 | 419,521 | - | 16,054,963 | 16,054,963 | 2,516,815 | 13,538,148 | 7,366,380 | 2014(A) | |||
| WEST FARM SHOPPING CENTER | CT | 5,805,969 | 23,348,024 | 18,702,013 | 7,585,116 | 40,270,890 | 47,856,006 | 17,447,864 | 30,408,142 | - | 1998(A) | |||
| HAMDEN MART | CT | 13,668,167 | 40,890,166 | 5,769,128 | 14,225,573 | 46,101,888 | 60,327,461 | 7,544,067 | 52,783,394 | 19,666,094 | 2016(A) | |||
| HOME DEPOT PLAZA | CT | 7,704,968 | 30,797,640 | 3,627,240 | 7,704,968 | 34,424,880 | 42,129,848 | 17,116,263 | 25,013,585 | - | 1998(A) | |||
| WILTON RIVER PARK SHOPPING CTR | CT | 7,154,585 | 27,509,279 | 236,837 | 7,154,584 | 27,746,117 | 34,900,701 | 5,598,301 | 29,302,400 | - | 2012(A) | |||
| BRIGHT HORIZONS | CT | 1,211,748 | 4,610,610 | 82,937 | 1,211,748 | 4,693,547 | 5,905,295 | 1,154,633 | 4,750,662 | - | 2012(A) | |||
| WILTON CAMPUS | CT | 10,168,872 | 31,893,016 | 2,642,528 | 10,168,872 | 34,535,544 | 44,704,416 | 9,258,360 | 35,446,056 | - | 2013(A) | |||
| CAMDEN SQUARE | DE | 122,741 | 66,738 | 4,680,370 | 3,024,375 | 1,845,474 | 4,869,849 | 232,710 | 4,637,139 | - | 2003(A) | |||
| PROMENADE AT CHRISTIANA | DE | 14,371,686 | - | 8,497,354 | 9,600,000 | 13,269,040 | 22,869,040 | 91,925 | 22,777,115 | - | 2014(C) | |||
| BRANDYWINE COMMONS | DE | - | 36,057,487 | (936,597) | - | 35,120,890 | 35,120,890 | 6,318,402 | 28,802,488 | - | 2014(A) | |||
| CAMINO SQUARE | FL | 573,875 | 2,295,501 | 3,654,326 | 733,875 | 5,789,827 | 6,523,702 | 3,872,616 | 2,651,086 | - | 1992(A) | |||
| CORAL SQUARE PROMENADE | FL | 710,000 | 2,842,907 | 4,125,500 | 710,000 | 6,968,407 | 7,678,407 | 4,231,686 | 3,446,721 | - | 1994(A) | |||
| MAPLEWOOD PLAZA | FL | 1,649,000 | 6,626,301 | 1,668,185 | 1,649,000 | 8,294,486 | 9,943,486 | 4,367,202 | 5,576,284 | - | 1997(A) | |||
| CURLEW CROSSING SHOPPING CTR | FL | 5,315,955 | 12,529,467 | 2,745,007 | 5,315,955 | 15,274,474 | 20,590,429 | 6,660,355 | 13,930,074 | - | 2005(A) | |||
| SHOPS AT SANTA BARBARA PHASE 1 | FL | 743,463 | 5,373,994 | 220,269 | 743,463 | 5,594,263 | 6,337,726 | 927,828 | 5,409,898 | - | 2015(A) | |||
| SHOPS AT SANTA BARBARA PHASE 2 | FL | 331,692 | 2,488,832 | - | 331,692 | 2,488,832 | 2,820,524 | 476,559 | 2,343,965 | - | 2015(A) | |||
| SHOPS AT SANTA BARBARA PHASE 3 | FL | 329,726 | 2,358,700 | 61,618 | 329,726 | 2,420,318 | 2,750,044 | 406,125 | 2,343,919 | - | 2015(A) | |||
| CORAL POINTE S.C. | FL | 2,411,608 | 20,507,735 | 609,267 | 2,411,608 | 21,117,002 | 23,528,610 | 3,507,027 | 20,021,583 | - | 2015(A) | |||
| DANIA POINTE | FL | 105,113,024 | - | 31,366,749 | 26,093,655 | 110,386,118 | 136,479,773 | 2,197,976 | 134,281,797 | 66,616,007 | 2016(C) |
| DANIA POINTE - PHASE II (3) | FL | - | - | 220,170,209 | 220,170,209 | - | 220,170,209 | - | 220,170,209 | - | 2018(C) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FT.LAUDERDALE/CYPRESS CREEK | FL | 14,258,760 | 28,042,390 | 3,348,067 | 14,258,760 | 31,390,457 | 45,649,217 | 10,756,266 | 34,892,951 | - | 2009(A) | |||
| HOMESTEAD-WACHTEL LAND LEASE | FL | 150,000 | - | - | 150,000 | - | 150,000 | - | 150,000 | - | 2013(A) | |||
| OAKWOOD PLAZA NORTH | FL | 35,300,961 | 141,731,019 | (247,550) | 35,300,961 | 141,483,469 | 176,784,430 | 18,280,715 | 158,503,715 | - | 2016(A) | |||
| OAKWOOD PLAZA SOUTH | FL | 11,126,609 | 40,592,103 | (66,541) | 11,126,609 | 40,525,562 | 51,652,171 | 5,587,292 | 46,064,879 | - | 2016(A) | |||
| OAKWOOD BUSINESS CTR-BLDG 1 | FL | 6,792,500 | 18,662,565 | 3,041,822 | 6,792,500 | 21,704,387 | 28,496,887 | 7,048,519 | 21,448,368 | - | 2009(A) | |||
| KIMCO AVENUES WALK, LLC | FL | 26,984,546 | - | (16,224,546) | 10,760,000 | - | 10,760,000 | - | 10,760,000 | - | 2005(C) | |||
| AVENUES WALK | FL | 8,169,933 | 20,173,468 | (22,001,328) | 1,724,923 | 4,617,150 | 6,342,073 | 695,547 | 5,646,526 | - | 2017(A) | |||
| RIVERPLACE SHOPPING CTR. | FL | 7,503,282 | 31,011,027 | 1,749,978 | 7,200,050 | 33,064,237 | 40,264,287 | 10,699,610 | 29,564,677 | - | 2010(A) | |||
| MERCHANTS WALK | FL | 2,580,816 | 10,366,090 | 7,229,782 | 2,580,816 | 17,595,872 | 20,176,688 | 9,916,015 | 10,260,673 | - | 2001(A) | |||
| CENTER AT MISSOURI AVENUE | FL | 293,686 | 792,119 | 7,099,628 | 293,686 | 7,891,747 | 8,185,433 | 2,071,410 | 6,114,023 | - | 1968(C) | |||
| TRI-CITY PLAZA | FL | 2,832,296 | 11,329,185 | 21,442,891 | 2,832,296 | 32,772,076 | 35,604,372 | 5,532,131 | 30,072,241 | - | 1992(A) | |||
| FT LAUDERDALE #1, FL | FL | 1,002,733 | 2,602,415 | 15,896,939 | 1,774,443 | 17,727,644 | 19,502,087 | 10,597,404 | 8,904,683 | - | 1974(C) | |||
| NASA PLAZA | FL | - | 1,754,000 | 3,628,604 | - | 5,382,604 | 5,382,604 | 4,033,444 | 1,349,160 | - | 1968(C) | |||
| GROVE GATE S.C. | FL | 365,893 | 1,049,172 | 792,700 | 365,893 | 1,841,872 | 2,207,765 | 1,612,685 | 595,080 | - | 1968(C) | |||
| CHEVRON OUTPARCEL | FL | 530,570 | 1,253,410 | - | 530,570 | 1,253,410 | 1,783,980 | 399,973 | 1,384,007 | - | 2010(A) | |||
| IVES DAIRY CROSSING | FL | 732,914 | 4,080,460 | 11,481,385 | 720,852 | 15,573,907 | 16,294,759 | 10,101,875 | 6,192,884 | - | 1985(A) | |||
| MILLER ROAD S.C. | FL | 1,138,082 | 4,552,327 | 4,653,437 | 1,138,082 | 9,205,764 | 10,343,846 | 6,117,126 | 4,226,720 | - | 1986(A) | |||
| KENDALE LAKES PLAZA | FL | 18,491,461 | 28,496,001 | (1,055,271) | 15,362,227 | 30,569,964 | 45,932,191 | 8,641,957 | 37,290,234 | - | 2009(A) | |||
| MILLER WEST PLAZA | FL | 6,725,660 | 10,661,419 | 262,552 | 6,725,660 | 10,923,971 | 17,649,631 | 1,881,268 | 15,768,363 | - | 2015(A) | |||
| CORSICA SQUARE S.C. | FL | 7,225,100 | 10,757,386 | 229,242 | 7,225,100 | 10,986,628 | 18,211,728 | 1,918,131 | 16,293,597 | - | 2015(A) | |||
| FLAGLER PARK | FL | 26,162,980 | 80,737,041 | 5,890,698 | 26,725,480 | 86,065,239 | 112,790,719 | 26,385,431 | 86,405,288 | - | 2007(A) | |||
| PARK HILL PLAZA | FL | 10,763,612 | 19,264,248 | 575,278 | 10,763,612 | 19,839,526 | 30,603,138 | 5,078,780 | 25,524,358 | - | 2011(A) | |||
| WINN DIXIE-MIAMI | FL | 2,989,640 | 9,410,360 | (49,372) | 3,544,297 | 8,806,331 | 12,350,628 | 1,336,013 | 11,014,615 | - | 2013(A) | |||
| MARATHON SHOPPING CENTER | FL | 2,412,929 | 8,069,450 | 1,668,751 | 1,514,731 | 10,636,399 | 12,151,130 | 2,077,857 | 10,073,273 | - | 2013(A) | |||
| SODO S.C. | FL | - | 68,139,271 | 8,716,773 | 142,195 | 76,713,849 | 76,856,044 | 23,323,001 | 53,533,043 | - | 2008(A) | |||
| RENAISSANCE CENTER | FL | 9,104,379 | 36,540,873 | 16,566,544 | 9,122,758 | 53,089,038 | 62,211,796 | 22,188,576 | 40,023,220 | - | 1998(A) | |||
| MILLENIA PLAZA PHASE II | FL | 7,711,000 | 20,702,992 | 3,978,678 | 7,698,200 | 24,694,470 | 32,392,670 | 9,237,336 | 23,155,334 | - | 2009(A) | |||
| RIVERSIDE LANDINGS S.C. | FL | 3,512,202 | 14,439,668 | 261,172 | 3,512,202 | 14,700,840 | 18,213,042 | 2,466,991 | 15,746,051 | - | 2015(A) | |||
| GRAND OAKS VILLAGE | FL | 7,409,319 | 19,653,869 | (524,484) | 5,846,339 | 20,692,365 | 26,538,704 | 4,787,099 | 21,751,605 | - | 2011(A) | |||
| PLANTATION CROSSING | FL | 2,782,030 | 8,077,260 | 3,880,495 | 2,782,030 | 11,957,755 | 14,739,785 | 1,169,770 | 13,570,015 | - | 2017(A) | |||
| POMPANO POINTE S.C. | FL | 10,516,500 | 14,355,836 | 530,900 | 10,516,500 | 14,886,736 | 25,403,236 | 1,555,793 | 23,847,443 | - | 2012(A) | |||
| UNIVERSITY TOWN CENTER | FL | 5,515,265 | 13,041,400 | 536,347 | 5,515,265 | 13,577,747 | 19,093,012 | 3,651,349 | 15,441,663 | - | 2011(A) | |||
| OAK TREE PLAZA | FL | - | 917,360 | 2,363,288 | - | 3,280,648 | 3,280,648 | 2,466,662 | 813,986 | - | 1968(C) | |||
| TUTTLEBEE PLAZA | FL | 254,961 | 828,465 | 1,894,395 | 254,961 | 2,722,860 | 2,977,821 | 2,005,443 | 972,378 | - | 2008(A) | |||
| SOUTH MIAMI S.C. | FL | 1,280,440 | 5,133,825 | 3,700,918 | 1,280,440 | 8,834,743 | 10,115,183 | 5,024,803 | 5,090,380 | - | 1995(A) | |||
| CARROLLWOOD COMMONS | FL | 5,220,445 | 16,884,228 | 3,582,050 | 5,220,445 | 20,466,278 | 25,686,723 | 10,679,896 | 15,006,827 | - | 1997(A) | |||
| VILLAGE COMMONS SHOPPING CENTER | FL | 2,192,331 | 8,774,158 | 5,402,331 | 2,192,331 | 14,176,489 | 16,368,820 | 6,664,538 | 9,704,282 | - | 1998(A) | |||
| MISSION BELL SHOPPING CENTER | FL | 5,056,426 | 11,843,119 | 8,691,774 | 5,067,033 | 20,524,286 | 25,591,319 | 7,720,542 | 17,870,777 | - | 2004(A) | |||
| VILLAGE COMMONS S.C. | FL | 2,026,423 | 5,106,476 | 2,055,527 | 2,026,423 | 7,162,003 | 9,188,426 | 1,761,345 | 7,427,081 | - | 2013(A) | |||
| BELMART PLAZA | FL | 1,656,097 | 3,394,420 | 5,696,706 | 1,656,097 | 9,091,126 | 10,747,223 | 1,182,873 | 9,564,350 | - | 2014(A) | |||
| MARKET AT HAYNES BRIDGE | GA | 4,880,659 | 21,549,424 | 1,217,935 | 4,889,863 | 22,758,155 | 27,648,018 | 8,152,912 | 19,495,106 | - | 2008(A) | |||
| EMBRY VILLAGE | GA | 18,147,054 | 33,009,514 | 2,530,958 | 18,160,525 | 35,527,001 | 53,687,526 | 23,478,491 | 30,209,035 | - | 2008(A) | |||
| PERIMETER EXPO PROPERTY | GA | 14,770,275 | 44,295,457 | 2,531,961 | 16,142,152 | 45,455,541 | 61,597,693 | 5,833,798 | 55,763,895 | - | 2016(A) | |||
| RIVERWALK MARKETPLACE | GA | 3,512,202 | 18,862,571 | 50,327 | 3,512,202 | 18,912,898 | 22,425,100 | 2,404,623 | 20,020,477 | - | 2015(A) | |||
| LAWRENCEVILLE MARKET | GA | 8,878,266 | 29,691,191 | 351,863 | 9,060,436 | 29,860,884 | 38,921,320 | 6,907,281 | 32,014,039 | - | 2013(A) | |||
| BRAELINN VILLAGE | GA | 7,314,719 | 20,738,792 | (903,523) | 3,731,347 | 23,418,641 | 27,149,988 | 3,931,754 | 23,218,234 | - | 2014(A) | |||
| SAVANNAH CENTER | GA | 2,052,270 | 8,232,978 | 4,972,212 | 2,052,270 | 13,205,190 | 15,257,460 | 7,627,683 | 7,629,777 | - | 1993(A) | |||
| CHATHAM PLAZA | GA | 13,390,238 | 35,115,882 | 1,469,797 | 13,403,262 | 36,572,655 | 49,975,917 | 13,919,506 | 36,056,411 | - | 2008(A) | |||
| CLIVE PLAZA | IA | 500,525 | 2,002,101 | - | 500,525 | 2,002,101 | 2,502,626 | 1,227,784 | 1,274,842 | - | 1996(A) | |||
| PLAZA DEL PRADO | IL | 10,203,960 | 28,409,786 | 1,856,215 | 10,203,960 | 30,266,001 | 40,469,961 | 4,466,628 | 36,003,333 | - | 2017(A) | |||
| SKOKIE POINTE | IL | - | 2,276,360 | 9,564,305 | 2,628,440 | 9,212,225 | 11,840,665 | 4,416,043 | 7,424,622 | - | 1997(A) |
| HAWTHORN HILLS SQUARE | IL | 6,783,928 | 33,033,624 | 3,243,517 | 6,783,928 | 36,277,141 | 43,061,069 | 9,571,068 | 33,490,001 | - | 2012(A) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| LINWOOD SQUARE | IN | 3,411,037 | 8,686,773 | 43,397 | 3,411,037 | 8,730,170 | 12,141,207 | 45,531 | 12,095,676 | 5,366,055 | 2019(A) | |||
| GREENWOOD S.C. | IN | 423,371 | 1,883,421 | 20,567,821 | 1,640,748 | 21,233,865 | 22,874,613 | 3,727,289 | 19,147,324 | - | 1970(C) | |||
| ABINGTON PLAZA | MA | 10,457,183 | 494,652 | - | 10,457,183 | 494,652 | 10,951,835 | 190,036 | 10,761,799 | 3,845,668 | 2014(A) | |||
| WASHINGTON ST.PLAZA | MA | 11,007,593 | 5,652,368 | 9,648,118 | 12,957,593 | 13,350,486 | 26,308,079 | 2,690,296 | 23,617,783 | 5,352,958 | 2014(A) | |||
| MEMORIAL PLAZA | MA | 16,411,388 | 27,553,908 | 966,332 | 16,411,388 | 28,520,240 | 44,931,628 | 4,481,485 | 40,450,143 | 14,761,027 | 2014(A) | |||
| MAIN ST. PLAZA | MA | 555,898 | 2,139,494 | - | 555,898 | 2,139,494 | 2,695,392 | 457,676 | 2,237,716 | 1,216,922 | 2014(A) | |||
| MORRISSEY PLAZA | MA | 4,097,251 | 3,751,068 | (856,076) | 4,097,251 | 2,894,992 | 6,992,243 | 326,811 | 6,665,432 | 2,788,169 | 2014(A) | |||
| GLENDALE SQUARE | MA | 4,698,891 | 7,141,090 | 276,270 | 4,698,891 | 7,417,360 | 12,116,251 | 1,533,969 | 10,582,282 | 5,111,077 | 2014(A) | |||
| FALMOUTH PLAZA | MA | 2,361,071 | 13,065,817 | 1,303,452 | 2,361,071 | 14,369,269 | 16,730,340 | 2,534,330 | 14,196,010 | 7,192,333 | 2014(A) | |||
| WAVERLY PLAZA | MA | 1,215,005 | 3,622,911 | 312,795 | 1,203,205 | 3,947,506 | 5,150,711 | 841,633 | 4,309,078 | 2,051,134 | 2014(A) | |||
| FESTIVAL OF HYANNIS S.C. | MA | 15,038,197 | 40,682,853 | 2,115,022 | 15,038,197 | 42,797,875 | 57,836,072 | 9,012,213 | 48,823,859 | - | 2014(A) | |||
| FELLSWAY PLAZA | MA | 5,300,388 | 11,013,543 | 764,656 | 5,300,388 | 11,778,199 | 17,078,587 | 1,745,026 | 15,333,561 | 6,102,064 | 2014(A) | |||
| NORTH QUINCY PLAZA | MA | 6,332,542 | 17,954,110 | (601,375) | 3,894,436 | 19,790,841 | 23,685,277 | 3,222,927 | 20,462,350 | - | 2014(A) | |||
| ADAMS PLAZA | MA | 2,089,363 | 3,226,648 | 20,048 | 2,089,363 | 3,246,696 | 5,336,059 | 623,192 | 4,712,867 | 1,693,163 | 2014(A) | |||
| BROADWAY PLAZA | MA | 6,485,065 | 343,422 | - | 6,485,065 | 343,422 | 6,828,487 | 143,268 | 6,685,219 | 2,598,411 | 2014(A) | |||
| VINNIN SQUARE PLAZA | MA | 5,545,425 | 16,324,060 | 30,357 | 5,545,425 | 16,354,417 | 21,899,842 | 3,856,485 | 18,043,357 | 8,118,542 | 2014(A) | |||
| PARADISE PLAZA | MA | 4,183,038 | 12,194,885 | 1,637,923 | 4,183,038 | 13,832,808 | 18,015,846 | 2,974,790 | 15,041,056 | 7,845,921 | 2014(A) | |||
| BELMONT PLAZA | MA | 11,104,983 | 848,844 | - | 11,104,983 | 848,844 | 11,953,827 | 238,518 | 11,715,309 | 4,635,484 | 2014(A) | |||
| VINNIN SQUARE IN-LINE | MA | 582,228 | 2,094,560 | (38,716) | 582,228 | 2,055,844 | 2,638,072 | 325,114 | 2,312,958 | - | 2014(A) | |||
| LINDEN PLAZA | MA | 4,628,215 | 3,535,431 | 578,353 | 4,628,215 | 4,113,784 | 8,741,999 | 1,173,955 | 7,568,044 | 3,192,283 | 2014(A) | |||
| NORTH AVE. PLAZA | MA | 1,163,875 | 1,194,673 | 23,933 | 1,163,875 | 1,218,606 | 2,382,481 | 318,197 | 2,064,284 | 812,286 | 2014(A) | |||
| WASHINGTON ST. S.C. | MA | 7,380,918 | 9,987,119 | 2,057,448 | 7,380,918 | 12,044,567 | 19,425,485 | 1,985,891 | 17,439,594 | 5,563,436 | 2014(A) | |||
| MILL ST. PLAZA | MA | 4,195,024 | 6,203,410 | 554,628 | 4,195,024 | 6,758,038 | 10,953,062 | 1,362,547 | 9,590,515 | 3,637,862 | 2014(A) | |||
| FULLERTON PLAZA | MD | 14,237,901 | 6,743,980 | 8,192,823 | 14,237,901 | 14,936,803 | 29,174,704 | 1,864,141 | 27,310,563 | - | 2014(A) | |||
| GREENBRIER S.C. | MD | 8,891,468 | 30,304,760 | 329,475 | 8,891,468 | 30,634,235 | 39,525,703 | 5,077,149 | 34,448,554 | - | 2014(A) | |||
| INGLESIDE S.C. | MD | 10,416,726 | 17,889,235 | 302,317 | 10,416,726 | 18,191,552 | 28,608,278 | 3,610,361 | 24,997,917 | - | 2014(A) | |||
| WILKENS BELTWAY PLAZA | MD | 9,948,235 | 22,125,942 | 1,495,965 | 9,948,235 | 23,621,907 | 33,570,142 | 3,820,091 | 29,750,051 | - | 2014(A) | |||
| YORK ROAD PLAZA | MD | 4,276,715 | 37,205,757 | 191,525 | 4,276,715 | 37,397,282 | 41,673,997 | 5,805,450 | 35,868,547 | - | 2014(A) | |||
| PUTTY HILL PLAZA | MD | 4,192,152 | 11,112,111 | 542,155 | 4,192,152 | 11,654,266 | 15,846,418 | 3,301,528 | 12,544,890 | - | 2013(A) | |||
| SNOWDEN SQUARE S.C. | MD | 1,929,402 | 4,557,934 | 5,155,349 | 3,326,422 | 8,316,263 | 11,642,685 | 2,083,927 | 9,558,758 | - | 2012(A) | |||
| COLUMBIA CROSSING | MD | 3,612,550 | 34,344,509 | 1,244,651 | 3,612,550 | 35,589,160 | 39,201,710 | 5,131,563 | 34,070,147 | - | 2015(A) | |||
| DORSEY'S SEARCH VILLAGE CENTER | MD | 6,321,963 | 27,996,087 | 286,078 | 6,321,963 | 28,282,165 | 34,604,128 | 3,959,963 | 30,644,165 | - | 2015(A) | |||
| HICKORY RIDGE | MD | 7,183,646 | 26,947,776 | 653,628 | 7,183,646 | 27,601,404 | 34,785,050 | 4,092,540 | 30,692,510 | - | 2015(A) | |||
| HICKORY RIDGE (SUNOCO) | MD | 543,197 | 2,122,234 | - | 543,197 | 2,122,234 | 2,665,431 | 413,179 | 2,252,252 | - | 2015(A) | |||
| KINGS CONTRIVANCE | MD | 9,308,349 | 31,759,940 | 956,829 | 9,308,349 | 32,716,769 | 42,025,118 | 5,801,943 | 36,223,175 | - | 2014(A) | |||
| HARPER'S CHOICE | MD | 8,429,284 | 18,373,994 | 888,226 | 8,429,284 | 19,262,220 | 27,691,504 | 3,232,809 | 24,458,695 | - | 2015(A) | |||
| WILDE LAKE | MD | 1,468,038 | 5,869,862 | 26,110,759 | 2,577,073 | 30,871,586 | 33,448,659 | 10,439,013 | 23,009,646 | - | 2002(A) | |||
| RIVERHILL VILLAGE CENTER | MD | 16,825,496 | 23,282,222 | 249,700 | 16,825,496 | 23,531,922 | 40,357,418 | 5,095,140 | 35,262,278 | - | 2014(A) | |||
| COLUMBIA CROSSING OUTPARCELS | MD | 1,279,200 | 2,870,800 | 20,602,841 | 6,147,248 | 18,605,593 | 24,752,841 | 3,793,940 | 20,958,901 | - | 2011(A) | |||
| COLUMBIA CROSSING II SHOP.CTR. | MD | 3,137,628 | 19,868,075 | 4,393,578 | 3,137,628 | 24,261,653 | 27,399,281 | 3,581,753 | 23,817,528 | - | 2013(A) | |||
| SHOPS AT DISTRICT HEIGHTS | MD | 8,165,638 | 21,970,661 | (1,330,335) | 7,298,215 | 21,507,749 | 28,805,964 | 2,658,063 | 26,147,901 | 12,771,539 | 2015(A) | |||
| ENCHANTED FOREST S.C. | MD | 20,123,946 | 34,345,102 | 902,976 | 20,123,946 | 35,248,078 | 55,372,024 | 6,614,004 | 48,758,020 | - | 2014(A) | |||
| SHOPPES AT EASTON | MD | 6,523,713 | 16,402,204 | (2,463,057) | 6,523,713 | 13,939,147 | 20,462,860 | 2,899,366 | 17,563,494 | - | 2014(A) | |||
| VILLAGES AT URBANA | MD | 3,190,074 | 6,067 | 19,360,692 | 4,828,774 | 17,728,059 | 22,556,833 | 2,517,436 | 20,039,397 | - | 2003(A) | |||
| GAITHERSBURG S.C. | MD | 244,890 | 6,787,534 | 1,682,724 | 244,890 | 8,470,258 | 8,715,148 | 4,082,460 | 4,632,688 | - | 1999(A) | |||
| KENTLANDS MARKET SQUARE | MD | 20,167,048 | 84,615,052 | 14,891,942 | 20,167,048 | 99,506,994 | 119,674,042 | 9,413,156 | 110,260,886 | 31,311,666 | 2016(A) |
| SHAWAN PLAZA | MD | 4,466,000 | 20,222,367 | 30,616 | 4,466,000 | 20,252,983 | 24,718,983 | 12,381,043 | 12,337,940 | - | 2008(A) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| LAUREL PLAZA | MD | 349,562 | 1,398,250 | 5,257,691 | 1,571,288 | 5,434,215 | 7,005,503 | 2,351,484 | 4,654,019 | - | 1995(A) | |||
| LAUREL PLAZA | MD | 274,580 | 1,100,968 | 173,969 | 274,580 | 1,274,937 | 1,549,517 | 1,207,785 | 341,732 | - | 1972(C) | |||
| MILL STATION THEATER/RSTRNTS | MD | 23,378,543 | 1,089,760 | (3,672,367) | 14,737,597 | 6,058,339 | 20,795,936 | 601,666 | 20,194,270 | - | 2016(C) | |||
| MILL STATION DEVELOPMENT | MD | 21,320,924 | - | 61,182,938 | 16,075,820 | 66,428,042 | 82,503,862 | - | 82,503,862 | - | 2015(C) | |||
| CENTRE COURT-RETAIL/BANK | MD | 1,035,359 | 7,785,830 | 139,567 | 1,035,359 | 7,925,397 | 8,960,756 | 1,601,160 | 7,359,596 | 1,259,796 | 2011(A) | |||
| CENTRE COURT-GIANT | MD | 3,854,099 | 12,769,628 | 95,541 | 3,854,099 | 12,865,169 | 16,719,268 | 3,103,844 | 13,615,424 | 4,987,211 | 2011(A) | |||
| CENTRE COURT-OLD COURT/COURTYD | MD | 2,279,177 | 5,284,577 | 34,036 | 2,279,177 | 5,318,613 | 7,597,790 | 1,215,445 | 6,382,345 | - | 2011(A) | |||
| RADCLIFFE CENTER | MD | 12,042,713 | 21,187,946 | 26,723 | 12,042,713 | 21,214,669 | 33,257,382 | 4,040,116 | 29,217,266 | - | 2014(A) | |||
| TIMONIUM CROSSING | MD | 2,525,377 | 14,862,817 | 467,571 | 2,525,377 | 15,330,388 | 17,855,765 | 2,640,116 | 15,215,649 | - | 2014(A) | |||
| TIMONIUM SQUARE | MD | 6,000,000 | 24,282,998 | 14,192,960 | 7,331,195 | 37,144,763 | 44,475,958 | 17,499,083 | 26,976,875 | - | 2003(A) | |||
| TOWSON PLACE | MD | 43,886,876 | 101,764,931 | 4,058,439 | 43,270,792 | 106,439,454 | 149,710,246 | 24,823,118 | 124,887,128 | - | 2012(A) | |||
| CENTURY PLAZA | MI | 178,785 | 925,818 | 731,597 | 95,905 | 1,740,295 | 1,836,200 | 832,327 | 1,003,873 | - | 1968(C) | |||
| THE FOUNTAINS AT ARBOR LAKES | MN | 28,585,296 | 66,699,024 | 14,197,546 | 29,485,296 | 79,996,570 | 109,481,866 | 32,150,146 | 77,331,720 | - | 2006(A) | |||
| CENTER POINT S.C. | MO | - | 550,204 | - | - | 550,204 | 550,204 | 550,203 | 1 | - | 1998(A) | |||
| WOODLAWN MARKETPLACE | NC | 919,251 | 3,570,981 | 2,740,450 | 919,251 | 6,311,431 | 7,230,682 | 4,056,057 | 3,174,625 | - | 2008(A) | |||
| TYVOLA SQUARE | NC | - | 4,736,345 | 8,378,073 | - | 13,114,418 | 13,114,418 | 9,792,167 | 3,322,251 | - | 1986(A) | |||
| CROSSROADS PLAZA | NC | 767,864 | 3,098,881 | 1,233,350 | 767,864 | 4,332,231 | 5,100,095 | 2,084,338 | 3,015,757 | - | 2000(A) | |||
| JETTON VILLAGE SHOPPES | NC | 3,875,224 | 10,292,231 | 493,876 | 2,143,695 | 12,517,636 | 14,661,331 | 2,816,709 | 11,844,622 | - | 2011(A) | |||
| MOUNTAIN ISLAND MARKETPLACE | NC | 3,318,587 | 7,331,413 | 702,336 | 3,818,587 | 7,533,749 | 11,352,336 | 1,700,111 | 9,652,225 | - | 2012(A) | |||
| WOODLAWN SHOPPING CENTER | NC | 2,010,725 | 5,833,626 | 2,093,863 | 2,010,725 | 7,927,489 | 9,938,214 | 1,746,407 | 8,191,807 | - | 2012(A) | |||
| CROSSROADS PLAZA | NC | 13,405,529 | 86,455,763 | (822,704) | 13,405,529 | 85,633,059 | 99,038,588 | 17,053,576 | 81,985,012 | - | 2014(A) | |||
| QUAIL CORNERS | NC | 7,318,321 | 26,675,644 | 1,932,338 | 7,318,321 | 28,607,982 | 35,926,303 | 4,694,476 | 31,231,827 | 15,220,049 | 2014(A) | |||
| DAVIDSON COMMONS | NC | 2,978,533 | 12,859,867 | 558,592 | 2,978,533 | 13,418,459 | 16,396,992 | 2,870,768 | 13,526,224 | - | 2012(A) | |||
| PARK PLACE SC | NC | 5,461,478 | 16,163,494 | 4,175,099 | 5,469,809 | 20,330,262 | 25,800,071 | 7,536,466 | 18,263,605 | - | 2008(A) | |||
| MOORESVILLE CROSSING | NC | 12,013,727 | 30,604,173 | 531,732 | 11,625,801 | 31,523,831 | 43,149,632 | 12,597,563 | 30,552,069 | - | 2007(A) | |||
| PLEASANT VALLEY PROMENADE | NC | 5,208,885 | 20,885,792 | 22,010,083 | 5,208,885 | 42,895,875 | 48,104,760 | 21,500,267 | 26,604,493 | - | 1993(A) | |||
| BRENNAN STATION | NC | 7,749,751 | 20,556,891 | (327,874) | 6,321,923 | 21,656,845 | 27,978,768 | 6,222,776 | 21,755,992 | - | 2011(A) | |||
| BRENNAN STATION OUTPARCEL | NC | 627,906 | 1,665,576 | (186,984) | 450,232 | 1,656,266 | 2,106,498 | 374,808 | 1,731,690 | - | 2011(A) | |||
| CLOVERDALE PLAZA | NC | 540,667 | 719,655 | 7,554,126 | 540,667 | 8,273,781 | 8,814,448 | 3,997,454 | 4,816,994 | - | 1969(C) | |||
| WEBSTER SQUARE | NH | 11,683,145 | 41,708,383 | 7,437,545 | 11,683,145 | 49,145,928 | 60,829,073 | 9,061,478 | 51,767,595 | - | 2014(A) | |||
| WEBSTER SQUARE - DSW | NH | 1,346,391 | 3,638,397 | 131,388 | 1,346,391 | 3,769,785 | 5,116,176 | 447,893 | 4,668,283 | - | 2017(A) | |||
| WEBSTER SQUARE NORTH | NH | 2,163,138 | 6,511,424 | 131,176 | 2,163,138 | 6,642,600 | 8,805,738 | 1,234,333 | 7,571,405 | - | 2016(A) | |||
| ROCKINGHAM PLAZA | NH | 2,660,915 | 10,643,660 | 23,910,947 | 3,148,715 | 34,066,807 | 37,215,522 | 13,671,663 | 23,543,859 | - | 2008(A) | |||
| SHOP RITE PLAZA | NJ | 2,417,583 | 6,364,094 | 1,595,616 | 2,417,583 | 7,959,710 | 10,377,293 | 7,402,608 | 2,974,685 | - | 1985(C) | |||
| MARLTON PLAZA | NJ | - | 4,318,534 | 153,375 | - | 4,471,909 | 4,471,909 | 2,610,173 | 1,861,736 | - | 1996(A) | |||
| HILLVIEW SHOPPING CENTER | NJ | 16,007,647 | 32,607,423 | (330,854) | 16,007,647 | 32,276,569 | 48,284,216 | 5,693,981 | 42,590,235 | - | 2014(A) | |||
| GARDEN STATE PAVILIONS | NJ | 7,530,709 | 10,801,949 | 20,841,974 | 12,203,841 | 26,970,791 | 39,174,632 | 8,213,444 | 30,961,188 | - | 2011(A) | |||
| CLARK SHOPRITE 70 CENTRAL AVE | NJ | 3,496,673 | 11,693,769 | 994,829 | 13,959,593 | 2,225,678 | 16,185,271 | 1,004,269 | 15,181,002 | - | 2013(A) | |||
| COMMERCE CENTER WEST | NJ | 385,760 | 1,290,080 | 160,534 | 793,595 | 1,042,779 | 1,836,374 | 272,544 | 1,563,830 | - | 2013(A) | |||
| COMMERCE CENTER EAST | NJ | 1,518,930 | 5,079,690 | 1,753,865 | 7,235,196 | 1,117,289 | 8,352,485 | 526,620 | 7,825,865 | - | 2013(A) |
| CENTRAL PLAZA | NJ | 3,170,465 | 10,602,845 | 34,941 | 5,145,167 | 8,663,084 | 13,808,251 | 2,647,579 | 11,160,672 | - | 2013(A) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EAST WINDSOR VILLAGE | NJ | 9,335,011 | 23,777,978 | 249,699 | 9,335,011 | 24,027,677 | 33,362,688 | 7,442,802 | 25,919,886 | - | 2008(A) | |||
| HOLMDEL TOWNE CENTER | NJ | 10,824,624 | 43,301,494 | 10,776,136 | 10,824,624 | 54,077,630 | 64,902,254 | 23,625,835 | 41,276,419 | - | 2002(A) | |||
| COMMONS AT HOLMDEL | NJ | 16,537,556 | 38,759,952 | 4,219,623 | 16,537,556 | 42,979,575 | 59,517,131 | 18,321,594 | 41,195,537 | - | 2004(A) | |||
| PLAZA AT HILLSDALE | NJ | 7,601,596 | 6,994,196 | 1,564,519 | 7,601,596 | 8,558,715 | 16,160,311 | 1,728,385 | 14,431,926 | 5,449,532 | 2014(A) | |||
| MAPLE SHADE | NJ | - | 9,957,611 | 2,247,570 | - | 12,205,181 | 12,205,181 | 3,154,532 | 9,050,649 | - | 2009(A) | |||
| PLAZA AT SHORT HILLS | NJ | 20,155,471 | 11,061,984 | 741,742 | 20,155,471 | 11,803,726 | 31,959,197 | 2,720,127 | 29,239,070 | 8,603,595 | 2014(A) | |||
| NORTH BRUNSWICK PLAZA | NJ | 3,204,978 | 12,819,912 | 27,583,563 | 3,204,978 | 40,403,475 | 43,608,453 | 21,614,149 | 21,994,304 | - | 1994(A) | |||
| PISCATAWAY TOWN CENTER | NJ | 3,851,839 | 15,410,851 | 1,739,905 | 3,851,839 | 17,150,756 | 21,002,595 | 9,432,153 | 11,570,442 | - | 1998(A) | |||
| RIDGEWOOD S.C. | NJ | 450,000 | 2,106,566 | 1,241,414 | 450,000 | 3,347,980 | 3,797,980 | 1,926,707 | 1,871,273 | - | 1993(A) | |||
| UNION CRESCENT III | NJ | 7,895,483 | 3,010,640 | 28,965,399 | 8,696,579 | 31,174,943 | 39,871,522 | 17,736,590 | 22,134,932 | - | 2007(A) | |||
| WESTMONT PLAZA | NJ | 601,655 | 2,404,604 | 13,669,028 | 601,655 | 16,073,632 | 16,675,287 | 7,625,888 | 9,049,399 | - | 1994(A) | |||
| WILLOWBROOK PLAZA | NJ | 15,320,436 | 40,996,874 | 10,547,715 | 15,320,436 | 51,544,589 | 66,865,025 | 8,361,323 | 58,503,702 | - | 2009(A) | |||
| DEL MONTE PLAZA | NV | 2,489,429 | 5,590,415 | 535,415 | 2,210,000 | 6,405,259 | 8,615,259 | 3,613,396 | 5,001,863 | 1,657,182 | 2006(A) | |||
| DEL MONTE PLAZA ANCHOR PARCEL | NV | 6,512,745 | 17,599,602 | 135,899 | 6,520,017 | 17,728,229 | 24,248,246 | 1,542,524 | 22,705,722 | - | 2017(A) | |||
| REDFIELD PROMENADE | NV | 4,415,339 | 32,035,192 | 724,982 | 4,415,339 | 32,760,174 | 37,175,513 | 7,946,397 | 29,229,116 | - | 2015(A) | |||
| MCQUEEN CROSSINGS | NV | 5,017,431 | 20,779,024 | 326,357 | 5,017,431 | 21,105,381 | 26,122,812 | 5,030,679 | 21,092,133 | - | 2015(A) | |||
| GALENA JUNCTION | NV | 8,931,027 | 17,503,387 | 223,293 | 8,931,027 | 17,726,680 | 26,657,707 | 3,682,910 | 22,974,797 | - | 2015(A) | |||
| D'ANDREA MARKETPLACE | NV | 11,556,067 | 29,435,364 | 564,122 | 11,556,067 | 29,999,486 | 41,555,553 | 9,693,650 | 31,861,903 | - | 2007(A) | |||
| SPARKS MERCANTILE | NV | 6,221,614 | 17,069,172 | 137,785 | 6,221,614 | 17,206,957 | 23,428,571 | 3,508,976 | 19,919,595 | - | 2015(A) | |||
| BRIDGEHAMPTON COMMONS-W&E SIDE | NY | 1,811,752 | 3,107,232 | 34,209,472 | 1,858,188 | 37,270,268 | 39,128,456 | 22,584,128 | 16,544,328 | - | 1972(C) | |||
| OCEAN PLAZA | NY | 564,097 | 2,268,768 | 19,003 | 564,097 | 2,287,771 | 2,851,868 | 978,043 | 1,873,825 | - | 2003(A) | |||
| KINGS HIGHWAY | NY | 2,743,820 | 6,811,268 | 2,235,709 | 2,743,820 | 9,046,977 | 11,790,797 | 3,875,659 | 7,915,138 | - | 2004(A) | |||
| RALPH AVENUE PLAZA | NY | 4,414,466 | 11,339,857 | 3,912,149 | 4,414,467 | 15,252,005 | 19,666,472 | 5,848,083 | 13,818,389 | - | 2004(A) | |||
| BELLMORE S.C. | NY | 1,272,269 | 3,183,547 | 1,590,605 | 1,272,269 | 4,774,152 | 6,046,421 | 2,106,726 | 3,939,695 | - | 2004(A) | |||
| MARKET AT BAY SHORE | NY | 12,359,621 | 30,707,802 | 6,324,935 | 12,359,621 | 37,032,737 | 49,392,358 | 14,679,424 | 34,712,934 | 11,947,237 | 2006(A) | |||
| KEY FOOD - ATLANTIC AVE | NY | 2,272,500 | 5,624,589 | 509,260 | 4,808,822 | 3,597,527 | 8,406,349 | 825,449 | 7,580,900 | - | 2012(A) | |||
| VETERANS MEMORIAL PLAZA | NY | 5,968,082 | 23,243,404 | 19,513,618 | 5,980,130 | 42,744,974 | 48,725,104 | 16,101,074 | 32,624,030 | - | 1998(A) | |||
| BIRCHWOOD PLAZA COMMACK | NY | 3,630,000 | 4,774,791 | 1,240,489 | 3,630,000 | 6,015,280 | 9,645,280 | 2,147,985 | 7,497,295 | - | 2007(A) | |||
| ELMONT S.C. | NY | 3,011,658 | 7,606,066 | 6,171,045 | 3,011,658 | 13,777,111 | 16,788,769 | 4,209,847 | 12,578,922 | - | 2004(A) | |||
| ELMSFORD CENTER 1 | NY | 4,134,273 | 1,193,084 | - | 4,134,273 | 1,193,084 | 5,327,357 | 224,999 | 5,102,358 | - | 2013(A) | |||
| ELMSFORD CENTER 2 | NY | 4,076,403 | 15,598,504 | 1,118,941 | 4,245,442 | 16,548,406 | 20,793,848 | 3,619,110 | 17,174,738 | - | 2013(A) | |||
| FRANKLIN SQUARE S.C. | NY | 1,078,541 | 2,516,581 | 4,164,568 | 1,078,541 | 6,681,149 | 7,759,690 | 2,951,140 | 4,808,550 | - | 2004(A) | |||
| AIRPORT PLAZA | NY | 22,711,189 | 107,011,500 | 3,428,747 | 22,711,189 | 110,440,247 | 133,151,436 | 19,869,415 | 113,282,021 | - | 2015(A) | |||
| KISSENA BOULEVARD SHOPPING CTR | NY | 11,610,000 | 2,933,487 | 1,333,988 | 11,610,000 | 4,267,475 | 15,877,475 | 1,172,285 | 14,705,190 | - | 2007(A) | |||
| HAMPTON BAYS PLAZA | NY | 1,495,105 | 5,979,320 | 3,369,604 | 1,495,105 | 9,348,924 | 10,844,029 | 7,953,033 | 2,890,996 | - | 1989(A) | |||
| HICKSVILLE PLAZA | NY | 3,542,739 | 8,266,375 | 2,505,434 | 3,542,739 | 10,771,809 | 14,314,548 | 4,005,114 | 10,309,434 | - | 2004(A) | |||
| TURNPIKE PLAZA | NY | 2,471,832 | 5,839,416 | 809,085 | 2,471,832 | 6,648,501 | 9,120,333 | 2,001,327 | 7,119,006 | - | 2011(A) | |||
| JERICHO COMMONS SOUTH | NY | 12,368,330 | 33,071,495 | 3,475,118 | 12,368,330 | 36,546,613 | 48,914,943 | 12,776,532 | 36,138,411 | 5,984,769 | 2007(A) | |||
| 501 NORTH BROADWAY | NY | - | 1,175,543 | (59,268) | - | 1,116,275 | 1,116,275 | 443,930 | 672,345 | - | 2007(A) | |||
| MILLERIDGE INN | NY | 7,500,330 | 481,316 | (48,741) | 7,500,000 | 432,905 | 7,932,905 | 40,404 | 7,892,501 | - | 2015(A) | |||
| FAMILY DOLLAR UNION TURNPIKE | NY | 909,000 | 2,249,775 | 258,033 | 1,056,709 | 2,360,099 | 3,416,808 | 557,337 | 2,859,471 | - | 2012(A) | |||
| LITTLE NECK PLAZA | NY | 3,277,254 | 13,161,218 | 5,986,742 | 3,277,253 | 19,147,961 | 22,425,214 | 8,211,840 | 14,213,374 | - | 2003(A) | |||
| KEY FOOD - 21ST STREET | NY | 1,090,800 | 2,699,730 | (159,449) | 1,669,153 | 1,961,928 | 3,631,081 | 367,863 | 3,263,218 | - | 2012(A) |
| MANHASSET CENTER | NY | 4,567,003 | 19,165,808 | 31,678,891 | 3,471,939 | 51,939,763 | 55,411,702 | 27,124,630 | 28,287,072 | - | 1999(A) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MANHASSET CENTER(residential) | NY | 950,000 | - | - | 950,000 | - | 950,000 | - | 950,000 | - | 2012(A) | |||
| MASPETH QUEENS-DUANE READE | NY | 1,872,013 | 4,827,940 | 1,036,886 | 1,872,013 | 5,864,826 | 7,736,839 | 2,267,372 | 5,469,467 | 1,733,522 | 2004(A) | |||
| NORTH MASSAPEQUA S.C. | NY | 1,880,816 | 4,388,549 | (1,964,468) | - | 4,304,897 | 4,304,897 | 4,304,897 | - | - | 2004(A) | |||
| MINEOLA CROSSINGS | NY | 4,150,000 | 7,520,692 | 381,643 | 4,150,000 | 7,902,335 | 12,052,335 | 2,532,702 | 9,519,633 | - | 2007(A) | |||
| SMITHTOWN PLAZA | NY | 3,528,000 | 7,364,098 | 553,338 | 3,528,000 | 7,917,436 | 11,445,436 | 3,300,345 | 8,145,091 | - | 2009(A) | |||
| MANETTO HILL PLAZA | NY | 263,693 | 584,031 | 11,067,210 | 263,693 | 11,651,241 | 11,914,934 | 7,066,502 | 4,848,432 | - | 1969(C) | |||
| SYOSSET S.C. | NY | 106,655 | 76,197 | 2,090,616 | 106,655 | 2,166,813 | 2,273,468 | 1,214,338 | 1,059,130 | - | 1990(C) | |||
| RICHMOND S.C. | NY | 2,280,000 | 9,027,951 | 21,469,643 | 2,280,000 | 30,497,594 | 32,777,594 | 15,094,149 | 17,683,445 | - | 1989(A) | |||
| GREENRIDGE PLAZA | NY | 2,940,000 | 11,811,964 | 7,448,048 | 3,148,424 | 19,051,588 | 22,200,012 | 9,066,807 | 13,133,205 | - | 1997(A) | |||
| THE BOULEVARD | NY | 28,723,536 | 38,232,267 | 143,859,701 | 28,723,536 | 182,091,968 | 210,815,504 | 14,518,223 | 196,297,281 | - | 2006(A) | |||
| FOREST AVENUE PLAZA | NY | 4,558,592 | 10,441,408 | 731,386 | 4,558,592 | 11,172,794 | 15,731,386 | 4,256,254 | 11,475,132 | - | 2005(A) | |||
| INDEPENDENCE PLAZA | NY | 12,279,093 | 34,813,852 | (458,904) | 16,131,632 | 30,502,409 | 46,634,041 | 7,329,258 | 39,304,783 | - | 2014(A) | |||
| KEY FOOD - CENTRAL AVE. | NY | 2,787,600 | 6,899,310 | (394,910) | 2,603,321 | 6,688,679 | 9,292,000 | 1,311,346 | 7,980,654 | - | 2012(A) | |||
| WHITE PLAINS S.C. | NY | 1,777,775 | 4,453,894 | 2,611,810 | 1,777,775 | 7,065,704 | 8,843,479 | 2,719,153 | 6,124,326 | - | 2004(A) | |||
| CHAMPION FOOD SUPERMARKET | NY | 757,500 | 1,874,813 | (24,388) | 2,241,118 | 366,807 | 2,607,925 | 188,665 | 2,419,260 | - | 2012(A) | |||
| SHOPRITE S.C. | NY | 871,977 | 3,487,909 | - | 871,977 | 3,487,909 | 4,359,886 | 2,420,656 | 1,939,230 | - | 1998(A) | |||
| ROMAINE PLAZA | NY | 782,459 | 1,825,737 | 588,133 | 782,459 | 2,413,870 | 3,196,329 | 870,113 | 2,326,216 | - | 2005(A) | |||
| OREGON TRAIL CENTER | OR | 5,802,422 | 12,622,879 | 556,817 | 5,802,422 | 13,179,696 | 18,982,118 | 5,401,640 | 13,580,478 | - | 2009(A) | |||
| JANTZEN BEACH CENTER | OR | 57,575,244 | 102,844,429 | 356,274 | 57,588,287 | 103,187,660 | 160,775,947 | 11,112,219 | 149,663,728 | - | 2017(A) | |||
| SUBURBAN SQUARE | PA | 70,679,871 | 166,351,381 | 66,736,035 | 71,279,871 | 232,487,416 | 303,767,287 | 55,876,122 | 247,891,165 | - | 2007(A) | |||
| CENTER SQUARE SHOPPING CENTER | PA | 731,888 | 2,927,551 | 1,232,400 | 691,297 | 4,200,542 | 4,891,839 | 2,897,007 | 1,994,832 | - | 1996(A) | |||
| WAYNE PLAZA | PA | 6,127,623 | 15,605,012 | 657,984 | 6,135,670 | 16,254,949 | 22,390,619 | 5,417,332 | 16,973,287 | - | 2008(A) | |||
| DEVON VILLAGE | PA | 4,856,379 | 25,846,910 | 4,290,119 | 4,856,379 | 30,137,029 | 34,993,408 | 8,540,901 | 26,452,507 | - | 2012(A) | |||
| POCONO PLAZA | PA | 1,050,000 | 2,372,628 | 15,196,868 | 1,050,000 | 17,569,496 | 18,619,496 | 1,393,096 | 17,226,400 | - | 1973(C) | |||
| RIDGE PIKE PLAZA | PA | 1,525,337 | 4,251,732 | (3,539,296) | 914,299 | 1,323,474 | 2,237,773 | 1,211,807 | 1,025,966 | - | 2008(A) | |||
| WHITELAND TOWN CENTER | PA | 731,888 | 2,927,551 | 59,067 | 731,888 | 2,986,618 | 3,718,506 | 1,775,153 | 1,943,353 | - | 1996(A) | |||
| HARRISBURG EAST SHOPPING CTR. | PA | 452,888 | 6,665,238 | 11,377,170 | 3,002,888 | 15,492,408 | 18,495,296 | 8,033,261 | 10,462,035 | - | 2002(A) | |||
| TOWNSHIP LINE S.C. | PA | 731,888 | 2,927,551 | - | 731,888 | 2,927,551 | 3,659,439 | 1,751,527 | 1,907,912 | - | 1996(A) | |||
| HORSHAM POINT | PA | 3,813,247 | 18,189,450 | 126,327 | 3,813,247 | 18,315,777 | 22,129,024 | 2,500,336 | 19,628,688 | - | 2015(A) | |||
| HOLIDAY CENTER | PA | 7,726,844 | 20,014,243 | (5,290,608) | 6,098,316 | 16,352,163 | 22,450,479 | 4,358,348 | 18,092,131 | - | 2015(A) | |||
| NORRITON SQUARE | PA | 686,134 | 2,664,535 | 4,296,277 | 774,084 | 6,872,862 | 7,646,946 | 5,106,872 | 2,540,074 | - | 1984(A) | |||
| FRANKFORD AVENUE S.C. | PA | 731,888 | 2,927,551 | - | 731,888 | 2,927,551 | 3,659,439 | 1,751,527 | 1,907,912 | - | 1996(A) | |||
| WEXFORD PLAZA | PA | 6,413,635 | 9,774,600 | 10,108,141 | 6,299,299 | 19,997,077 | 26,296,376 | 5,145,680 | 21,150,696 | - | 2010(A) | |||
| LINCOLN SQUARE | PA | 90,478,522 | - | 74,525,900 | 10,532,804 | 154,471,618 | 165,004,422 | 3,316,224 | 161,688,198 | - | 2017(C) | |||
| CRANBERRY TOWNSHIP-PARCEL 1&2 | PA | 10,270,846 | 30,769,592 | 1,910,644 | 6,070,254 | 36,880,828 | 42,951,082 | 4,426,455 | 38,524,627 | - | 2016(A) | |||
| CROSSROADS PLAZA | PA | 788,761 | 3,155,044 | 13,367,748 | 976,439 | 16,335,114 | 17,311,553 | 10,580,044 | 6,731,509 | - | 1986(A) |
| SPRINGFIELD S.C. | PA | 919,998 | 4,981,589 | 13,139,952 | 920,000 | 18,121,539 | 19,041,539 | 10,902,022 | 8,139,517 | - | 1983(A) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SHREWSBURY SQUARE S.C. | PA | 8,066,107 | 16,997,997 | (2,115,840) | 6,171,638 | 16,776,626 | 22,948,264 | 2,993,529 | 19,954,735 | - | 2014(A) | |||
| WHITEHALL MALL | PA | - | 5,195,577 | - | - | 5,195,577 | 5,195,577 | 3,108,466 | 2,087,111 | - | 1996(A) | |||
| WHOLE FOODS AT WYNNEWOOD | PA | 15,042,165 | - | 11,784,771 | 13,772,394 | 13,054,542 | 26,826,936 | 848,449 | 25,978,487 | - | 2014(C) | |||
| SHOPPES AT WYNNEWOOD | PA | 7,478,907 | - | 3,591,425 | 7,478,907 | 3,591,425 | 11,070,332 | 321,184 | 10,749,148 | - | 2015(C) | |||
| REXVILLE TOWN CENTER | PR | 24,872,982 | 48,688,161 | 9,052,394 | 25,678,064 | 56,935,473 | 82,613,537 | 34,082,939 | 48,530,598 | - | 2006(A) | |||
| PLAZA CENTRO - COSTCO | PR | 3,627,973 | 10,752,213 | 1,573,414 | 3,866,206 | 12,087,394 | 15,953,600 | 7,023,953 | 8,929,647 | - | 2006(A) | |||
| PLAZA CENTRO - MALL | PR | 19,873,263 | 58,719,179 | 12,064,119 | 19,408,112 | 71,248,449 | 90,656,561 | 36,097,806 | 54,558,755 | - | 2006(A) | |||
| PLAZA CENTRO - RETAIL | PR | 5,935,566 | 16,509,748 | 3,089,515 | 6,026,070 | 19,508,759 | 25,534,829 | 10,022,485 | 15,512,344 | - | 2006(A) | |||
| PLAZA CENTRO - SAM'S CLUB | PR | 6,643,224 | 20,224,758 | 2,766,593 | 6,520,090 | 23,114,485 | 29,634,575 | 21,787,949 | 7,846,626 | - | 2006(A) | |||
| LOS COLOBOS - BUILDERS SQUARE | PR | 4,404,593 | 9,627,903 | 1,283,497 | 4,461,145 | 10,854,848 | 15,315,993 | 9,938,420 | 5,377,573 | - | 2006(A) | |||
| LOS COLOBOS - KMART | PR | 4,594,944 | 10,120,147 | 789,782 | 4,402,338 | 11,102,535 | 15,504,873 | 10,061,131 | 5,443,742 | - | 2006(A) | |||
| LOS COLOBOS I | PR | 12,890,882 | 26,046,669 | 5,215,237 | 13,613,375 | 30,539,413 | 44,152,788 | 17,236,568 | 26,916,220 | - | 2006(A) | |||
| LOS COLOBOS II | PR | 14,893,698 | 30,680,556 | 6,145,412 | 15,142,300 | 36,577,366 | 51,719,666 | 20,822,897 | 30,896,769 | - | 2006(A) | |||
| WESTERN PLAZA - MAYAGUEZ ONE | PR | 10,857,773 | 12,252,522 | 1,528,575 | 11,241,993 | 13,396,877 | 24,638,870 | 10,229,309 | 14,409,561 | - | 2006(A) | |||
| WESTERN PLAZA - MAYAGUEZ TWO | PR | 16,874,345 | 19,911,045 | 4,301,304 | 16,872,647 | 24,214,047 | 41,086,694 | 17,186,095 | 23,900,599 | - | 2006(A) | |||
| MANATI VILLA MARIA SC | PR | 2,781,447 | 5,673,119 | 2,094,131 | 2,606,588 | 7,942,109 | 10,548,697 | 4,525,240 | 6,023,457 | - | 2006(A) | |||
| PONCE TOWNE CENTER | PR | 14,432,778 | 28,448,754 | 5,768,656 | 14,903,024 | 33,747,164 | 48,650,188 | 19,949,200 | 28,700,988 | - | 2006(A) | |||
| TRUJILLO ALTO PLAZA | PR | 12,053,673 | 24,445,858 | 4,160,691 | 12,289,288 | 28,370,934 | 40,660,222 | 16,191,666 | 24,468,556 | - | 2006(A) | |||
| ST. ANDREWS CENTER | SC | 730,164 | 3,132,092 | 19,228,255 | 730,164 | 22,360,347 | 23,090,511 | 11,976,196 | 11,114,315 | - | 1978(C) | |||
| WESTWOOD PLAZA | SC | 1,744,430 | 6,986,094 | 14,906,065 | 1,726,833 | 21,909,756 | 23,636,589 | 5,165,514 | 18,471,075 | - | 1995(A) | |||
| WOODRUFF SHOPPING CENTER | SC | 3,110,439 | 15,501,117 | 1,432,523 | 3,465,199 | 16,578,880 | 20,044,079 | 4,322,201 | 15,721,878 | - | 2010(A) | |||
| FOREST PARK | SC | 1,920,241 | 9,544,875 | 346,991 | 1,920,241 | 9,891,866 | 11,812,107 | 2,004,610 | 9,807,497 | - | 2012(A) | |||
| OLD TOWNE VILLAGE | TN | - | 4,133,904 | 4,225,635 | - | 8,359,539 | 8,359,539 | 6,305,704 | 2,053,835 | - | 1978(C) | |||
| CENTER OF THE HILLS | TX | 2,923,585 | 11,706,145 | 2,807,467 | 2,923,585 | 14,513,612 | 17,437,197 | 6,518,477 | 10,918,720 | - | 2008(A) | |||
| GATEWAY STATION | TX | 1,373,692 | 28,145,158 | 3,206,734 | 1,374,880 | 31,350,704 | 32,725,584 | 5,695,545 | 27,030,039 | - | 2011(A) | |||
| LAS TIENDAS PLAZA | TX | 8,678,107 | - | 27,150,115 | 7,943,925 | 27,884,297 | 35,828,222 | 7,285,108 | 28,543,114 | - | 2005(C) | |||
| GATEWAY STATION PHASE II | TX | 4,140,176 | 12,020,460 | 553,163 | 4,143,385 | 12,570,414 | 16,713,799 | 932,420 | 15,781,379 | - | 2017(A) | |||
| CONROE MARKETPLACE | TX | 18,869,087 | 50,756,554 | (2,832,551) | 10,841,611 | 55,951,479 | 66,793,090 | 9,022,177 | 57,770,913 | - | 2015(A) | |||
| MONTGOMERY PLAZA | TX | 10,739,067 | 63,065,333 | (80,216) | 10,738,796 | 62,985,388 | 73,724,184 | 11,999,283 | 61,724,901 | 26,595,768 | 2015(A) | |||
| PRESTON LEBANON CROSSING | TX | 13,552,180 | - | 28,236,289 | 12,163,694 | 29,624,775 | 41,788,469 | 8,736,842 | 33,051,627 | - | 2006(C) | |||
| LAKE PRAIRIE TOWN CROSSING | TX | 7,897,491 | - | 29,154,281 | 6,783,464 | 30,268,308 | 37,051,772 | 6,972,594 | 30,079,178 | - | 2006(C) | |||
| CENTER AT BAYBROOK | TX | 6,941,017 | 27,727,491 | 12,216,842 | 6,928,120 | 39,957,230 | 46,885,350 | 19,040,838 | 27,844,512 | - | 1998(A) | |||
| CYPRESS TOWNE CENTER | TX | 6,033,932 | - | 1,692,407 | 2,251,666 | 5,474,673 | 7,726,339 | 1,395,230 | 6,331,109 | - | 2003(C) | |||
| CYPRESS TOWNE CENTER | TX | 12,329,195 | 36,836,381 | 1,284,624 | 8,644,145 | 41,806,055 | 50,450,200 | 5,402,128 | 45,048,072 | - | 2016(A) | |||
| CYPRESS TOWNE CENTER (PHASE II) | TX | 2,061,477 | 6,157,862 | (1,361,233) | 270,374 | 6,587,732 | 6,858,106 | 1,078,562 | 5,779,544 | - | 2016(A) |
| THE CENTRE AT COPPERFIELD | TX | 6,723,267 | 22,524,551 | 535,094 | 6,723,357 | 23,059,555 | 29,782,912 | 4,363,874 | 25,419,038 | - | 2015(A) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| COPPERWOOD VILLAGE | TX | 13,848,109 | 84,183,731 | 2,426,984 | 13,848,109 | 86,610,715 | 100,458,824 | 15,800,229 | 84,658,595 | - | 2015(A) | |||
| ATASCOCITA COMMONS SHOP.CTR. | TX | 16,322,636 | 54,587,066 | 69,797 | 16,099,004 | 54,880,495 | 70,979,499 | 10,294,449 | 60,685,050 | 27,437,752 | 2013(A) | |||
| TOMBALL CROSSINGS | TX | 8,517,427 | 28,484,450 | 984,756 | 7,964,894 | 30,021,739 | 37,986,633 | 5,662,946 | 32,323,687 | - | 2013(A) | |||
| COPPERFIELD VILLAGE SHOP.CTR. | TX | 7,827,639 | 34,864,441 | 559,127 | 7,827,639 | 35,423,568 | 43,251,207 | 6,027,248 | 37,223,959 | - | 2015(A) | |||
| KROGER PLAZA | TX | 520,340 | 2,081,356 | 1,516,222 | 520,340 | 3,597,578 | 4,117,918 | 2,129,182 | 1,988,736 | - | 1995(A) | |||
| ACCENT PLAZA | TX | 500,414 | 2,830,835 | - | 500,414 | 2,830,835 | 3,331,249 | 1,682,377 | 1,648,872 | - | 1996(A) | |||
| WOODBRIDGE SHOPPING CENTER | TX | 2,568,705 | 6,813,716 | 336,541 | 2,568,705 | 7,150,257 | 9,718,962 | 1,866,150 | 7,852,812 | - | 2012(A) | |||
| GRAND PARKWAY MARKETPLACE | TX | 25,363,548 | - | 67,924,523 | 21,937,009 | 71,351,062 | 93,288,071 | 3,610,553 | 89,677,518 | - | 2014(C) | |||
| GRAND PARKWAY MARKET PLACE II | TX | 13,436,447 | - | 39,195,867 | 12,556,112 | 40,076,202 | 52,632,314 | 1,284,912 | 51,347,402 | - | 2015(C) | |||
| BURKE TOWN PLAZA | VA | - | 43,240,068 | (5,722,399) | - | 37,517,669 | 37,517,669 | 6,742,193 | 30,775,476 | - | 2014(A) | |||
| OLD TOWN PLAZA | VA | 4,500,000 | 41,569,735 | (15,127,129) | 3,052,800 | 27,889,806 | 30,942,606 | 6,810,932 | 24,131,674 | - | 2007(A) | |||
| POTOMAC RUN PLAZA | VA | 27,369,515 | 48,451,209 | 2,971,845 | 27,369,515 | 51,423,054 | 78,792,569 | 15,085,558 | 63,707,011 | - | 2008(A) | |||
| DULLES TOWN CROSSING | VA | 53,285,116 | 104,175,738 | 287,938 | 53,285,116 | 104,463,676 | 157,748,792 | 20,981,140 | 136,767,652 | - | 2015(A) | |||
| DOCSTONE COMMONS | VA | 3,839,249 | 11,468,264 | 473,394 | 3,903,963 | 11,876,944 | 15,780,907 | 1,275,976 | 14,504,931 | - | 2016(A) | |||
| DOCSTONE O/P - STAPLES | VA | 1,425,307 | 4,317,552 | (883,709) | 1,167,588 | 3,691,562 | 4,859,150 | 537,430 | 4,321,720 | - | 2016(A) | |||
| STAFFORD MARKETPLACE | VA | 26,893,429 | 86,449,614 | 764,107 | 26,893,429 | 87,213,721 | 114,107,150 | 14,820,039 | 99,287,111 | - | 2015(A) | |||
| GORDON PLAZA | VA | - | 3,330,621 | 25,700 | - | 3,356,321 | 3,356,321 | 332,168 | 3,024,153 | - | 2017(A) | |||
| AUBURN NORTH | WA | 7,785,841 | 18,157,625 | 8,622,701 | 7,785,841 | 26,780,326 | 34,566,167 | 8,556,745 | 26,009,422 | - | 2007(A) | |||
| THE MARKETPLACE AT FACTORIA | WA | 60,502,358 | 92,696,231 | 10,936,949 | 60,502,358 | 103,633,180 | 164,135,538 | 22,857,472 | 141,278,066 | 53,871,190 | 2013(A) | |||
| FRONTIER VILLAGE SHOPPING CTR. | WA | 10,750,863 | 44,860,769 | 96,299 | 10,750,863 | 44,957,068 | 55,707,931 | 7,746,343 | 47,961,588 | - | 2012(A) | |||
| GATEWAY SHOPPING CENTER | WA | 6,937,929 | 11,270,322 | 9,165,688 | 6,937,929 | 20,436,010 | 27,373,939 | 1,751,684 | 25,622,255 | - | 2016(A) | |||
| OLYMPIA WEST OUTPARCEL | WA | 360,000 | 799,640 | 100,360 | 360,000 | 900,000 | 1,260,000 | 171,276 | 1,088,724 | - | 2012(A) | |||
| FRANKLIN PARK COMMONS | WA | 5,418,825 | 11,988,657 | 3,869,221 | 5,418,825 | 15,857,878 | 21,276,703 | 2,561,188 | 18,715,515 | - | 2015(A) | |||
| SILVERDALE PLAZA | WA | 3,875,013 | 33,109,418 | 86,051 | 3,755,613 | 33,314,869 | 37,070,482 | 7,096,657 | 29,973,825 | - | 2012(A) | |||
| OTHER PROPERTY INTERESTS | ||||||||||||||
| EL MIRAGE | AZ | 6,786,441 | 503,987 | (1,890,428) | 5,400,000 | - | 5,400,000 | - | 5,400,000 | - | 2008(C) | |||
| ASANTE RETAIL CENTER | AZ | 8,702,635 | 3,405,683 | (1,068,846) | 11,039,472 | - | 11,039,472 | - | 11,039,472 | - | 2004(C) | |||
| SURPRISE SPECTRUM | AZ | 4,138,760 | 94,572 | (94,572) | 4,138,760 | - | 4,138,760 | - | 4,138,760 | - | 2008(C) | |||
| LAKE WALES S.C. | FL | 601,052 | - | - | 601,052 | - | 601,052 | - | 601,052 | - | 2009(A) |
| LOWES S.C. | FL | 1,620,203 | - | (1,399,538) | 220,665 | - | 220,665 | - | 220,665 | - | 2007(A) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| TREASURE VALLEY | ID | 6,501,240 | - | (5,520,565) | 519,811 | 460,864 | 980,675 | 460,864 | 519,811 | - | 2005(C) | |||
| LINWOOD-INDIANAPOLIS | IN | 31,045 | - | - | 31,045 | - | 31,045 | - | 31,045 | - | 1991(A) | |||
| FLINT - VACANT LAND | MI | 101,424 | - | (10,000) | 91,424 | - | 91,424 | - | 91,424 | - | 2012(A) | |||
| CHARLOTTE SPORTS & FITNESS CTR | NC | 500,754 | 1,858,643 | 499,465 | 500,754 | 2,358,108 | 2,858,862 | 1,931,270 | 927,592 | - | 1986(A) | |||
| SENATE/HILLSBOROUGH CROSSING | NC | 519,395 | - | (169,395) | 350,000 | - | 350,000 | - | 350,000 | - | 2003(A) | |||
| WAKEFIELD COMMONS III | NC | 6,506,450 | - | (5,397,400) | 1,475,214 | (366,164) | 1,109,050 | 235,612 | 873,438 | - | 2001(C) | |||
| WAKEFIELD CROSSINGS | NC | 3,413,932 | - | (3,276,783) | 137,149 | - | 137,149 | - | 137,149 | - | 2001(C) | |||
| HILLSBOROUGH PROMENADE | NJ | 11,886,809 | - | (6,632,045) | 5,006,054 | 248,710 | 5,254,764 | 63,957 | 5,190,807 | - | 2001(C) | |||
| KEY BANK BUILDING | NY | 1,500,000 | 40,486,755 | (8,111,240) | 668,637 | 33,206,878 | 33,875,515 | 20,274,158 | 13,601,357 | - | 2006(A) | |||
| NORTHPORT LAND PARCEL | NY | - | 14,460 | 93,975 | - | 108,435 | 108,435 | 3,215 | 105,220 | - | 2012(A) | |||
| MERRY LANE (PARKING LOT) | NY | 1,485,531 | 1,749 | 876,876 | 1,485,531 | 878,625 | 2,364,156 | - | 2,364,156 | - | 2007(A) | |||
| JERICHO ATRIUM | NY | 10,624,099 | 20,065,496 | 3,449,673 | 10,624,099 | 23,515,169 | 34,139,268 | 4,475,829 | 29,663,439 | - | 2016(A) | |||
| BIRCHWOOD PARK | NY | 3,507,162 | 4,126 | (1,511,288) | 2,000,000 | - | 2,000,000 | - | 2,000,000 | - | 2007(A) | |||
| HIGH PARK CTR RETAIL | OH | 3,783,875 | - | (3,298,325) | 485,550 | - | 485,550 | - | 485,550 | - | 2001(C) | |||
| MCMINNVILLE PLAZA | OR | 4,062,327 | - | 33,920 | 4,062,327 | 33,920 | 4,096,247 | - | 4,096,247 | - | 2006(C) | |||
| COULTER AVE. PARCEL | PA | 577,630 | 1,348,019 | 15,311,765 | 16,795,296 | 442,118 | 17,237,414 | 46,612 | 17,190,802 | - | 2015(A) | |||
| BLUE RIDGE | Various | 12,346,900 | 71,529,796 | (52,520,857) | 3,554,097 | 27,801,742 | 31,355,839 | 19,111,024 | 12,244,815 | - | 2005(A) | |||
| MICROPROPERTIES | TX | 528,534 | 1,090,980 | (1,266,986) | 220,492 | 132,036 | 352,528 | 70,806 | 281,722 | - | 2012(A) | |||
| BALANCE OF PORTFOLIO (4) | Various | 1,907,178 | 65,127,203 | (23,978,562) | 116 | 43,055,703 | 43,055,819 | 5,108,323 | 37,947,496 | - | ||||
| TOTALS | 2,913,545,177 | 6,905,751,796 | 2,109,979,480 | 3,008,324,499 | 8,920,951,954 | 11,929,276,453 | 2,500,052,642 | 9,429,223,811 | 484,008,122 |
| (1) | The negative balance for costs capitalized subsequent to acquisition could include parcels/out-parcels sold, assets held-for-sale, provision for losses and/or demolition of part of a property for redevelopment. | |
|---|---|---|
| (2) | Includes fair market value of debt adjustments, net and deferred financing costs, net. | |
| (3) | Shopping center includes active real estate under development project or land held for development. | |
| (4) | Includes fixtures, leasehold improvements and other costs capitalized. |
| Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows: |
|---|
| Buildings and building improvements (in years) | 5 to 50 |
|---|---|
| Fixtures, building and leasehold improvements | Terms of leases or useful lives, whichever is shorter |
| (including certain identified intangible assets) |
| The aggregate cost for Federal income tax purposes was approximately $10.0 billion at December 31, 2019. |
|---|
| The changes in total real estate assets for the years ended December 31, 2019, 2018 and 2017 are as follows: |
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, beginning of period | $ | 11,877,190,495 | $ | 12,653,444,998 | $ | 12,008,075,148 | ||||||
| Additions during period: | ||||||||||||
| Acquisitions | 43,970,631 | 3,420,020 | 438,125,265 | |||||||||
| Improvements | 404,210,910 | 554,408,568 | 414,955,609 | |||||||||
| Transfers from unconsolidated joint ventures | - | - | 329,194,717 | |||||||||
| Change in exchange rate | - | - | 1,035,816 | |||||||||
| Deductions during period: | ||||||||||||
| Sales | (190,859,948 | ) | (767,246,512 | ) | (315,954,464 | ) | ||||||
| Transfers to operating lease right-of-use assets, net | (8,525,554 | ) | - | - | ||||||||
| Transfers to unconsolidated joint ventures | - | (315,728,832 | ) | - | ||||||||
| Assets held for sale | (116,747,783 | ) | (69,741,938 | ) | (56,187,719 | ) | ||||||
| Adjustment for fully depreciated assets | (43,080,882 | ) | (72,992,791 | ) | (107,660,366 | ) | ||||||
| Adjustment of property carrying values | (36,881,416 | ) | (108,373,018 | ) | (58,139,008 | ) | ||||||
| Balance, end of period | $ | 11,929,276,453 | $ | 11,877,190,495 | $ | 12,653,444,998 |
| The changes in accumulated depreciation for the years ended December 31, 2019, 2018 and 2017 are as follows: |
|---|
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, beginning of period | $ | 2,385,287,743 | $ | 2,433,052,747 | $ | 2,278,291,645 | ||||||
| Additions during period: | ||||||||||||
| Depreciation for year | 260,533,557 | 293,667,298 | 368,919,387 | |||||||||
| Deductions during period: | ||||||||||||
| Sales | (55,437,757 | ) | (239,277,690 | ) | (86,798,173 | ) | ||||||
| Transfers to operating lease liabilities | (1,342,030 | ) | - | - | ||||||||
| Transfers to unconsolidated joint ventures | - | (11,634,554 | ) | - | ||||||||
| Assets held for sale | (32,642,081 | ) | (17,527,267 | ) | (19,699,746 | ) | ||||||
| Adjustment for fully depreciated assets/other | (56,346,790 | ) | (72,992,791 | ) | (107,660,366 | ) | ||||||
| Balance, end of period | $ | 2,500,052,642 | $ | 2,385,287,743 | $ | 2,433,052,747 |
| Reclassifications: |
|---|
| Certain Amounts in the Prior Period Have Been Reclassified in Order to Conform with the Current Period's Presentation. |
| KIMCO REALTY CORPORATION AND SUBSIDIARIES |
|---|
| SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE |
| As of December 31, 2019 |
| (in thousands) |
| Description | Interest Rate | Final Maturity Date | Periodic Payment Terms (a) | Prior Liens | Original Face Amount of Mortgages | Carrying Amount of Mortgages (b) | Principal Amount of Loans Subject to Delinquent Principal or Interest | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mortgage Loans: | ||||||||||||||||||||||||
| Retail | ||||||||||||||||||||||||
| Las Vegas, NV | 12.00% | May-33 | I | - | 3,075 | 3,075 | - | |||||||||||||||||
| Walker, MI | 4.00% | Dec-24 | P& I | - | 3,750 | 3,750 | ||||||||||||||||||
| Nonretail | ||||||||||||||||||||||||
| Commack, NY | 7.41% | Oct-26 | P& I | - | 1,354 | 301 | ||||||||||||||||||
| Melbourne, FL | 6.88% | Dec-30 | P&I | 500 | 261 | |||||||||||||||||||
| $ | - | $ | 8,679 | $ | 7,387 | $ | - | |||||||||||||||||
| Other Financing Loans: | ||||||||||||||||||||||||
| Nonretail | ||||||||||||||||||||||||
| Charlie Browns License | 2.28% | Apr-27 | P& I | 600 | 291 | |||||||||||||||||||
| RONA Capital Partners | 6.20% | May-20 | P&I | 175 | 150 | |||||||||||||||||||
| $ | - | $ | 9,454 | $ | 7,828 | $ | - |
| (a) I = Interest only; P&I = Principal & Interest. |
|---|
| (b) The aggregate cost for Federal income tax purposes was approximately $7.8 million as of December 31, 2019. |
| For a reconciliation of mortgage and other financing receivables from January 1, 2017 to December 31, 2019, see Footnote 10 of the Notes to the Consolidated Financial Statements included in this Form 10-K. |
| The Company feels it is not practicable to estimate the fair value of each receivable as quoted market prices are not available. |
| The cost of obtaining an independent valuation on these assets is deemed excessive considering the materiality of the total receivables. |
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