UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number

811- 21098

 

 

LMP Real Estate Income Fund Inc.

(Exact name of registrant as specified in charter)

 

55 Water Street, New York, NY

 

10041

(Address of principal executive offices)

 

(Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

300 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant's telephone number, including area code:

1-800-451-2010

 

 

Date of fiscal year end:

December 31

 

 

 

 

Date of reporting period:

March 31, 2008

 

 



 

ITEM 1.    SCHEDULE OF INVESTMENTS

 



 

LMP REAL ESTATE INCOME FUND INC.

 

FORM N-Q

MARCH 31, 2008

 



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments  (unaudited)

March 31, 2008

 

Shares

 

Security

 

Value

 

COMMON STOCKS — 66.5%

 

 

 

 

 

 

 

Apartments — 7.1%

 

 

 

224,000

 

Camden Property Trust

 

$

11,244,800

 

95,000

 

Mid-America Apartment Communities Inc.

 

4,734,800

 

140,000

 

UDR Inc.

 

3,432,800

 

 

 

Total Apartments

 

19,412,400

 

Diversified — 2.6%

 

 

 

330,000

 

iStar Financial Inc.

 

4,629,900

 

170,000

 

Lexington Corporate Properties Trust

 

2,449,700

 

 

 

Total Diversified

 

7,079,600

 

Health Care — 13.9%

 

 

 

200,000

 

HCP Inc.

 

6,762,000

 

270,000

 

Healthcare Realty Trust Inc.

 

7,060,500

 

150,000

 

Nationwide Health Properties Inc.

 

5,062,500

 

405,000

 

OMEGA Healthcare Investors Inc.

 

7,030,800

 

500,000

 

Senior Housing Properties Trust

 

11,850,000

 

 

 

Total Health Care

 

37,765,800

 

Industrial — 3.1%

 

 

 

155,000

 

DCT Industrial Trust Inc.

 

1,543,800

 

66,900

 

EastGroup Properties Inc.

 

3,108,174

 

240,000

 

First Potomac Realty Trust

 

3,688,800

 

 

 

Total Industrial

 

8,340,774

 

Industrial/Office - Mixed — 2.9%

 

 

 

254,000

 

Liberty Property Trust

 

7,901,940

 

Lodging/Resorts — 3.1%

 

 

 

585,000

 

Ashford Hospitality Trust

 

3,322,800

 

146,000

 

Hospitality Properties Trust

 

4,966,920

 

 

 

Total Lodging/Resorts

 

8,289,720

 

Office — 11.9%

 

 

 

305,000

 

Brandywine Realty Trust

 

5,172,800

 

105,000

 

Highwoods Properties Inc.

 

3,262,350

 

873,700

 

HRPT Properties Trust

 

5,880,001

 

135,000

 

Kilroy Realty Corp.

 

6,629,850

 

183,000

 

Mack-Cali Realty Corp.

 

6,534,930

 

134,500

 

Parkway Properties Inc.

 

4,971,120

 

 

 

Total Office

 

32,451,051

 

Regional Malls — 6.0%

 

 

 

170,000

 

CBL & Associates Properties Inc.

 

4,000,100

 

196,000

 

Glimcher Realty Trust

 

2,344,160

 

142,000

 

Macerich Co.

 

9,978,340

 

 

 

Total Regional Malls

 

16,322,600

 

Retail - Free Standing — 4.3%

 

 

 

225,000

 

National Retail Properties Inc.

 

4,961,250

 

265,000

 

Realty Income Corp.

 

6,789,300

 

 

 

Total Retail - Free Standing

 

11,750,550

 

Self Storage — 1.5%

 

 

 

250,000

 

Extra Space Storage Inc.

 

4,047,500

 

Shopping Centers — 6.7%

 

 

 

425,000

 

Cedar Shopping Centers Inc.

 

4,964,000

 

137,000

 

Developers Diversified Realty Corp.

 

5,737,560

 

250,000

 

Primaris Retail Real Estate Investment Trust

 

4,047,677

 

 

See Notes to Schedule of Investments.

 

1



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments  (unaudited) (continued)

March 31, 2008

 

Shares

 

Security

 

Value

 

Shopping Centers — 6.7% (continued)

 

 

 

86,000

 

Tanger Factory Outlet Centers Inc.

 

$

3,308,420

 

 

 

Total Shopping Centers

 

18,057,657

 

Specialty — 3.4%

 

 

 

185,000

 

Entertainment Properties Trust

 

9,126,050

 

 

 

TOTAL COMMON STOCKS
(Cost — $149,400,755)

 

180,545,642

 

PREFERRED STOCKS — 33.3%

 

 

 

Apartments — 5.0%

 

 

 

75,000

 

Apartment Investment & Management Co., Cumulative, Series G, 9.375%

 

1,836,750

 

113,000

 

Apartment Investment & Management Co., Cumulative, Series U, 7.750%

 

2,557,190

 

120,000

 

Apartment Investment & Management Co., Cumulative, Series Y, 7.875%

 

2,662,800

 

195,000

 

BRE Properties Inc., Series C, 6.750%

 

4,169,100

 

105,000

 

UDR Inc., 6.750%

 

2,479,575

 

 

 

Total Apartments

 

13,705,415

 

Diversified — 8.6%

 

 

 

175,000

 

Duke Realty Corp., 6.950%

 

3,932,250

 

90,000

 

LBA Realty Fund LP, 8.750% (a)

 

3,690,000

 

125,000

 

PS Business Parks Inc., Cumulative Redeemable, Series O, 7.375%

 

2,784,375

 

108,400

 

PS Business Parks Inc., Series M, 7.200%

 

2,384,800

 

200,000

 

Public Storage Inc., Cumulative Redeemable, Series L, 6.750%

 

4,350,000

 

150,000

 

Vornado Realty Trust, Cumulative Redeemable, Series G, 6.625%

 

3,127,500

 

142,400

 

Vornado Realty Trust, Series H, 6.750%

 

3,006,064

 

 

 

Total Diversified

 

23,274,989

 

Health Care — 2.3%

 

 

 

150,000

 

HCP Inc., Series F, 7.100%

 

3,283,500

 

120,400

 

OMEGA Healthcare Investors Inc., Cumulative Redeemable, Series D, 8.375%

 

3,010,000

 

 

 

Total Health Care

 

6,293,500

 

Lodging/Resorts — 4.1%

 

 

 

150,000

 

Ashford Hospitality Trust, Series D, 8.450% (b)

 

2,730,000

 

71,100

 

Hospitality Properties Trust, Cumulative Redeemable, Series B, 8.875%

 

1,692,180

 

90,000

 

LaSalle Hotel Properties, Cumulative Redeemable, Series G, 7.250%

 

1,760,625

 

160,000

 

Strategic Hotels Capital Inc., 8.250%

 

3,060,000

 

100,100

 

Sunstone Hotel Investors Inc., Cumulative Redeemable, Series A, 8.000%

 

1,883,131

 

 

 

Total Lodging/Resorts

 

11,125,936

 

Office — 3.6%

 

 

 

196,000

 

BioMed Realty Trust Inc., Series A, 7.375%

 

4,351,200

 

50,000

 

Brandywine Realty Trust, Series D, 7.375%

 

985,000

 

110,000

 

Corporate Office Properties Trust, Cumulative Redeemable, Series J, 7.625%

 

2,600,950

 

76,183

 

HRPT Properties Trust, Cumulative Redeemable, Series B, 8.750%

 

1,825,345

 

 

 

Total Office

 

9,762,495

 

Regional Malls — 2.0%

 

 

 

85,000

 

Glimcher Realty Trust, Cumulative Redeemable, Series F, 8.750%

 

1,592,050

 

169,600

 

Taubman Centers Inc., Cumulative Redeemable, Series H, 7.625%

 

3,811,336

 

 

 

Total Regional Malls

 

5,403,386

 

Retail - Free Standing — 2.0%

 

 

 

96,000

 

National Retail Properties Inc., Cumulative Redeemable, Series C, 7.375%

 

2,082,000

 

25,200

 

Realty Income Corp., Cumulative Redeemable, Series D, 7.375%

 

598,752

 

129,600

 

Realty Income Corp., Cumulative Redeemable, Series E, 6.750%

 

2,735,856

 

 

 

Total Retail - Free Standing

 

5,416,608

 

Shopping Centers — 5.7%

 

 

 

73,000

 

Cedar Shopping Centers Inc., Cumulative Redeemable, Series A, 8.875%

 

1,687,760

 

 

See Notes to Schedule of Investments.

 

2



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments  (unaudited) (continued)

March 31, 2008

 

Shares

 

Security

 

Value

 

Shopping Centers — 5.7% (continued)

 

 

 

23,300

 

Developers Diversified Realty Corp., Cumulative Redeemable, Class G, 8.000%

 

$

559,200

 

209,100

 

Kimco Realty Corp., 7.750%

 

4,997,490

 

80,000

 

Urstadt Biddle Properties Inc., Cumulative, Series C, 8.500%

 

8,264,000

 

 

 

Total Shopping Centers

 

15,508,450

 

 

 

TOTAL PREFERRED STOCKS
(Cost — $102,109,581)

 

90,490,779

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT
(Cost — $251,510,336)

 

271,036,421

 

 

Face
Amount

 

 

 

 

 

SHORT-TERM INVESTMENT — 0.2%

 

 

 

Repurchase Agreement — 0.2%

 

 

 

$

656,000

 

Interest in $1,000,332,000 joint tri-party repurchase agreement dated 3/31/08 with Greenwich Capital Markets Inc., 2.250% due 4/1/08; Proceeds at maturity - $656,041; (Fully collateralized by various U.S. government agency obligations, 2.500% to 7.250% due 7/15/08 to 5/18/12; Market value - $669,123) (b)
(Cost - $656,000)

 

656,000

 

 

TOTAL INVESTMENTS — 100.0% (Cost — $252,166,336#)

 

$

271,692,421

 

 


(a)          Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted.

(b)         All or a portion of this security is segregated for swap contracts.

#                 Aggregate cost for federal income tax purposes is substantially the same.

 

See Notes to Schedule of Investments.

 

3



 

Notes to Schedule of Investments (unaudited)

 

1. Organization and Significant Accounting Policies

 

 LMP Real Estate Income Fund Inc. (the “Fund”) was incorporated in Maryland and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”).  The Fund’s primary investment objective is high current income and the Fund’s secondary objective is capital appreciation.

 

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”).

 

(a) Repurchase Agreements.  When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

 

(b) Concentration Risk.  The Fund invests in securities related to the real estate industry and is subject to the risks of real estate markets, including fluctuating property values, changes in interest rates and other mortgage-related risks.

 

(c) Swap Contracts.  Swaps involve the exchange by the Fund with another party of the respective amounts payable with respect to a notional principal amount related to one or more indices. The Fund may enter into these transactions to preserve a return or spread on a particular investment or portion of its assets, as a duration management technique, or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. The Fund may also use these transactions for speculative purposes, such as to obtain the price performance of a security without actually purchasing the security in circumstances where, for example, the subject security is illiquid, is unavailable for direct investment or available only on less attractive terms.

 

Swaps are marked-to-market daily based upon quotations from market makers and the change in value, if any, is recorded as an unrealized gain or loss in the Statement of Operations.  Net receipts or payments of interest are recorded as realized gains or losses, respectively.

 

Swaps have risks associated with them, including possible default by the counterparty to the transaction, illiquidity and, where swaps are used as hedges, the risk that the use of a swap could result in losses greater than if the swap had not been employed.

 

(d) Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates at the date of valuation.  Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

 

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

 

(e) Security Transactions.  Security transactions are accounted for on a trade date basis.

 

2.     Investment Valuation

 

Effective December 1, 2007, the Fund adopted Statement of Financial Accounting Standards No. 157 (“FAS 157”).  FAS 157 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund’s investments, and requires additional disclosure about fair value.  The hierarchy of inputs is summarized below.

 

·             Level 1 – quoted prices in active markets for identical investments

 

·             Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 



 

Notes to Schedule of Investments (unaudited) (continued)

 

·             Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade.  Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these securities at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.

 

 

 

March 31, 2008

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Investments in Securities

 

$

271,692,421

 

$

271,036,421

 

$

656,000

 

 

Other Financial Instruments*

 

$

(3,038,015

)

 

$

(3,038,015

)

 

Total

 

$

268,654,406

 

$

271,036,421

 

$

(2,382,015

)

 

 


* Other financial instruments include swaps.

 

3.     Investments

 

At March 31, 2008, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation

 

$

48,177,874

 

Gross unrealized depreciation

 

(28,651,789

)

Net unrealized appreciation

 

$

19,526,085

 

 

At March 31, 2008, the Fund held the following interest rate swap contracts:

 

Swap Counterparty:

 

Merrill Lynch Capital Services, Inc.

Effective Date:

 

7/22/05

Notional Amount:

 

$30,000,000

Payments Made by Fund:

 

Fixed Rate, 4.440%

Payments Received by Fund:

 

Floating Rate (One-Month LIBOR)

Termination Date:

 

7/22/12

Unrealized Depreciation as of March 31, 2008

 

($1,767,376)

 

 

 

 

 

 

Swap Counterparty:

 

Merrill Lynch Capital Services, Inc.

Effective Date:

 

11/25/02

Notional Amount:

 

$19,500,000

Payments Made by Fund:

 

Fixed Rate, 4.117%

Payments Received by Fund:

 

Floating Rate (One-Month LIBOR)

Termination Date:

 

11/25/09

Unrealized Depreciation as of March 31, 2008

 

($609,222)

 



 

Notes to Schedule of Investments (unaudited) (continued)

 

Swap Counterparty:

 

Merrill Lynch Capital Services, Inc.

Effective Date:

 

12/5/07

Notional Amount:

 

$20,000,000

Payments Made by Fund:

 

Fixed Rate, 3.780%

Payments Received by Fund:

 

Floating Rate (One-Month LIBOR)

Termination Date:

 

12/5/10

Unrealized Depreciation as of March 31, 2008

 

($661,417)

 

At March 31, 2008, the Fund had total unrealized depreciation of $3,038,015 from swap contracts.

 

4. Updated Recent Accounting Pronouncement Note (FAS 161)

 

In March 2008, the Financial Accounting Standards Board (“FASB”) issued the Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effect on the Fund’s financial position, performance and cash flows. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund’s financial statements and related disclosures.

 



 

ITEM 2.                  CONTROLS AND PROCEDURES.

 

(a)           The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

(b)           There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 3.                  EXHIBITS.

 

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.

 


 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

LMP Real Estate Income Fund Inc.

 

 

By

/s/ R. Jay Gerken

 

R. Jay Gerken

Chief Executive Officer

 

Date:  May 22, 2008

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By

/s/ R. Jay Gerken

 

R. Jay Gerken

Chief Executive Officer

 

Date:  May 22, 2008

 

By

/s/ Kaprel Ozsolak

 

Kaprel Ozsolak

 

Chief Financial Officer

 

 

Date:  May 22, 2008