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
100 First Stamford Place
Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

1-888-777-0102

 

 

Date of fiscal year end:

December 31

 

 

 

 

Date of reporting period:

March 31, 2009

 

 



 

ITEM 1.                                                     SCHEDULE OF INVESTMENTS

 



 

LMP REAL ESTATE INCOME FUND INC.

 

FORM N-Q

MARCH 31, 2009

 



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments (unaudited)

March 31, 2009

 

Shares

 

 

 

Security

 

Value

 

COMMON STOCKS — 48.6%

 

 

 

Apartments — 5.1%

 

 

 

110,000

 

 

 

Camden Property Trust

 

$

2,373,800

 

116,059

 

 

 

UDR Inc.

 

999,268

 

 

 

 

 

Total Apartments

 

3,373,068

 

Health Care — 9.9%

 

 

 

 

 

49,500

 

 

 

HCP Inc.

 

883,575

 

85,000

 

 

 

Nationwide Health Properties Inc.

 

1,886,150

 

195,000

 

 

 

OMEGA Healthcare Investors Inc.

 

2,745,600

 

80,000

 

 

 

Senior Housing Properties Trust

 

1,121,600

 

 

 

 

 

Total Health Care

 

6,636,925

 

Industrial — 4.4%

 

 

 

 

 

365,000

 

 

 

DCT Industrial Trust Inc.

 

1,157,050

 

240,000

 

 

 

First Potomac Realty Trust

 

1,764,000

 

 

 

 

 

Total Industrial

 

2,921,050

 

Industrial/Office - Mixed — 2.8%

 

 

 

 

 

100,000

 

 

 

Liberty Property Trust

 

1,894,000

 

Lodging/Resorts — 1.1%

 

 

 

 

 

60,000

 

 

 

Hospitality Properties Trust

 

720,000

 

Office — 9.2%

 

 

 

 

 

 

 

95,000

 

 

 

BioMed Realty Trust Inc.

 

643,150

 

270,000

 

 

 

Brandywine Realty Trust

 

769,500

 

500,000

 

 

 

HRPT Properties Trust

 

1,595,000

 

85,000

 

 

 

Kilroy Realty Corp.

 

1,461,150

 

85,000

 

 

 

Mack-Cali Realty Corp.

 

1,683,850

 

 

 

 

 

Total Office

 

6,152,650

 

Regional Malls — 2.1%

 

 

 

 

 

120,000

 

 

 

CBL & Associates Properties Inc.

 

283,200

 

178,600

 

 

 

Glimcher Realty Trust

 

250,040

 

140,000

 

 

 

Macerich Co.

 

876,400

 

 

 

 

 

Total Regional Malls

 

1,409,640

 

Retail - Free Standing — 5.9%

 

 

 

 

 

170,000

 

 

 

National Retail Properties Inc.

 

2,692,800

 

65,000

 

 

 

Realty Income Corp.

 

1,223,300

 

 

 

 

 

Total Retail - Free Standing

 

3,916,100

 

Self Storage — 1.8%

 

 

 

 

 

215,000

 

 

 

Extra Space Storage Inc.

 

1,184,650

 

Shopping Centers — 4.3%

 

 

 

 

 

125,000

 

 

 

Kimco Realty Corp.

 

952,500

 

201,300

 

 

 

Kite Realty Group Trust

 

493,185

 

125,000

 

 

 

Primaris Retail Real Estate Investment Trust

 

898,796

 

20,000

 

 

 

Regency Centers Corp.

 

531,400

 

 

 

 

 

Total Shopping Centers

 

2,875,881

 

Specialty — 2.0%

 

 

 

 

 

85,000

 

 

 

Entertainment Properties Trust

 

1,339,600

 

 

 

 

 

TOTAL COMMON STOCKS
(Cost — $69,361,083)

 

32,423,564

 

PREFERRED STOCKS — 50.6%

 

 

 

 

 

Apartments — 3.5%

 

 

 

 

 

 

 

 

 

Apartment Investment & Management Co., Cumulative:

 

 

 

70,000

 

 

 

Series U, 7.750%

 

707,000

 

70,000

 

 

 

Series Y, 7.875%

 

723,100

 

 

See Notes to Schedule of Investments.

 

1



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments (unaudited) (continued)

March 31, 2009

 

Shares

 

 

 

Security

 

Value

 

Apartments — 3.5% (continued)

 

 

 

 

 

60,000

 

 

 

BRE Properties Inc., Series C, 6.750%

 

$

895,800

 

 

 

 

 

Total Apartments

 

2,325,900

 

Diversified — 10.0%

 

 

 

 

 

175,000

 

 

 

Duke Realty Corp., Series M, 6.950%

 

1,487,500

 

90,000

 

 

 

LBA Realty Fund LP, 8.750% (a)

 

1,890,000

 

 

 

 

 

PS Business Parks Inc.:

 

 

 

45,000

 

 

 

Cumulative Redeemable, Series O, 7.375%

 

720,000

 

75,000

 

 

 

Series M, 7.200%

 

1,156,500

 

100,000

 

 

 

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

 

1,402,000

 

 

 

 

 

Total Diversified

 

6,656,000

 

Health Care — 4.0%

 

 

 

 

 

100,000

 

 

 

HCP Inc., Series F, 7.100%

 

1,690,000

 

55,000

 

 

 

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

 

990,000

 

 

 

 

 

Total Health Care

 

2,680,000

 

Lodging/Resorts — 4.2%

 

 

 

 

 

71,100

 

 

 

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

 

1,042,326

 

52,900

 

 

 

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

 

479,406

 

160,000

 

 

 

Strategic Hotels Capital Inc., Series B, 8.250%

 

418,000

 

100,100

 

 

 

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

 

857,107

 

 

 

 

 

Total Lodging/Resorts

 

2,796,839

 

Office — 4.7%

 

 

 

 

 

130,000

 

 

 

BioMed Realty Trust Inc., Series A, 7.375%

 

1,394,900

 

46,400

 

 

 

Brandywine Realty Trust, Series D, 7.375%

 

422,240

 

40,000

 

 

 

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

 

720,400

 

51,183

 

 

 

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

 

586,045

 

 

 

 

 

Total Office

 

3,123,585

 

Regional Malls — 2.3%

 

 

 

 

 

85,000

 

 

 

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

 

494,700

 

70,000

 

 

 

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

 

1,072,575

 

 

 

 

 

Total Regional Malls

 

1,567,275

 

Retail - Free Standing — 3.7%

 

 

 

 

 

85,000

 

 

 

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

 

1,284,563

 

70,000

 

 

 

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

 

1,183,000

 

 

 

 

 

Total Retail - Free Standing

 

2,467,563

 

Shopping Centers — 13.0%

 

 

 

 

 

50,000

 

 

 

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

 

435,000

 

13,300

 

 

 

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

 

75,810

 

209,100

 

 

 

Kimco Realty Corp., 7.750%

 

2,854,215

 

63,800

 

 

 

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

 

5,326,662

 

 

 

 

 

Total Shopping Centers

 

8,691,687

 

Storage — 5.2%

 

 

 

 

 

200,000

 

 

 

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

 

3,470,000

 

 

 

 

 

TOTAL PREFERRED STOCKS
(Cost — $65,177,162)

 

33,778,849

 

 

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT
(Cost — $134,538,245)

 

66,202,413

 

 

See Notes to Schedule of Investments.

 

2



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments (unaudited) (continued)

March 31, 2009

 

Face
Amount

 

 

 

Security

 

Value

 

SHORT-TERM INVESTMENT — 0.8%

 

 

 

Repurchase Agreement — 0.8%

 

 

 

$

531,000

 

 

 

Interest in $536,223,000 joint tri-party repurchase agreement dated 3/31/09 with Greenwich Capital Markets Inc., 0.200% due 4/1/09; Proceeds at maturity - $531,003; (Fully collateralized by various U.S. government agency obligations, 3.200% to 7.125% due 11/3/09 to 11/17/17; Market value - $541,622) (Cost - $531,000)

 

$

531,000

 

 

 

 

 

TOTAL INVESTMENTS — 100.0% (Cost — $135,069,245#)

 

$

66,733,413

 

 

(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.

#                 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) Investment Valuation. 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.

 

Effective January 1, 2008, 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.)

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

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value:

 

 

 

March 31, 2009

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Investments in Securities

 

$

66,733,413

 

$

66,202,413

 

$

531,000

 

 

Other Financial Instruments*

 

(841,504

)

 

(841,504

)

 

Total

 

$

65,891,909

 

$

66,202,413

 

$

(310,504

)

 

 

* Other financial instruments include swaps.

 

(b) 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.

 

4



 

Notes to Schedule of Investments (unaudited) (continued)

 

(c) Swap Contracts. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with ordinary portfolio transactions.

 

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swap contracts.  Interest rate swaps are agreements between two parties to exchange cash flows based on a notional principal amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional principal amount. The net interest received or paid on interest rate swap agreements is accrued daily as interest income or expense. Interest rate swaps are marked to market daily based upon quotations from the market makers. When a swap contract is terminated early, the Fund records a realized gain or loss equal to the difference between the current realized value and the expected cash flows. The risks of interest rate swaps include changes in market conditions that will affect the value of the contract or the cash flows and the possible inability of the counterparty to fulfill its obligations under the agreement. The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life, to the extent that that amount is positive. This risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.

 

(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) 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.

 

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

 

2.  Investments

 

At March 31, 2009, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation

 

$

490,897

 

Gross unrealized depreciation

 

(68,826,729

)

Net unrealized depreciation

 

$

(68,335,832

)

 

At March 31, 2009, the Fund had the following open swap contracts:

 

SWAP COUNTERPARTY

 

NOTIONAL
AMOUNT

 

TERMINATION
DATE

 

PERIODIC
PAYMENTS
MADE BY
THE FUND‡

 

PERIODIC
PAYMENTS
RECEIVED
BY THE
FUND‡

 

UNREALIZED
DEPRECIATION

 

Interest Rate Swaps:

 

 

 

 

 

 

 

 

 

 

 

Wachovia Bank, N.A.

 

$

 5,000,000

 

7/22/12

 

4.500

%

1-Month

 

$

 (482,785

)

 

 

 

 

 

 

 

 

LIBOR

 

 

 

Wachovia Bank, N.A.

 

5,000,000

 

12/5/10

 

3.840

%

1-Month

 

(242,706

)

 

 

 

 

 

 

 

 

LIBOR

 

 

 

Wachovia Bank, N.A.

 

5,000,000

 

11/25/09

 

4.177

%

1-Month

 

(116,013

)

 

 

 

 

 

 

 

 

LIBOR

 

 

 

Net unrealized depreciation on open swap contracts

 

 

 

 

 

$

 (841,504

)

 

‡  Percentage shown is an annual percentage rate.

 

5



 

Notes to Schedule of Investments (unaudited) (continued)

 

Derivative Instruments and Hedging Activities

 

Financial Accounting Standards Board Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” requires enhanced disclosure about an entity’s derivative and hedging activities.

 

The following is a summary of the Fund’s derivative instruments categorized by risk exposure at March 31, 2009.

 

 

 

Swap Contracts

 

 

 

Primary Underlying
Risk Disclosure

 

Unrealized
Appreciation

 

Unrealized
Depreciation

 

Total

 

Interest Rate Contracts

 

 

$

(841,504

)

$

(841,504

)

Foreign Exchange Contracts

 

 

 

 

Credit Contracts

 

 

 

 

Equity Contracts

 

 

 

 

Other Contracts

 

 

 

 

Total

 

 

$

(841,504

)

$

(841,504

)

 

3. Recent Accounting Pronouncement

 

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”). FSP 157-4 provides additional guidance for estimating fair value in accordance with FAS 157, when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for fiscal years and interim periods ending after June 15, 2009. Management is currently evaluating the impact the adoption of FSP 157-4 will have on the Fund’s financial statement disclosures.

 

6



 

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 28, 2009

 

 

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 28, 2009

 

 

By

/s/ Kaprel Ozsolak

 

Kaprel Ozsolak

 

Chief Financial Officer

 

 

 

Date:

May 28, 2009