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:

September 30, 2009

 

 



 

ITEM 1.          SCHEDULE OF INVESTMENTS

 



 

LMP REAL ESTATE INCOME FUND INC.

 

FORM N-Q

SEPTEMBER 30, 2009

 



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments (unaudited)

September 30, 2009

 

Shares

 

Security

 

Value

 

COMMON STOCKS — 57.7%

 

 

 

Apartments — 7.3%

 

 

 

130,000

 

Camden Property Trust

 

$

5,239,000

 

60,000

 

Equity Residential

 

1,842,000

 

141,059

 

UDR Inc.

 

2,220,269

 

 

 

Total Apartments

 

9,301,269

 

Health Care — 9.5%

 

 

 

130,000

 

HCP Inc.

 

3,736,200

 

100,000

 

Nationwide Health Properties Inc.

 

3,099,000

 

225,000

 

OMEGA Healthcare Investors Inc.

 

3,604,500

 

90,000

 

Senior Housing Properties Trust

 

1,719,900

 

 

 

Total Health Care

 

12,159,600

 

Industrial — 4.8%

 

 

 

375,000

 

DCT Industrial Trust Inc.

 

1,916,250

 

365,000

 

First Potomac Realty Trust

 

4,219,400

 

 

 

Total Industrial

 

6,135,650

 

Industrial/Office - Mixed — 2.7%

 

 

 

105,000

 

Liberty Property Trust

 

3,415,650

 

Office — 12.8%

 

 

 

116,500

 

BioMed Realty Trust Inc.

 

1,607,700

 

165,000

 

Brandywine Realty Trust

 

1,821,600

 

500,000

 

HRPT Properties Trust

 

3,760,000

 

150,000

 

Kilroy Realty Corp.

 

4,161,000

 

155,600

 

Mack-Cali Realty Corp.

 

5,030,548

 

 

 

Total Office

 

16,380,848

 

Regional Malls — 4.2%

 

 

 

172,800

 

Glimcher Realty Trust

 

634,176

 

153,579

 

Macerich Co.

 

4,658,051

 

 

 

Total Regional Malls

 

5,292,227

 

Retail - Free Standing — 5.4%

 

 

 

209,400

 

National Retail Properties Inc.

 

4,495,818

 

95,000

 

Realty Income Corp.

 

2,436,750

 

 

 

Total Retail - Free Standing

 

6,932,568

 

Self Storage — 1.8%

 

 

 

215,000

 

Extra Space Storage Inc.

 

2,268,250

 

Shopping Centers — 6.4%

 

 

 

130,000

 

Kimco Realty Corp.

 

1,695,200

 

415,000

 

Kite Realty Group Trust

 

1,730,550

 

200,000

 

Primaris Retail Real Estate Investment Trust

 

2,842,184

 

50,000

 

Regency Centers Corp.

 

1,852,500

 

 

 

Total Shopping Centers

 

8,120,434

 

Specialty — 2.8%

 

 

 

105,000

 

Entertainment Properties Trust

 

3,584,700

 

 

 

TOTAL COMMON STOCKS
(Cost — $77,230,361)

 

73,591,196

 

PREFERRED STOCKS — 41.7%

 

 

 

Apartments — 3.3%

 

 

 

 

 

Apartment Investment & Management Co., Cumulative:

 

1,449,000

 

70,000

 

Series U, 7.750%

 

1,470,000

 

70,000

 

Series Y, 7.875%

 

 

 

60,000

 

BRE Properties Inc., Series C, 6.750%

 

1,248,000

 

 

 

Total Apartments

 

4,167,000

 

 

See Notes to Schedule of Investments.

 

1



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments (unaudited) (continued)

September 30, 2009

 

Shares

 

Security

 

Value

 

Diversified — 7.9%

 

 

 

175,000

 

Duke Realty Corp., Series M, 6.950%

 

$

3,466,750

 

90,000

 

LBA Realty Fund LP, 8.750% (a)

 

1,980,000

 

 

 

PS Business Parks Inc.:

 

990,000

 

45,000

 

Cumulative Redeemable, Series O, 7.375%

 

 

 

75,000

 

Series M, 7.200%

 

1,608,000

 

100,000

 

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

 

2,109,000

 

 

 

Total Diversified

 

10,153,750

 

Health Care — 2.8%

 

 

 

100,000

 

HCP Inc., Series F, 7.100%

 

2,200,000

 

55,000

 

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

 

1,351,625

 

 

 

Total Health Care

 

3,551,625

 

Lodging/Resorts — 4.3%

 

 

 

71,100

 

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

 

1,681,515

 

52,900

 

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

 

1,061,306

 

94,300

 

Strategic Hotels Capital Inc., Series B, 8.250%

 

911,174

 

100,100

 

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

 

1,878,126

 

 

 

Total Lodging/Resorts

 

5,532,121

 

Office — 4.7%

 

 

 

130,000

 

BioMed Realty Trust Inc., Series A, 7.375%

 

2,892,500

 

46,400

 

Brandywine Realty Trust, Series D, 7.375%

 

988,320

 

40,000

 

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

 

920,000

 

51,183

 

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

 

1,207,919

 

 

 

Total Office

 

6,008,739

 

Regional Malls — 2.4%

 

 

 

85,000

 

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

 

1,441,600

 

70,000

 

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

 

1,610,875

 

 

 

Total Regional Malls

 

3,052,475

 

Retail - Free Standing — 2.9%

 

 

 

85,000

 

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

 

1,962,012

 

70,000

 

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

 

1,687,000

 

 

 

Total Retail - Free Standing

 

3,649,012

 

Shopping Centers — 9.9%

 

 

 

50,000

 

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

 

1,015,000

 

13,300

 

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

 

252,700

 

209,100

 

Kimco Realty Corp., Series G, 7.750%

 

5,091,585

 

63,800

 

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

 

6,284,300

 

 

 

Total Shopping Centers

 

12,643,585

 

Storage — 3.5%

 

 

 

200,000

 

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

 

4,528,000

 

 

 

TOTAL PREFERRED STOCKS
(Cost — $63,670,170)

 

53,286,307

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT
(Cost — $140,900,531)

 

126,877,503

 

 

See Notes to Schedule of Investments.

 

2



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments (unaudited) (continued)

September 30, 2009

 

Face
Amount

 

Security

 

Value

 

SHORT-TERM INVESTMENT — 0.6%

 

 

 

Repurchase Agreement — 0.6%

 

 

 

$

752,000

 

Interest in $200,004,000 joint tri-party repurchase agreement dated 9/30/09 with Deutsche Bank Securities Inc., 0.060% due 10/1/09; Proceeds at maturity - $752,001; (Fully collateralized by various U.S. government agency obligations, 0.000% to 3.670% due 11/13/09 to 2/27/15; Market value - $767,041) (Cost - $752,000)

 

$

752,000

 

 

 

TOTAL INVESTMENTS — 100.0% (Cost — $141,652,531#)

 

$

127,629,503

 

 

(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 values 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.

 

The Fund has adopted Financial Accounting Standards Board Codification Section 820 (formerly Statement of Financial Accounting Standards No. 157) (“ASC Section 820”). ASC Section 820 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 Fund uses valuation techniques to measure fair value that are consistent with the market approach, income approach and/or cost approach, depending on the type of the security and the particular circumstance.

 

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

 

 

 

Quoted
Prices

 

Other
Significant
Observable
Inputs

 

Significant
Unobservable
Inputs

 

 

 

Decriptions

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

Common stocks†

 

$

73,591,196

 

 

 

$

73,591,196

 

Preferred stocks†

 

45,862,814

 

$

7,423,493

 

 

53,286,307

 

Total Long-term investments

 

$

119,454,010

 

$

7,423,493

 

 

$

126,877,503

 

Short-term investments†

 

 

752,000

 

 

752,000

 

Total investments

 

$

119,454,010

 

$

8,175,493

 

 

$

127,629,503

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

Interest rate swaps‡

 

 

(619,349

)

 

(619,349

)

Total

 

$

119,454,010

 

$

7,556,144

 

 

$

127,010,154

 

 

† See Schedule of Investments for additional detailed categorizations.

‡ Values include any premiums paid or received with respect to swap contracts.

 

(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

 

4



 

Notes to Schedule of Investments (unaudited) (continued)

 

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 daily 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.

 

(c) Swap Agreements. The Fund may invest in swaps for the purpose of managing their 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.

 

Swap contracts are marked-to-market daily and changes in value are recorded as unrealized appreciation/(depreciation). Gains or losses are realized upon termination of the swap agreement. Periodic payments and premiums received or made by a Fund are recorded as realized gains or losses, respectively. Collateral, in the form of restricted cash or securities, may be required to be held in segregated accounts with the Fund’s custodian in compliance with the terms of the swap contracts. Securities held as collateral for swap contracts are identified in the Schedule of Investments. The risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.

 

Interest Rate Swaps

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 periodic payments received or paid on interest rate swap agreements are recognized as realized gains or losses. Interest rate swaps are marked to market daily based upon quotations from the market makers and the change, if any, is recorded as an unrealized gain or loss. A liquidation payment received or made at the termination of the swap is recognized as a realized gain or loss. The risks of interest rate swaps include changes in market conditions that will affect the value of the contract or changes in the present value of the future cash flow streams 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.

 

As of September 30, 2009, the three-month London Interbank Offered Rate (“LIBOR”) was 0.29%.

 

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

 

2.  Investments

 

At September 30, 2009, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation

 

$

7,434,923

 

Gross unrealized depreciation

 

(21,457,951

)

Net unrealized depreciation

 

$

(14,023,028

)

 

At September 30, 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 ‡

 

UPFRONT
PREMIUMS
PAID/
(RECEIVED)

 

UNREALIZED
DEPRECIATION

 

Interest Rate Swaps:

 

 

 

 

 

 

 

 

 

 

 

 

 

Wachovia Bank, N.A.

 

$

5,000,000

 

7/22/12

 

4.500%

 

1–Month LIBOR

 

 

$

(398,659

)

Wachovia Bank, N.A.

 

5,000,000

 

12/5/10

 

3.840%

 

1–Month LIBOR

 

 

(190,603

)

Wachovia Bank, N.A.

 

5,000,000

 

11/25/09

 

4.177%

 

1–Month LIBOR

 

 

(30,087

)

Net unrealized depreciation on open swap contracts

 

 

 

 

 

$

(619,349

)

 

‡  Percentage shown is an annual percentage rate.

 

5



 

Notes to Schedule of Investments (unaudited) (continued)

 

3. Derivative Instruments and Hedging Activities

 

Financial Accounting Standards Board Codification Section 815 (formerly Statement of Financial Accounting Standards No. 161) (“ASC Topic 815”) 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 September 30, 2009.

 

Primary Underlying
Risk Disclosure

 

Swap
Contracts,
at value

 

Total

 

Interest Rate Contracts

 

(619,349

)

(619,349

)

 

The Fund had average notional balances in interest rate swap contracts of $16,500,000 during the period ended September 30, 2009.

 

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:

November 23, 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:

November 23, 2009

 

 

 

By

/s/ Kaprel Ozsolak

 

Kaprel Ozsolak

 

Chief Financial Officer

 

 

 

Date:

November 23, 2009