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:

(888) 777-0102

 

 

Date of fiscal year end:

December 31

 

 

 

 

Date of reporting period:

September 30, 2010

 

 



 

ITEM 1.          SCHEDULE OF INVESTMENTS

 



 

LMP REAL ESTATE INCOME FUND INC.

 

FORM N-Q

SEPTEMBER 30, 2010

 

 


 

LMP REAL ESTATE INCOME FUND INC.

 

Schedule of investments (unaudited)

September 30, 2010

 

SECURITY

 

SHARES

 

VALUE

 

COMMON STOCKS — 60.5%

 

 

 

 

 

Apartments — 7.8%

 

 

 

 

 

American Campus Communities Inc.

 

153,900

 

$

4,684,716

 

Camden Property Trust

 

117,300

 

5,626,881

 

Equity Residential

 

45,000

 

2,140,650

 

Total Apartments

 

 

 

12,452,247

 

Diversified — 1.5%

 

 

 

 

 

Dundee Real Estate Investment Trust

 

90,000

 

2,457,090

 

Health Care — 10.3%

 

 

 

 

 

HCP Inc.

 

160,000

 

5,756,800

 

Nationwide Health Properties Inc.

 

87,000

 

3,364,290

 

OMEGA Healthcare Investors Inc.

 

235,000

 

5,275,750

 

Senior Housing Properties Trust

 

90,000

 

2,115,000

 

Total Health Care

 

 

 

16,511,840

 

Industrial — 4.8%

 

 

 

 

 

DCT Industrial Trust Inc.

 

375,000

 

1,796,250

 

First Potomac Realty Trust

 

390,000

 

5,850,000

 

Total Industrial

 

 

 

7,646,250

 

Industrial/Office - Mixed — 2.4%

 

 

 

 

 

Liberty Property Trust

 

120,000

 

3,828,000

 

Lodging/Resorts — 1.0%

 

 

 

 

 

Hospitality Properties Trust

 

70,000

 

1,563,100

 

Office — 10.5%

 

 

 

 

 

BioMed Realty Trust Inc.

 

111,500

 

1,998,080

 

CommonWealth REIT

 

112,500

 

2,880,000

 

Highwoods Properties Inc.

 

60,400

 

1,961,188

 

Kilroy Realty Corp.

 

163,400

 

5,415,076

 

Mack-Cali Realty Corp.

 

138,400

 

4,527,064

 

Total Office

 

 

 

16,781,408

 

Regional Malls — 4.3%

 

 

 

 

 

Macerich Co.

 

161,000

 

6,914,950

 

Retail - Free Standing — 8.2%

 

 

 

 

 

Getty Realty Corp.

 

175,000

 

4,695,250

 

National Retail Properties Inc.

 

220,000

 

5,524,200

 

Realty Income Corp.

 

83,000

 

2,798,760

 

Total Retail - Free Standing

 

 

 

13,018,210

 

Shopping Centers — 6.2%

 

 

 

 

 

Kite Realty Group Trust

 

397,900

 

1,766,676

 

Primaris Retail Real Estate Investment Trust

 

225,000

 

4,268,636

 

Ramco-Gershenson Properties Trust

 

77,400

 

828,954

 

Regency Centers Corp.

 

75,000

 

2,960,250

 

Total Shopping Centers

 

 

 

9,824,516

 

Specialty — 3.5%

 

 

 

 

 

Entertainment Properties Trust

 

130,800

 

5,647,944

 

TOTAL COMMON STOCKS (Cost — $79,259,257)

 

 

 

96,645,555

 

 

 

 

 

 

 

 

 

 

 

 

 

RATE

 

 

 

 

 

 

 

PREFERRED STOCKS — 39.3%

 

 

 

 

 

 

 

 

 

Apartments — 3.2%

 

 

 

 

 

 

 

 

 

Apartment Investment & Management Co., Cumulative, Series Y

 

7.875%

 

 

 

70,000

 

1,786,400

 

Apartment Investment & Management Co., Cumulative, Series U

 

7.750%

 

 

 

70,000

 

1,775,900

 

BRE Properties Inc., Series C

 

6.750%

 

 

 

60,000

 

1,497,000

 

Total Apartments

 

 

 

 

 

 

 

5,059,300

 

Diversified — 8.0%

 

 

 

 

 

 

 

 

 

Duke Realty Corp., Series M

 

6.950%

 

 

 

175,000

 

4,352,250

 

LBA Realty Fund LP, Cumulative Redeemable

 

8.750%

 

 

 

90,000

 

2,880,000

(a)(b)

PS Business Parks Inc., Series M

 

7.200%

 

 

 

75,000

 

1,880,250

 

 

See Notes to Schedule of Investments.

 

1


 

LMP REAL ESTATE INCOME FUND INC.

 

Schedule of investments (unaudited) (cont’d)

September 30, 2010

 

SECURITY

 

RATE

 

 

 

SHARES

 

VALUE

 

Diversified — continued

 

 

 

 

 

 

 

 

 

 

PS Business Parks Inc., Cumulative Redeemable, Series O

 

7.375%

 

 

 

45,000

 

$

1,163,250

 

Vornado Realty Trust, Cumulative Redeemable, Series G

 

6.625%

 

 

 

100,000

 

2,456,000

 

Total Diversified

 

 

 

 

 

 

 

12,731,750

 

Health Care — 2.4%

 

 

 

 

 

 

 

 

 

HCP Inc., Series F

 

7.100%

 

 

 

100,000

 

2,487,000

 

OMEGA Healthcare Investors Inc., Cumulative Redeemable, Series D

 

8.375%

 

 

 

55,000

 

1,413,500

 

Total Health Care

 

 

 

 

 

 

 

3,900,500

 

Lodging/Resorts — 4.8%

 

 

 

 

 

 

 

 

 

Hospitality Properties Trust, Cumulative Redeemable, Series B

 

8.875%

 

 

 

71,100

 

1,823,004

 

LaSalle Hotel Properties, Cumulative Redeemable, Series G

 

7.250%

 

 

 

52,900

 

1,255,978

 

Strategic Hotels Capital Inc., Series B

 

8.250%

 

 

 

94,300

 

2,149,333

*

Sunstone Hotel Investors Inc., Cumulative Redeemable, Series A

 

8.000%

 

 

 

100,100

 

2,483,731

 

Total Lodging/Resorts

 

 

 

 

 

 

 

7,712,046

 

Office — 4.2%

 

 

 

 

 

 

 

 

 

BioMed Realty Trust Inc., Series A

 

7.375%

 

 

 

130,000

 

3,290,300

 

Brandywine Realty Trust, Series D

 

7.375%

 

 

 

46,400

 

1,148,400

 

CommonWealth REIT, Series B

 

8.750%

 

 

 

51,183

 

1,297,489

 

Corporate Office Properties Trust, Cumulative Redeemable, Series J

 

7.625%

 

 

 

40,000

 

1,008,800

 

Total Office

 

 

 

 

 

 

 

6,744,989

 

Regional Malls — 2.4%

 

 

 

 

 

 

 

 

 

Glimcher Realty Trust, Cumulative Redeemable, Series F

 

8.750%

 

 

 

85,000

 

2,125,000

 

Taubman Centers Inc., Cumulative Redeemable, Series H

 

7.625%

 

 

 

70,000

 

1,769,691

 

Total Regional Malls

 

 

 

 

 

 

 

3,894,691

 

Retail - Free Standing — 2.5%

 

 

 

 

 

 

 

 

 

National Retail Properties Inc., Cumulative Redeemable, Series C

 

7.375%

 

 

 

85,000

 

2,151,563

 

Realty Income Corp., Cumulative Redeemable, Series E

 

6.750%

 

 

 

70,000

 

1,773,800

 

Total Retail - Free Standing

 

 

 

 

 

 

 

3,925,363

 

Shopping Centers — 8.6%

 

 

 

 

 

 

 

 

 

Cedar Shopping Centers Inc., Cumulative Redeemable, Series A

 

8.875%

 

 

 

50,000

 

1,285,000

 

Developers Diversified Realty Corp., Cumulative Redeemable, Class G

 

8.000%

 

 

 

13,300

 

333,697

 

Kimco Realty Corp., Series G

 

7.750%

 

 

 

209,100

 

5,357,142

 

Urstadt Biddle Properties Inc., Cumulative, Series C

 

8.500%

 

 

 

63,800

 

6,856,905

 

Total Shopping Centers

 

 

 

 

 

 

 

13,832,744

 

Storage — 3.2%

 

 

 

 

 

 

 

 

 

Public Storage Inc., Cumulative Redeemable, Series L

 

6.750%

 

 

 

200,000

 

5,080,000

 

TOTAL PREFERRED STOCKS (Cost — $63,530,710)

 

62,881,383

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS (Cost — $142,789,967)

 

$

159,526,938

 

 

See Notes to Schedule of Investments.

 

2


 

LMP REAL ESTATE INCOME FUND INC.

 

Schedule of investments (unaudited) (cont’d)

September 30, 2010

 

SECURITY

 

RATE

 

MATURITY
DATE

 

FACE AMOUNT

 

VALUE

 

SHORT-TERM INVESTMENTS — 0.2%

 

 

 

 

 

 

 

 

 

Repurchase Agreements — 0.2%

 

 

 

 

 

 

 

 

 

Interest in $291,952,000 joint tri-party repurchase agreement dated 9/30/10 with Barclays Capital Inc.; Proceeds at maturity - $395,002; (Fully collateralized by U.S. government obligations, 6.500% due 11/15/26; Market value - $402,900) (Cost - $395,000)

 

0.200%

 

10/1/10

 

$

395,000

 

$

395,000

 

TOTAL INVESTMENTS — 100.0% (Cost — $143,184,967#)

 

 

 

$

159,921,938

 

*

Non-income producing security.

(a)

Security is valued in good faith at fair value in accordance with procedures approved by the Board of Directors (See Note 1).

(b)

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.

 

 

 

Abbreviation used in this schedule:

 

REIT

- Real Estate Investment Trust

 

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, which 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 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 Topic 820  (“ASC Topic 820”). ASC Topic 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 and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

 

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

 

 

 

QUOTED
PRICES

 

OTHER
SIGNIFICANT
OBSERVABLE
INPUTS

 

SIGNIFICANT
UNOBSERVABLE
INPUTS

 

 

 

DESCRIPTION

 

(LEVEL 1)

 

(LEVEL 2)

 

(LEVEL 3)

 

TOTAL

 

Long-term investments†:

 

 

 

 

 

 

 

 

 

Common stocks

 

$

96,645,555

 

 

 

$

96,645,555

 

Preferred stocks:

 

 

 

 

 

 

 

 

 

Diversified

 

9,851,750

 

 

$

2,880,000

 

12,731,750

 

Lodging/Resorts

 

1,823,004

 

$

5,889,042

 

 

 

7,712,046

 

Regional Malls

 

2,125,000

 

1,769,691

 

 

 

3,894,691

 

Retail - Free Standing

 

1,773,800

 

2,151,563

 

 

3,925,363

 

Other preferred stocks

 

34,617,533

 

 

 

34,617,533

 

Total long-term investments

 

$

146,836,642

 

$

9,810,296

 

$

2,880,000

 

$

159,526,938

 

Short-term investments†

 

 

395,000

 

 

395,000

 

Total investments

 

$

146,836,642

 

$

10,205,296

 

$

2,880,000

 

$

159,921,938

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

Interest rate swaps‡

 

 

$

(1,016,088

)

 

$

(1,016,088

)

Total

 

$

146,836,642

 

$

9,189,208

 

$

2,880,000

 

$

158,905,850

 

 

†See Schedule of Investments for additional detailed categorizations.

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

 

4


 

Notes to Schedule of Investments (unaudited) (continued)

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

 

INVESTMENTS IN
SECURITIES

 

 

 

 

 

PREFERRED
STOCKS

 

Balance as of December 31, 2009

 

 

 

 

 

 

 

Accrued premiums/discounts

 

 

 

 

 

 

Realized gain (loss)

 

 

 

 

 

 

Change in unrealized appreciation (depreciation)

 

 

 

 

 

 

Net purchases (sales)

 

 

 

 

 

 

Transfers into Level 3

 

 

 

 

 

$

2,880,000

 

Transfers out of Level 3

 

 

 

 

 

 

Balance as of September 30, 2010

 

 

 

 

 

 

$

2,880,000

 

Net change in unrealized appreciation (depreciation) for investments in securities still held at September 30, 2010

 

 

 

 

 

 

 

 

(b) Repurchase Agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, 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 maturity exceeds one business day, the value of the collateral is marked to market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights 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 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.

 

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. 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 posted as collateral for swap contracts are identified in the Schedule of Investments.

 

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. Interest rate swaps are marked to market daily based upon quotations from market makers. When a swap contract is terminated early, the Fund records a realized gain or loss equal to the difference between the original cost and the settlement amount of the closing transaction.

 

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.

 

(d) 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.

 

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

 

2.  Investments

 

At September 30, 2010, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation

 

$

22,433,414

 

Gross unrealized depreciation

 

(5,696,443

)

Net unrealized appreciation

 

$

16,736,971

 

 

5


 

Notes to Schedule of Investments (unaudited) (continued)

 

At September 30, 2010, the Fund had the following open swap contracts:

 

INTEREST RATE SWAPS

SWAP COUNTERPARTY

 

NOTIONAL
AMOUNT

 

TERMINATION
DATE

 

PAYMENTS
MADE BY THE
FUND‡

 

PAYMENTS
RECEIVED BY
THE FUND‡

 

UPFRONT
PREMIUMS
PAID
(RECEIVED)

 

UNREALIZED
APPRECIATION
(DEPRECIATION)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wells Fargo Bank, N.A.

 

$

5,000,000

 

7/22/12

 

4.500

%

1-Month LIBOR

 

 

$

(368,865

)

Wells Fargo Bank, N.A.

 

5,000,000

 

12/5/10

 

3.840

%

1-Month LIBOR

 

 

(32,859

)

Wells Fargo Bank, N.A.

 

5,000,000

 

11/25/14

 

2.395

%

1-Month LIBOR

 

 

(261,532

)

Wells Fargo Bank, N.A.

 

5,000,000

 

11/25/16

 

2.915

%

1-Month LIBOR

 

 

(352,832

)

Total

 

$

20,000,000

 

 

 

 

 

 

 

 

$

(1,016,088

)

 

‡ Percentage shown is an annual percentage rate.

 

3. Derivative Instruments and Hedging Activities

 

Financial Accounting Standards Board Codification 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, 2010.

 

Primary Underlying Risk Disclosure

 

Swap Contracts,
at Value

 

 

 

 

 

Interest Rate Contracts Risk

 

$

(1,016,088

)

 

During the period ended September 30, 2010, the volume of derivative activity for the Fund was as follows:

 

 

 

Average Notional
Balance

 

Interest rate swap contracts

 

$

20,000,000

 

 

The Fund has several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund.  Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties.  These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and/or a percentage decrease in the Fund’s Net Asset Value or NAV.  The contingent features are established within the Fund’s International Swap and Derivatives Association, Inc. master agreements which govern positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty.

 

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, 2010

 

 

 

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, 2010

 

 

 

 

 

By

/s/ Kaprel Ozsolak

 

 

 

Kaprel Ozsolak

 

 

 

Chief Financial Officer

 

 

 

 

 

Date:

November 23, 2010