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

811-10481

 

 

Cohen & Steers Quality Income Realty Fund, Inc.

(Exact name of registrant as specified in charter)

 

280 Park Avenue
New York, NY

 

10017

(Address of principal executive offices)

 

(Zip code)

 

Francis C. Poli
280 Park Avenue
New York, NY 10017

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(212) 832-3232

 

 

Date of fiscal year end:

December 31

 

 

 

 

Date of reporting period:

March 31, 2009

 

 



 

Item 1. Schedule of Investments

 



 

COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

SCHEDULE OF INVESTMENTS
March 31, 2009 (Unaudited)

 

 

 

Number
of Shares

 

Value

 

COMMON STOCK 109.8%

 

 

 

 

 

DIVERSIFIED 4.6%

 

 

 

 

 

Vornado Realty Trust

 

145,600

 

$

4,839,744

 

 

 

 

 

 

 

HEALTH CARE 21.6%

 

 

 

 

 

HCP

 

349,709

 

6,242,306

 

Health Care REIT(a)

 

93,087

 

2,847,531

 

LTC Properties(a)

 

61,467

 

1,078,131

 

Nationwide Health Properties

 

165,753

 

3,678,059

 

Omega Healthcare Investors(a)

 

255,113

 

3,591,991

 

Senior Housing Properties Trust

 

55,806

 

782,400

 

Ventas

 

202,894

 

4,587,434

 

 

 

 

 

22,807,852

 

HOTEL 2.3%

 

 

 

 

 

Hospitality Properties Trust

 

108,419

 

1,301,028

 

Host Hotels & Resorts

 

293,239

 

1,149,497

 

 

 

 

 

2,450,525

 

INDUSTRIAL 7.9%

 

 

 

 

 

AMB Property Corp.

 

279,429

 

4,023,778

 

EastGroup Properties(a)

 

66,581

 

1,868,929

 

ProLogis

 

374,705

 

2,435,582

 

 

 

 

 

8,328,289

 

OFFICE 20.9%

 

 

 

 

 

BioMed Realty Trust

 

226,113

 

1,530,785

 

Boston Properties(b)

 

211,222

 

7,399,107

 

Highwoods Properties

 

92,162

 

1,974,110

 

Kilroy Realty Corp.

 

104,050

 

1,788,620

 

Liberty Property Trust

 

248,428

 

4,705,226

 

Mack-Cali Realty Corp.

 

239,750

 

4,749,447

 

 

 

 

 

22,147,295

 

RESIDENTIAL- APARTMENT 19.4%

 

 

 

 

 

American Campus Communities(a)

 

105,985

 

1,839,900

 

Apartment Investment & Management Co.

 

322,140

 

1,765,327

 

 

1



 

 

 

Number
of Shares

 

Value

 

AvalonBay Communities

 

71,355

 

$

3,357,966

 

BRE Properties

 

44,028

 

864,270

 

Education Realty Trust

 

366,555

 

1,279,277

 

Equity Residential(b)

 

306,707

 

5,628,074

 

Home Properties

 

86,685

 

2,656,895

 

UDR

 

364,212

 

3,135,865

 

 

 

 

 

20,527,574

 

SELF STORAGE 10.1%

 

 

 

 

 

Extra Space Storage

 

194,216

 

1,070,130

 

Public Storage

 

131,273

 

7,252,833

 

Sovran Self Storage(a)

 

87,165

 

1,750,273

 

U-Store-It Trust

 

321,700

 

649,834

 

 

 

 

 

10,723,070

 

SHOPPING CENTER 23.0%

 

 

 

 

 

COMMUNITY CENTER 10.8%

 

 

 

 

 

Federal Realty Investment Trust

 

98,083

 

4,511,818

 

Kimco Realty Corp.

 

134,601

 

1,025,660

 

Regency Centers Corp.

 

115,255

 

3,062,325

 

Urstadt Biddle Properties—Class A(a)

 

96,817

 

1,299,284

 

Weingarten Realty Investors

 

158,420

 

1,508,158

 

 

 

 

 

11,407,245

 

FREE STANDING 0.3%

 

 

 

 

 

National Retail Properties

 

20,896

 

330,993

 

 

 

 

 

 

 

REGIONAL MALL 11.9%

 

 

 

 

 

Macerich Co.

 

205,328

 

1,285,353

 

Simon Property Group

 

325,987

 

11,292,190

 

 

 

 

 

12,577,543

 

TOTAL SHOPPING CENTER

 

 

 

24,315,781

 

TOTAL COMMON STOCK
(Identified cost—$198,017,072)

 

 

 

116,140,130

 

 

2



 

 

 

Number
of Shares

 

Value

 

PREFERRED SECURITIES—$25 PAR VALUE 57.6%

 

 

 

 

 

BANK—FOREIGN 0.0%

 

 

 

 

 

Royal Bank of Scotland Group PLC, 7.25%, Series T

 

336

 

$

2,100

 

 

 

 

 

 

 

REAL ESTATE 57.6%

 

 

 

 

 

DIVERSIFIED 6.6%

 

 

 

 

 

Duke Realty Corp., 6.95%, Series M(a)

 

100,000

 

850,000

 

Duke Realty Corp., 7.25%, Series N(a)

 

91,000

 

783,510

 

Duke Realty Corp., 8.375%, Series O(a)

 

43,300

 

492,754

 

Entertainment Properties Trust, 7.75%, Series B(a)

 

72,845

 

706,597

 

Lexington Realty Trust, 7.55%, Series D(a)

 

207,500

 

1,664,150

 

Vornado Realty Trust, 6.625%, Series G(a)

 

110,000

 

1,542,200

 

Vornado Realty Trust, 6.625%, Series I(a)

 

65,000

 

984,750

 

 

 

 

 

7,023,961

 

HEALTH CARE 5.4%

 

 

 

 

 

HCP, 7.10%, Series F(a)

 

67,700

 

1,144,130

 

Health Care REIT, 7.625%, Series F(a)

 

197,600

 

3,817,632

 

Omega Healthcare Investors, 8.375%, Series D(a)

 

40,000

 

720,000

 

 

 

 

 

5,681,762

 

HOTEL 4.9%

 

 

 

 

 

Hospitality Properties Trust, 7.00%, Series C(a)

 

230,000

 

2,679,500

 

LaSalle Hotel Properties, 7.25%, Series G(a)

 

170,000

 

1,615,000

 

Sunstone Hotel Investors, 8.00%, Series A(a)

 

109,950

 

934,575

 

 

 

 

 

5,229,075

 

OFFICE 8.5%

 

 

 

 

 

BioMed Realty Trust, 7.375%, Series A(a)

 

266,500

 

2,859,545

 

Brandywine Realty Trust, 7.375%, Series D

 

30,525

 

277,777

 

Corporate Office Properties Trust, 7.625%, Series J(a)

 

182,600

 

3,288,626

 

Cousins Properties, 7.50%, Series B(a)

 

98,500

 

1,296,260

 

HRPT Properties Trust, 8.75%, Series B(a)

 

49,991

 

572,397

 

Kilroy Realty Corp., 7.50%, Series F(a)

 

55,500

 

710,400

 

 

 

 

 

9,005,005

 

 

3



 

 

 

Number

 

 

 

 

 

of Shares

 

Value

 

OFFICE/INDUSTRIAL 1.3%

 

 

 

 

 

PS Business Parks, 6.70%, Series P(a)

 

100,401

 

$

1,431,718

 

 

 

 

 

 

 

RESIDENTIAL- APARTMENT 7.9%

 

 

 

 

 

Apartment Investment & Management Co., 7.75%, Series U(a)

 

319,750

 

3,229,475

 

Apartment Investment & Management Co., 8.00%, Series V(a)

 

50,000

 

541,500

 

Associated Estates Realty Corp., 8.70%, Series B

 

6,170

 

85,455

 

Mid-America Apartment Communities, 8.30%, Series H(a)

 

135,275

 

2,976,050

 

UDR, 6.75%, Series G(a)

 

84,893

 

1,476,289

 

 

 

 

 

8,308,769

 

SELF STORAGE 9.9%

 

 

 

 

 

Public Storage, 6.95%, Series H(a)

 

200,000

 

3,602,000

 

Public Storage, 7.25%, Series I(a)

 

45,407

 

885,437

 

Public Storage, 6.75%, Series L(a)

 

140,000

 

2,429,000

 

Public Storage, 6.625%, Series M(a)

 

200,000

 

3,518,000

 

 

 

 

 

10,434,437

 

SHOPPING CENTER 11.1%

 

 

 

 

 

COMMUNITY CENTER 5.2%

 

 

 

 

 

Kimco Realty Corp., 7.75%, Series G(a)

 

124,200

 

1,695,330

 

Urstadt Biddle Properties, 8.50%, Series C ($100 par value)(a),(c)

 

24,000

 

2,003,760

 

Weingarten Realty Investors, 6.50%, Series F(a)

 

160,475

 

1,795,715

 

 

 

 

 

5,494,805

 

FREE STANDING 3.9%

 

 

 

 

 

National Retail Properties, 7.375%, Series C(a)

 

85,600

 

1,301,976

 

Realty Income Corp., 6.75%, Series E(a)

 

169,000

 

2,856,100

 

 

 

 

 

4,158,076

 

REGIONAL MALL 2.0%

 

 

 

 

 

CBL & Associates Properties, 7.375%, Series D(a)

 

223,000

 

1,445,040

 

Simon Property Group, 8.375%, Series J ($50 par value)(a),(c)

 

14,000

 

628,950

 

 

 

 

 

2,073,990

 

TOTAL SHOPPING CENTER

 

 

 

11,726,871

 

 

4



 

 

 

Number

 

 

 

 

 

of Shares

 

Value

 

SPECIALTY 2.0%

 

 

 

 

 

Digital Realty Trust, 8.50%, Series A(a)

 

122,000

 

$

2,127,680

 

 

 

 

 

60,969,278

 

TOTAL PREFERRED SECURITIES—$25 PAR VALUE
(Identified cost—$109,892,024)

 

 

 

60,971,378

 

 

 

 

 

 

 

PREFERRED SECURITIES—CAPITAL SECURITIES 1.3%

 

 

 

 

 

BANK 0.6%

 

 

 

 

 

PNC Preferred Funding Trust I, 8.70%, due 12/31/49, 144A(d)

 

1,400,000

 

630,830

 

 

 

 

 

 

 

INSURANCE- PROPERTY CASUALTY 0.7%

 

 

 

 

 

Liberty Mutual Group, 7.80%, due 3/15/37, 144A(c),(d)

 

2,000,000

 

762,588

 

TOTAL PREFERRED SECURITIES—CAPITAL SECURITIES
(Identified cost—$3,361,738)

 

 

 

1,393,418

 

 

 

 

 

 

 

 

 

Principal

 

 

 

 

 

Amount

 

 

 

CORPORATE BONDS 1.8%

 

 

 

 

 

INSURANCE- PROPERTY CASUALTY 0.9%

 

 

 

 

 

Liberty Mutual Group, 10.75%, due 6/15/58, 144A(d)

 

$

2,000,000

 

981,130

 

 

 

 

 

 

 

REAL ESTATE-SHOPPING CENTER- REGIONAL MALL 0.9%

 

 

 

 

 

Simon Property Group LP, 10.35%, due 4/1/19(a)

 

1,000,000

 

973,357

 

TOTAL CORPORATE BONDS
(Identified cost—$2,939,703)

 

 

 

1,954,487

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

of Shares

 

 

 

SHORT-TERM INVESTMENT 2.5%

 

 

 

 

 

MONEY MARKET FUND

 

 

 

 

 

Federated U.S. Treasury Cash Reserves Fund, 0.01%(e)
(Identified cost—$2,600,000)

 

2,600,000

 

2,600,000

 

 

5



 

 

 

 

 

Value

 

TOTAL INVESTMENTS (Identified cost—$316,810,537)

 

173.0

%

 

 

$

183,059,413

 

 

 

 

 

 

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS

 

(5.1

)%

 

 

(5,445,066

)

 

 

 

 

 

 

 

 

LIQUIDATION VALUE OF PREFERRED SHARES

 

(67.9

)%

 

 

(71,825,000

)

 

 

 

 

 

 

 

 

NET ASSETS APPLICABLE TO COMMON SHARES
(Equivalent to $2.70 per share based on 39,237,634 shares of common stock outstanding)

 

100.0

%

 

 

$

105,789,347

 

 


Glossary of Portfolio Abbreviation

 

REIT

Real Estate Investment Trust

 

Note: Percentages indicated are based on the net assets applicable to common shares of the Fund.

(a)

A portion or all of the security is pledged in connection with the revolving credit agreement: $63,991,865 has been pledged as collateral.

(b)

A portion of the security is segregated as collateral for interest rate swap transactions: $11,635,250 has been segregated as collateral.

(c)

Illiquid security. Aggregate holdings equal 3.2% of net assets applicable to common shares of the Fund.

(d)

Resale is restricted to qualified institutional investors. Aggregate holdings equal 2.2% of net assets applicable to common shares of the Fund.

(e)

Rate quoted represents the seven day yield of the fund.

 

6



 

Interest rate swaps outstanding at March 31, 2009 are as follows:

 

 

 

 

 

Fixed

 

Floating Rate(a)

 

 

 

 

 

 

 

Notional

 

Rate

 

(reset monthly)

 

Termination

 

Unrealized

 

Counterparty

 

Amount

 

Payable

 

Receivable

 

Date

 

Depreciation

 

Merrill Lynch Derivative Products AG(b)

 

$

35,000,000

 

3.430

%

0.523

%

November 22, 2012

 

(2,274,483

)

UBS AG(b)

 

$

13,000,000

 

3.639

%

0.556

%

April 17, 2013

 

(980,201

)

UBS AG(b)

 

$

30,000,000

 

3.615

%

0.523

%

February 28, 2014

 

(2,308,242

)

 

 

 

 

 

 

 

 

 

 

$

(5,562,926

)

 


(a) Based on LIBOR (London Interbank Offered Rate). Represents rates in effect at March 31, 2009.

(b) Fair valued security. This security has been fair valued at its fair value as determined in good faith under procedures established by and under the general supervision of the Fund’s board of directors. Aggregate holdings equal (5.3)% of net assets applicable to common shares of the Fund.

 



 

Note 1. Portfolio Valuation: Investments in securities that are listed on the New York Stock Exchange are valued, except as indicated below, at the last sale price reflected at the close of the New York Stock Exchange on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices for the day or, if no asked price is available, at the bid price.

 

Securities not listed on the New York Stock Exchange but listed on other domestic or foreign securities exchanges or admitted to trading on the National Association of Securities Dealers Automated Quotations, Inc. (Nasdaq) national market system are valued in a similar manner. Securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined as reflected on the tape at the close of the exchange representing the principal market for such securities.

 

Readily marketable securities traded in the over-the-counter market, including listed securities whose primary market is believed by Cohen & Steers Capital Management, Inc. (the investment manager) to be over-the-counter, but excluding securities admitted to trading on the Nasdaq National List, are valued at the official closing prices as reported by Nasdaq, the Pink Sheets, or such other comparable sources as the Board of Directors deem appropriate to reflect their fair market value. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices for the day, or if no asked price is available, at the bid price. However, certain fixed-income securities may be valued on the basis of prices provided by a pricing service when such prices are believed by the Board of Directors to reflect the fair market value of such securities. Where securities are traded on more than one exchange and also over-the-counter, the securities will generally be valued using the quotations the Board of Directors believes most closely reflect the value of such securities. Interest rate swaps are valued utilizing quotes received from an outside pricing service.

 

Portfolio securities primarily traded on foreign markets are generally valued at the closing values of such securities on their respective exchanges or if after the close of the foreign markets, but prior to the close of business on the day the securities are being valued, market conditions change significantly, certain foreign securities may be fair valued pursuant to procedures established by the Board of Directors.

 

Securities for which market prices are unavailable, or securities for which the investment manager determines that bid and/or asked price does not reflect market value, will be valued at fair value pursuant to procedures approved by the Fund’s Board of Directors. Circumstances in which market prices may be unavailable include, but are not limited to, when trading in a security is suspended, the exchange on which the security is traded is subject to an unscheduled close or disruption or material events occur after the close of the exchange on which the security is principally traded. In these circumstances, the Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include recent transactions in comparable securities, information relating to the specific security and developments in the markets.

 

The Fund’s use of fair value pricing may cause the net asset value of Fund shares to differ from the net asset value that would be calculated using market quotations. Fair value pricing

 



 

involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

 

Short-term debt securities, which have a maturity date of 60 days or less, are valued at amortized cost, which approximates value.

 

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. 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 as of March 31, 2009 in valuing the Fund’s investments carried at value:

 

 

 

 

 

Fair Value Measurements at March 31, 2009 Using

 

 

 

 

 

Quoted Prices In

 

Significant

 

Significant

 

 

 

 

 

Active Market for

 

Other Observable

 

Unobservable

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

 

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Investments in Securities

 

$

183,059,413

 

$

174,478,798

 

$

8,580,615

 

$

 

 

 

 

 

 

 

 

 

 

 

Other Financial Instruments*

 

(5,562,926

)

 

(5,562,926

)

 

 


* Other financial instruments are interest rate swap contracts.

 



 

Note 2. Derivative Investments: The Fund has adopted the provisions of Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). This new standard requires funds to disclose information intended to enable financial statement users to understand how and why the fund uses derivative instruments, how derivative instruments are accounted for under FAS 133 and how derivative instruments affect the company’s financial position, results of operations, and cash flows. All changes to the disclosures required in this report have been made in accordance with FAS 161.

 

The following is a summary of the market valuations of the Fund’s derivative instruments:

 

Interest Rate Contracts

 

$

(5,562,926

)

 

Interest Rate Swaps: The Fund uses interest rate swaps in connection with the sale of preferred shares and borrowing under its credit agreement. The interest rate swaps are intended to reduce the risk that an increase in short-term interest rates could have on the performance of the Fund’s common shares as a result of the floating rate structure of the preferred shares and the credit agreement. In these interest rate swaps, the Fund agrees to pay the other party to the interest rate swap (which is known as the counterparty) a fixed rate payment in exchange for the counterparty agreeing to pay the Fund a variable rate payment that is intended to approximate the Fund’s variable rate payment obligation on the preferred shares and the credit agreement. The payment obligation is based on the notional amount of the swap. Depending on the state of interest rates in general, the use of interest rate swaps could enhance or harm the overall performance of the common shares. The market value of interest rate swaps is based on pricing models that consider the time value of money, volatility, the current market and contractual prices of the underlying financial instrument. Unrealized appreciation is reported as an asset and unrealized depreciation is reported as a liability on the Statement of Assets and Liabilities. The change in value of swaps, including the accrual of periodic amounts of interest to be paid or received on swaps, is reported as unrealized appreciation or depreciation in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements. Swap agreements involve, to varying degrees, elements of market and counterparty risk, and exposure to loss in excess of the related amounts reflected in the Statement of Assets and Liabilities. The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from or paid to the counterparty over the contract’s remaining life, to the extent that such amount is positive.

 



 

Note 3. Income Tax Information

 

As of March 31, 2009, the federal tax cost and net unrealized depreciation were as follows:

 

Gross unrealized appreciation

 

$

3,415,116

 

Gross unrealized depreciation

 

(137,166,240

)

Net unrealized depreciation

 

$

(133,751,124

)

 

 

 

 

Cost for federal income tax purposes

 

$

316,810,537

 

 



 

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) are effective based on their evaluation of these disclosure controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act as of a date within 90 days of the filing of this report.

 

(b)                                During the last fiscal quarter, there were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 3. Exhibits.

 

(a)                                 Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

 



 

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.

 

COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

 

By:

/s/ Adam M. Derechin

 

 

 

 

Name:

Adam M. Derechin

 

 

 

 

 

Title:

President

 

 

 

 

 

 

 

 

 

 

 

 

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/ Adam M. Derechin

 

By:

/s/ James Giallanza

 

Name:

Adam M. Derechin

 

 

Name:

James Giallanza

 

Title:

President and principal executive officer

 

 

Title:

Treasurer and principal financial officer

 

 

 

 

 

 

 

 

Date:

May 28, 2009