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M O R E T H A N S H O P P I N G
everyday living
3333 New Hyde Park Road
New Hyde Park, NY 11042
Tel: 516-869-9000
kimcorealty.com / blog.kimcorealty.com
2017 Annual Report
Kimco Realty Corp. (NYSE: KIM) is a real estate
investment trust (REIT) headquartered in New
Hyde Park, N.Y., that is one of North America’s
largest publicly traded owners and operators of
open-air shopping centers. As of December 31,
2017, the company owned interests in 492 U.S.
shopping centers comprising 83 million square
feet of leasable space primarily concentrated in
the top major metropolitan markets.
Letter from the Chairman
2017 Operating Review
Form 10-K
Shareholder Information
Corporate Directory
2
5
18
120
IBC
Corporate Directory
Executive Management
Milton Cooper
Executive Chairman
Conor C. Flynn
Chief Executive Officer
Ross Cooper
President &
Chief Investment Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer & Treasurer
David Jamieson
Executive Vice President &
Chief Operating Officer
Raymond Edwards
Executive Vice President
Retailer Services
Bruce Rubenstein
Executive Vice President,
General Counsel & Secretary
U.S. Regional Management
Paul D. Puma
President
Southern Region
Wilbur E. Simmons, III
President
Mid-Atlantic Region
Armand Vasquez
President
Western Region
Joshua Weinkranz
President
Northern Region
Board of Directors
Milton Cooper
Executive Chairman
Kimco Realty Corporation
Philip E. Coviello (1v)(2)(3)
Partner *
Latham & Watkins LLP
Richard G. Dooley (1)(2)(3v)
Lead Independent Director
Kimco Realty Corporation
Executive Vice President
& Chief Investment Officer *
Massachusetts Mutual Life
Insurance Company
Joe Grills (1)(2v)(3)
Chief Investment Officer *
IBM Retirement Funds
Conor C. Flynn
Chief Executive Officer
Kimco Realty Corporation
Frank Lourenso (1)(2)(3)
Executive Vice President *
JPMorgan Chase & Co.
Colombe M. Nicholas (2)(3)
Consultant
Financo Global Consulting *
Mary Hogan Preusse (1)(2)(3)
Managing Director and
Co-Head of Americas
Real Estate *
APG Asset Management US Inc.
Richard B. Saltzman (2)(3)
Chief Executive Officer
& President
Colony NorthStar Inc.
* Retired
(1) Audit Committee
(2) Executive Compensation
Committee
(3) Nominating and Corporate
Governance Committee
(v) Chairman
Corporate Management
James J. Bruin
Senior Vice President
Portfolio & Risk Management
Barbara E. Briamonte
Vice President
Legal
David F. Bujnicki
Senior Vice President
Investor Relations &
Strategy
David Domb
Vice President
Research
Christopher Freeman
Senior Vice President
Property Management
Scott Gerber
Vice President
Risk
Geoffrey Glazer
Senior Vice President
National Development
Brett N. Klein
Vice President
Financial Planning & Analysis
Leah Landro
Vice President
Human Resources
Julio Ramon
Vice President
Property Finance
Thomas Taddeo
Senior Vice President &
Chief Information Officer
Harvey Weinreb
Vice President
Tax
Paul Westbrook
Vice President &
Chief Accounting Officer
everyday living
As the retail industry transforms, skillful adaptation is key to the success of retailers
and property owners. While Kimco’s high-quality portfolio is well-positioned to
adapt to changing consumer and retailer preferences, our mission will remain the
same: to create destinations for everyday living that inspire a sense of community
and deliver value to our many stakeholders.
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Chairman’s Letter
Superior management, together with thoughtful leadership, will positively impact results,
infuse an organization with passion and inspire teams to exceed their limitations.
Dear Fellow Shareholders and Associates:
In 2018, the Kimco family will celebrate 60 years in the
business of retail real estate. For me personally, this
milestone reminds me of what has been a truly
wonderful ride, and it makes me excited about the
next chapter of our story.
While we are fortunate to have found this new,
energetic and talented triumvirate, they are not alone.
Much of Kimco’s strength and bright future is due to
our talented team. And while it would be impossible
to list all those who have made meaningful
contributions to our success, I would like to thank
several key individuals for their efforts this past year.
The real estate business is often said to be about
“location, location, location,” and that is why at Kimco
we are continuously focusing on the quality of our
portfolio. But that is not enough. Today’s fast-
changing environment also requires the real estate
business to be about “management, management,
management.” Superior management, together with
thoughtful leadership, will positively impact results,
infuse an organization with passion and inspire teams
to exceed their limitations.
And that is why as proud as I am of Kimco’s history
and accomplishments, I am even more excited about
its future. In the words of a 19th century philosopher,
“If you could find seven men of reasonable intelli-
gence who could work together without sibling rivalry,
they can own the world, but no need to worry, it
would be difficult to get three.” At Kimco, we have
found three such men – Conor Flynn, Ross Cooper
and David Jamieson – and in a very short time, they
have transformed the company to stay ahead of the
changing times. I have trumpeted the strengths and
unique qualities of these leaders in previous letters
and on numerous occasions. Each of them brings
intelligence, insight, energy, passion and commitment
to achieving Kimco’s goals. Suffice it to say, I have
complete confidence that these men will lead Kimco
to new successes as the revolution in retail continues.
Our CFO, Glenn Cohen, is the steward of our balance
sheet, a master of the capital markets, and vigilant in
watching our G&A. He deserves much of the credit
for creating a debt maturity profile that is the envy of
our industry. Glenn has been with Kimco since 1995.
His knowledge of the company and his experience in
all sorts of economic climates give him a unique
perspective on the issues facing Kimco today. When
confronted with an issue, Glenn will relentlessly
challenge our team until he is satisfied that the issue
has been fully addressed.
Bruce Rubenstein, our General Counsel, provides a
steady hand and trusted advice. Always thoughtful,
Bruce is able to get to the heart of issues quickly
and his analysis is always sound. He leads an
accomplished legal team that is ready for anything.
His exemplary character is a habit, and he always
champions doing the right thing. His presence is a
comfort to our entire management team.
Ray Edwards, EVP of Retailer Services, is able to
combine his keen business acumen with his deep
knowledge of the retail industry and strong tenant
relationships. His focus on our “Plus” business has
been a huge plus for the company in general, and for
our retailer services business in particular. Ray has
2
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In 2017, Kimco’s leasing team successfully leased the highest volume of space for
the company in over ten years.
overseen and quarterbacked our Albertsons/Safeway
community enables her to provide invaluable
investment since 2006, culminating in the recently
feedback and direction as we navigate through
announced merger with Rite Aid.
exciting, albeit uncertain, times ahead. As soon as
she joined the Board, Mary hit the ground running,
Geoff Glazer, SVP of National Development, has
contributing immediately to discussions on strategy
worked tirelessly with his team to get our projects
and governance. She has taken an active role in all of
entitled and “out of the ground.” Our development
her committee assignments and has participated in
and redevelopment pipeline is a critical component of
targeted shareholder outreach efforts.
our 2020 Vision strategy, and Geoff’s leadership has
been instrumental in bringing these projects to
Finally, another function of “management,
fruition. Geoff played a vital role in our Grand
management, management” is “leasing, leasing,
Parkway project, which opened ahead of schedule and
leasing.” And we are blessed with an energetic,
under budget. He is constantly on the go and logs
astute and productive leasing team that knows how to
more miles than the Harlem Globetrotters. His team
attract tenants, understands their businesses and
will play a big part in bringing our other Signature
needs, and creates synergies in our centers to
Series projects to completion, including Lincoln
maximize traffic and rents. They continue to challenge
Square, Pentagon, The Boulevard and Dania Pointe.
themselves and set new goals each year. In 2017,
these men and women successfully leased the highest
Chris Freeman, SVP of Property Management,
volume of space for the company in over ten years.
oversees all of the day to day issues that a national
Kudos!
real estate company needs to address. Chris
continues to find ways to create efficiencies at the
And so as Kimco approaches its diamond anniversary,
property level. But perhaps most noteworthy for 2017
I am so excited about what is in store for the company
was the herculean effort that Chris and his team put
over the coming years. There will be many challenges
forth following the hurricanes that impacted Florida
to confront and hurdles to overcome as the retail
and, in particular, Puerto Rico. Due to the efforts of
revolution continues to unfold. But, rest assured, we
Chris and his team, our Puerto Rico sites are all open,
are in good hands.
operating and drawing heavy traffic. Chris has
managed to do this while much of the island remains
Sincerely,
without power. It is fair to say that without Chris and
his team, we would not have the quality portfolio that
we have today.
I also want to welcome Mary Hogan Preusse, the
Executive Chairman
Milton Cooper
newest addition to our Board of Directors. Mary’s
broad experience in the institutional investment
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Renaissance Centre, Altamonte Springs, FL
Metro Area: Orlando-Kissimmee-Sanford (FL)
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2017 Operating Review
Brick-and-mortar retail has weathered the rise of mail-order catalogs, the birth of the
Home Shopping Network and the dawn of the internet.
Dear Fellow Shareholders and Associates:
emerge, who have been swift in recognizing and
acting on signals of change, and are now reaping the
American author and inventor Ben Franklin famously
rewards of those efforts.
said, “When you’re finished changing, you’re
finished.” That sentiment resonates now more than
ever, with retail real estate again in the midst of a
transformation. Over the last few years, technological
advancements and social changes have radically
altered consumer behavior. Consumers have come to
Within the strategies and operating results of these
standout retailers in our portfolio, one unwavering
constant becomes clear amid the disruption: There
will always be demand for high-quality real estate.
These companies are successfully adapting while
expect a seamless shopping experience across
harnessing the power of the physical store:
multiple platforms, and the “front door” of retail has
moved from the physical store to our mobile devices,
blurring the line between online and offline shopping.
Experience, convenience and personalization have
taken on new relevance, and retailers must
differentiate themselves in order to thrive.
However, in a year when the term “retail apocalypse”
earned its own Wikipedia page, it’s important to note
• Walmart has been a leader in omnichannel
integration, in 2017 offering a discount for online
orders picked up in-store. Walmart Inc. President &
CEO Doug McMillan has repeatedly cited the fact
that their stores are located within 10 miles of
approximately 90 percent of the U.S. population as
a key competitive advantage against e-commerce
retailers, offering enhanced customer choice and
that it is the rapid rate of change occurring today, and
convenience.
not the change itself, that has fooled the media into
sounding the alarm. In reality, this industry is no
stranger to transformation. Brick-and-mortar retail has
weathered the rise of mail-order catalogs, the birth of
• Target plans to offer same-day delivery from the
majority of its stores by the 2018 holiday season
through Shipt, which the company acquired in
the Home Shopping Network and the dawn of the
late 2017.
internet. The retailers that have managed to succeed
through these periods of intense transformation share
one essential characteristic – adaptability. And now, in
an environment where change is taking place faster
than ever before, we must all pick up the pace.
Among retailers, we’ve seen several standouts
• Amazon’s acquisition of Whole Foods demonstrates
that the e-commerce giant recognizes that the
physical store is a necessary component of a
winning retail strategy.
middle:
Whittwood Town Center, Whittier, CA
Metro Area: Los Angeles-Long Beach-Anaheim (CA)
bottom:
Jantzen Beach, Portland, OR
Metro Area: Portland-Vancouver-Hillsboro (OR-WA)
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In 2017 we signed 1,597 leases totaling over 10 million square feet of space,
representing the highest leasing volume of the past 10 years.
• Amazon has teamed up with Kohl’s to sell its smart
how retail has changed or may change in the future,
home products at 10 Kohl’s stores with the
what doesn’t change is the foundation of our success:
“Amazon Smart Home Experience,” and to process
high-quality, well-positioned real estate.
Amazon returns at 82 Kohl’s locations, drawing
more shoppers to Kohl’s stores and providing a
There are three key elements of Kimco’s business
new and more immediate return option for
model today that will enable us to thrive amidst rapid
Amazon shoppers.
change in the years to come – the quality and location
of our portfolio, the many sources of still untapped
• Best Buy, once thought to be an Amazon
value creation embedded in that portfolio, and the
casualty, has engineered a remarkable turnaround
strength and security of our balance sheet. These are
through investment in omnichannel and improved
the same three pillars which we committed to enhanc-
in-store service.
ing under our 2020 Vision strategy. As we near the
midpoint in the execution of that five-year plan, and
• Home Depot noted that nearly 45 percent of orders
as we refine the plan to adapt to the changing retail
placed online are picked up in-store, and roughly
landscape, it’s clear that our efforts are succeeding,
85 percent of returns are made in-store.
and our operating performance this year helps dispel
the myth that brick-and-mortar retail is dying.
With each of these examples, it’s evident that the
physical store is still at the heart of the most effective
In 2017 we signed 1,597 leases totaling over 10 million
omnichannel strategies.
square feet of space, representing the highest leasing
volume of the past 10 years, even with a portfolio of
And those that don’t adapt will eventually fade away –
considerably reduced size. Our pro-rata occupancy
but this is not new. There is not a single name from
rose to 96 percent, just shy of our historic high of 96.2
our top ten tenant list when we went public over 25
percent. For the full year 2017, U.S. pro-rata cash-
years ago that remains on our top ten list today. Over
basis rental rate leasing spreads increased 11.5
Kimco’s 60-year history, we have seen consumer pref-
percent, with rental rates for new leases up 22.9 per-
erences change and retailers come and go. And like
cent and renewals/options increasing 8.9 percent.
the retailers that have persevered, our success, too,
These results, delivered in a year when retailer bank-
has stemmed from our ability to embrace change.
ruptcies dominated the headlines, point to the quality
Adaptability will continue to be the foundation of our
of our shopping centers and highlight the gross mis-
competitive advantage going forward, as we position
conception about retail real estate that has pervaded
our portfolio to stand the test of time. Regardless of
the marketplace.
6
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RECORD LEASING VOLUME WITH LESS ASSETS
850
800
750
700
650
600
550
500
450
400
#
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S
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A
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P
10,000
8,000
6,000
4,000
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
# of U.S. Assets
Pro Rata GLA Leased (‘000s)
ANCHOR SPREADS
$15.50
$15.41
$15.49
$14.42
$12.53
+37.6%
+43.5%
+44.0%
+36.6%
+34.9%
$11.27
$10.05
$10.70
$11.34
$9.28
2013
2014
2015
2016
2017
New Rent
Expiring Rent
PRO-RATA RENT PER SQUARE FOOT
$15.41
$15.08
$14.46
$13.74
$12.99
$12.58
$11.52
$11.66
$11.91
$11.29
$10.97
$16.00
$15.00
$14.00
$13.00
$12.00
$11.00
$10.00
$9.00
$8.00
$16.00
$15.00
$14.00
$13.00
$12.00
$11.00
$10.00
4Q07
4Q08
4Q09
4Q10
4Q11
4Q12
4Q13
4Q14
4Q15
4Q16
4Q17
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quality
Pentagon Centre, Pentagon City, VA
Metro Area: Washington-Arlington-Alexandria (DC-VA-MD-WV)
Our focus on high-quality locations that can be repositioned, repurposed and redeveloped
makes us extremely nimble, affording us the ability to replace outdated concepts and layouts
with those that better meet changing consumer demands.
A Portfolio Well-Positioned for the Evolving
Retail Environment
In this era of accelerated change in retail, the long-
held fundamental premise of real estate, “location,
location, location,” still holds true. In fact, quality
locations matter more than ever as brands hone their
omnichannel strategies and become more discerning
in selecting the locations that draw the most traffic,
are closest to their customers and best complement
their overall strategies. In 2010, we embarked on an
aggressive portfolio transformation, reducing the size
of our portfolio from over 900 centers to 492, and
selling assets that are outside our core markets or that
no longer fit our growth profile or risk requirements.
We have disposed of $7.7 billion in assets on a gross
basis over the last seven years – a value that is more
than the market capitalization of most REITs today.
We have primarily utilized sale proceeds to selectively
acquire 204 centers for $7.2 billion, focusing on
higher-quality assets with strong future growth
potential in our core major metro markets, like
Whittwood Town Center in the suburbs of Los
Angeles, and Jantzen Beach Center in Portland,
Oregon, both acquired in 2017. Our portfolio today
consists almost entirely of high-quality open-air
shopping centers, tightly clustered in the country’s top
22 major metro markets where Kimco has scale
advantages, enabling us to operate more efficiently
and drive greater value creation. Today, over 80
percent of our annual base rent comes from our core
major metro markets – markets with increasing
population density, growing purchasing power and
high barriers to entry. While our transformation to
date has been impressive, we are not finished
changing. 2018 will see a continued acceleration of
disposition activity, anticipated in the $700-900 million
range, as we continue to divest assets outside our
core coastal markets and reinvest those funds to
enhance our existing portfolio and reduce leverage,
further positioning us for success during this period of
retail transformation.
8
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The Boulevard, Staten Island, NY
Metro Area: New York-Newark-Jersey City (NY-NJ-PA)
Dania Pointe, Dania Beach, FL
Metro Area: Miami-Fort Lauderdale-West Palm Beach (FL)
The quality of our portfolio is evidenced by our
The diversity of our tenant base limits our exposure to
outstanding operational results this year. Retailers tell
any potential fallout as retailers adjust to this new
us that while there is no shortage of retail space in the
landscape. Only 13 out of 4,000 tenants make up
U.S., there is a shortage of good retail space, which is
more than 1 percent of our annual base rent (ABR),
why our occupancy is near its all-time high. We’ve
with our largest tenant, TJX Companies, contributing
continued to see strong demand for our well-located
only 3.6 percent. Our shopping centers are weighted
real estate, particularly from concepts related to home
heavily towards discount and necessity-based goods
improvement, off-price, beauty, fitness, restaurant and
and services, with 56 percent of our ABR coming from
medical. This demand, coupled with the continued
tenants such as grocers, off-price retailers, health
constraint on new real estate supply, has largely
clubs, restaurants and other services, and another 40
mitigated the impact from headline-making retail
percent from those who are omnichannel players in
bankruptcies. This year, we grew occupancy by 60
areas such as home improvement, pet supplies,
basis points despite store closures by hhgregg,
banking and pharmacy. In other words, only 4 percent
Payless ShoeSource, Golfsmith and Kmart. In fact,
of our ABR is derived from retailers that we would
contrary to what the headlines indicate, retailer
consider the most exposed to changing consumer
closings have been limited. A recent research report
preferences. And with pure-play online retailers
from IHL Group found that retailers were opening
increasingly moving towards building a footprint of
4,080 more stores in 2017 than they were closing, with
physical stores, we anticipate no shortage of new
an additional 5,500 openings planned for 2018.
demand in the future.
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Lincoln Square, Philadelphia, PA
Metro Area: Philadelphia-Camden-Wilmington (PA-NJ-DE-MD)
value creation
Asset Adaptability Adds Value
Our portfolio is also rife with redevelopment
opportunities, which we consider central to our ability
to adapt and remain agile as the industry changes.
Roughly 25 percent of the acreage of our assets is
developed, with the rest dedicated to parking or open
space and undeveloped parcels. This affords us the
flexibility to add density in the future, in the form of
additional retail or alternative uses like multifamily
housing or hotels, as the market dictates. Millennial
homebuyers and renters are increasingly seeking the
live/work/play experience with walkability to shops,
restaurants and offices. We are actively pursuing
entitlements to add future density, allowing us to
continue to capitalize on this trend and diversify
through additional income streams. Furthermore, it is
widely predicted that driverless cars will transform our
economy – this is a change that we welcome and are
prepared to benefit from, as parking ratios come
down, providing us even more available land to add
density and create additional value.
Our focus on high-quality locations that can be
repositioned, repurposed and redeveloped makes us
extremely nimble, affording us the ability to replace
outdated concepts and layouts with those that better
meet changing consumer demands. Recent highlights
from our Kimco Signature Series portfolio include the
opening of West Elm at Suburban Square in Ardmore,
Pennsylvania, with Life Time Fitness soon to follow.
At this flagship asset along Philadelphia’s prestigious
Main Line, the closing of a Macy’s sparked the ongoing
revitalization of the historic outdoor shopping center
into a modern-day lifestyle destination that has been
particularly well-received by the community. We also
recently announced that Costco will anchor Mill
Station, our dynamic reimagining of the now
demolished Owings Mills Mall in Baltimore County,
Maryland. The center’s modern, open-air layout,
featuring green space and pedestrian-friendly
walkways, will be a refreshing change from the dated
enclosed mall that came before it. More recently, in
November of 2017 we broke ground on The Boulevard,
our $186 million redevelopment of Hylan Plaza in the
wealthy New York City borough of Staten Island, where
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It has been an exciting year watching our re/development efforts begin to bear fruit, and we
are only just beginning to scratch the surface on our value creation potential.
Kimco is one of the largest retail landlords. The asset
was celebrated with great fanfare in the community of
was previously anchored by Kmart and Pathmark, both
Spring, Texas, near Houston. Grand Parkway was 75
of which were “watch list” tenants at below-market
percent preleased at its groundbreaking ceremony,
rents. As construction commenced on this grocery-
and the project’s second phase, scheduled to come
anchored project, The Boulevard was 80 percent
online in 2018, is currently 80 percent preleased.
preleased to tenants such as ShopRite, LA Fitness,
In August of 2017, we commenced construction on
Marshalls, Ulta, PetSmart and the popular luxury
Phase I of our Dania Pointe project in Broward County,
cinema concept Alamo Drafthouse, which is opening
Florida, which was approximately 80 percent preleased
its first Staten Island location.
to tenants including TJ Maxx, Ulta and several
With asset values still close to historical peaks, we
consider the accretive reinvestment of funds into
our existing assets to be the best use of our capital.
Our $800 million redevelopment pipeline is focused
on unlocking the highest and best use of our real
restaurants. Finally, construction and residential
preleasing are underway at Lincoln Square, our infill
mixed-use project in the in-demand Center City area
of Philadelphia, with Target, PetSmart and a specialty
grocer signed on as anchors.
estate, and offers incremental returns in the 8 to
It has been an exciting year watching our re/
13 percent range.
development efforts begin to bear fruit, and we are
only just beginning to scratch the surface on our value
We have also been executing on our pipeline of select
creation potential. Going forward, our 2018
ground-up developments. Kimco takes a measured
approach to ground-up development, significantly
mitigating risk through extensive preleasing efforts.
In addition to the Mill Station announcement, Signature
Series milestones in 2017 also included the completion
of the first phase of Grand Parkway Marketplace, which
dispositions, while dilutive in the short-term, will help
fund the completion of development projects
underway and allow us to continue to invest in
redevelopments, ultimately producing a stronger
portfolio primed for sustained future growth.
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A strong balance sheet is the foundation that will support our future growth,
providing the security and stability that will see us through the changes ahead.
financial strength
Fortified Balance Sheet Provides
Financial Strength and Security
A strong balance sheet is the foundation that will
support our future growth, providing the security and
stability that will see us through the changes ahead.
2017 was a busy year as we worked to extend our
debt maturity profile through several bond issuances,
tapped the preferred equity market, and refinanced
existing mortgage debt. And the results are impres-
sive: As of December 31, 2017, our weighted-average
debt maturity profile is now one of the longest in the
industry at 10.7 years, we have less than $75 million of
debt maturing in 2018, our unencumbered asset pool
has grown to 75 percent of our portfolio, and we have
over $2.20 billion of availability under our renewed
5-year, $2.25 billion revolving credit facility. Further-
more, our $300 million of 6.875 percent notes due
in October of 2019 are our only unsecured notes
maturing through 2020. We’ve also recently added
one more capital allocation tool with the implementa-
tion of a stock buyback program, announced in
February of 2018, which will enable us to opportunisti-
cally acquire shares of our stock in the open market.
Overall, we believe our balance sheet is in excellent
shape. Going forward, we expect our debt metrics
will continue to improve as NOI growth accelerates.
DIVIDEND GROWTH
$1.12*
$1.08
$1.02
$0.96
$0.90
$0.84
$0.76
$0.72
$0.64
$1.20
$1.10
$1.00
$0.90
$0.80
$0.70
$0.60
2010
2011
2012
2013
2014
2015
2016
2017
2018
12
*quarterly common dividend annualized
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top and bottom:
Grand Parkway Marketplace, Spring, Texas
Metro Area: Houston-The Woodlands-Sugar Land (TX)
FFO AS ADJUSTED*
$1.50
$1.52
$1.46
$1.40
$1.33
$1.26
$1.20
$1.14
$1.60
$1.50
$1.40
$1.30
$1.20
$1.10
$1.00
2010
2011
2012
2013
2014
2015
2016
2017
* see page 17: Reconciliation of Net Income Available to Common Shareholders To Funds From Operations - “FFO”
334165_Kimco2017AR_Narr_TR_R1.indd 13
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next-generation REIT
Since 2011, we have achieved a cumulative reduction of nearly 20% in same-site
energy consumption. and in the past year invested a total of $11.4 million across
237 sustainable improvement projects.
A Next-Generation REIT
Kimco’s achievements in corporate responsibility are
an excellent example of our history at the forefront
of large-scale change in this industry. Over the past
several years we have built a robust corporate
responsibility program, leading our peer group in
environmental, social and governance initiatives.
Since 2011, we have achieved a cumulative reduction
of nearly 20% in same-site energy consumption, and
in the past year invested a total of $11.4 million across
237 sustainable improvement projects intended to
enhance future performance. We remain the sole
retail owner named to the Dow Jones Sustainability
North America Index, have earned GRESB’s Green
Star designation for four years in a row, and our 2017
CDP Climate Performance Score was the highest
among retail real estate owners. In 2017, we were also
proud to receive a perfect score on GRESB’s inaugural
Public Disclosure ranking, emphasizing the quality and
transparency of our reporting in this area.
As our program matures, we have sought to move
beyond basic environmental, social and governance
practices to become a next-generation REIT that will
continue to push the industry forward in these impor-
tant areas. We feel that social leadership is the next
frontier of sustainability, and we’ve focused on pro-
grams that will allow us to use our many resources to
make a positive impact on our employees and com-
munities. Our alliance with The SCORE Foundation is
dedicated to the development of educational content
aimed at assisting entrepreneurs who are starting,
operating or managing small retail businesses, which
are vital to our communities. We continue to encour-
age our own associates to volunteer through our
Community Connection program, providing our
14
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Kimco matched employee donations to the Red Cross for hurricane relief,
contributing a combined total of over $63,000 which was then matched by the
International Council of Shopping Centers.
employees paid time off to volunteer locally for the
choices in the areas of exercise, sleep, stress
organizations of their choice. Additionally, we always
management and nutrition, encouraging a healthy
look for opportunities to use our shopping centers to
lifestyle year-round. We developed new ways to
draw the community together, whether through free
encourage networking and support amongst our
holiday celebrations, charity events, or in the case of
female associates, for the first time offering a
the recent hurricanes, as staging areas to distribute
workshop entitled “Inspiring Success for Women in
critical supplies and aid to communities in need.
Leadership,” which focuses on actionable advice
To further support the communities impacted by
related to common challenges faced by women in
the devastating hurricanes in 2017, Kimco matched
leadership roles. Kimco’s scholarship program
employee donations to the Red Cross for hurricane
awarded $100,000 towards the cost of tuition to
relief, contributing a combined total of over $63,000
dependents of our associates in its inaugural year.
which was then matched by the International Council
And, we have recently announced a host of benefit
of Shopping Centers.
enhancements for 2018.
We have also raised the bar on programs dedicated
to developing and supporting our employees, who we
consider our most valuable resource. We augmented
our wellness offerings in 2017 with the launch of our
Healthy Choices Rewards program, through which
associates can earn rewards for making healthier
334165_Kimco2017AR_Narr_TR_R1.indd 15
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Suburban Square, Ardmore, PA
Metro Area: Philadelphia-Camden-Wilmington (PA-NJ-DE-MD)
Kentlands Market Square, Gaithersburg, MD
Metro Area: Washington-Arlington-Alexandria (DC-VA-MD-WV)
At Kimco, we are driven by our mission – to create destinations for everyday living that
inspire a sense of community and deliver value to our many stakeholders.
Creating Destinations for Everyday Living
Our operating results this year would not have been
possible without the tireless efforts of our talented
associates, and we continue to be amazed at what our
team can accomplish together. At Kimco, we are
driven by our mission – to create destinations for
everyday living that inspire a sense of community and
deliver value to our many stakeholders. Our centers
friends and family, to be entertained, to feel refreshed,
to get fit, and to enjoy everyday living. As consumer
tastes change, so will our centers, as we continually
evaluate the highest and best use of our real estate to
deliver vibrant spaces that people want to visit again
and again. We believe that our focus on high-quality
assets in top markets, well-positioned to adapt no
matter how the retail landscape may transform over
the next 25 years, is a clear path to creating additional
go beyond shopping – they are a place to gather with
shareholder value in the years to come.
Conor C. Flynn
Chief Executive Officer
Ross Cooper
President &
Chief Investment Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer &
Treasurer
David Jamieson
Executive Vice President
& Chief Operating Officer
16
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Reconciliation of Net Income Available to Common Shareholders
To Funds From Operations - “FFO”
(in thousands, except per share data) (unaudited)
Year Ended December 31,
2017
2016
2015
2014
2013
2012
2011
2010
Net income available to
common shareholders
$ 372,461 $ 332,630 $ 831,215 $ 365,707 $ 177,987 $ 172,673 $ 109,688 $ 91,522
Gain on disposition of operating property
(92,830)
(92,824)
(131,844)
(203,602)
(51,529)
(94,368)
(20,612)
(4,373)
Gain on disposition of joint venture
operating properties and change in
control of interests
Depreciation and amortization -
real estate related
(79,034)
(217,819)
(557,744)
(202,762)
(148,564)
(27,806)
(4,050)
(4,674)
356,191
347,315
333,840
263,885
250,253
257,278
246,746
244,836
Depr. and amort. - real estate jv’s
39,248
45,098
68,556
95,168
121,265
137,841
143,283
141,471
Impairments of operating properties
65,148
101,928
52,021
265,815
192,569
70,598
43,276
33,002
Remeasurement of Derivative
Instrument
(Benefit)/provision for income
taxes (2)
–
–
–
–
–
–
4,287
(3,723)
(39)
39,570
53,792
14,165
24,710
(4,081)
(1,234)
(320)
Noncontrolling interests (2)
(5,583)
(182)
(6,591)
(2,144)
(14,150)
(1,695)
(3,632)
(4,579)
Funds from operations available to
common shareholders
655,562
555,716
643,245
596,232
552,541
510,440
517,752
493,162
Transactional (income)/charges, net
(11,327)
73,689
(39,808)
(19,341)
(8,831)
3,761
(27,972)
(27,727)
Funds from operations available to
common shareholders as adjusted
Weighted average shares outstanding
for FFO calculations:
$ 644,235 $ 629,405
$ 603,437
$ 576,891 $ 543,710 $ 514,201 $ 489,780
465,435
Basic
Units
Dilutive effect of equity awards
423,614
418,402
411,319
409,088
407,631
405,997
406,530
405,827
852
405
853
791
1,536
1,523
1,455
1,528
1,544
1,307
1,414
3,139
2,541
2,106
1,140
374
Diluted (1)
424,871
420,562
413,524
413,763
411,695
409,558
409,198
407,745
FFO per common share basic
–
FFO per common share – diluted (1)
FFO per common share as
adjusted- diluted (1)
$
$
$
1.55 $
1.33 $
1.56 $
1.46 $
1.36 $
1.26 $
1.27 $
1.22
1.55 $
1.32 $
1.56 $
1.45 $
1.35 $
1.25 $
1.27 $
1.21
1.52 $
1.50 $
1.46 $
1.40 $
1.33 $
1.26 $
1.20 $
1.14
(1) Reflects the potential impact if certain units were converted to common stock at the beginning of the period. Funds from operations would be increased by
$923, $881, $781, $3,033, $2,516, $2,127, $1,017 and $993 for the year ended December 31, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010, respectively.
(2) Related to gains, impairments and depreciation on operating properties, where applicable.
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FORM 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-10899
Kimco Realty Corporation
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or
organization)
13-2744380
(I.R.S. Employer Identification No.)
3333 New Hyde Park Road, New Hyde Park, NY 11042-0020
(Address of principal executive offices) (Zip Code)
(516) 869-9000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $.01 per share.
Depositary Shares, each representing one-thousandth of a share of 6.000% Class I Cumulative Redeemable Preferred
Stock, $1.00 par value per share.
Depositary Shares, each representing one-thousandth of a share of 5.500% Class J Cumulative Redeemable Preferred Stock,
$1.00 par value per share.
Depositary Shares, each representing one-thousandth of a share of 5.625% Class K Cumulative Redeemable Preferred Stock,
$1.00 par value per share.
Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable Preferred Stock,
$1.00 par value per share.
Depositary Shares, each representing one-thousandth of a share of 5.250% Class M Cumulative Redeemable Preferred Stock,
$1.00 par value per share.
Name of each exchange on
which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, and
“emerging growth company”” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☑
☐
Accelerated filer
☐
Smaller reporting company ☐
Emerging growth company
☐
(Do not check if a smaller reporting company.)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $7.6
billion based upon the closing price on the New York Stock Exchange for such equity on June 30, 2017.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of February 20, 2018, the registrant had 425,455,523 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting
of Stockholders expected to be held on April 24, 2018.
Index to Exhibits begins on page 42.
Page 1 of 120
Form 10-K
Report Page
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TABLE OF CONTENTS
Item No.
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
PART I
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Item 6.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Financial Statements and Supplementary Data
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
2
FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K (“Form 10-K”), together with other statements and information publicly disseminated by
Kimco Realty Corporation (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends
such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and
expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,”
“target,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and
unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect
actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations
include, but are not limited to (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to
continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks,
such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (iv) the
Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations, (vi) the level and volatility
of interest rates and foreign currency exchange rates and managements’ ability to estimate the impact thereof, (vii) risks related to
the Company’s international operations, (viii) the availability of suitable acquisition, disposition, development and redevelopment
opportunities, and risks related to acquisitions not performing in accordance with our expectations, (ix) valuation and risks related
to the Company’s joint venture and preferred equity investments, (x) valuation of marketable securities and other investments, (xi)
increases in operating costs, (xii) changes in the dividend policy for the Company’s common stock, (xiii) the reduction in the
Company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in
a shopping center, (xiv) impairment charges, (xv) unanticipated changes in the Company’s intention or ability to prepay certain debt
prior to maturity and/or hold certain securities until maturity and (xvi) the risks and uncertainties identified under Item 1A, “Risk
Factors” and elsewhere in this Form 10-K and in the Company’s other filings with the Securities and Exchange Commission
(“SEC”). Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention
or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are
advised to refer to any further disclosures the Company makes or related subjects in the Company’s quarterly reports on Form 10-
Q and current reports on Form 8-K that the Company files with the SEC.
PART I
Item 1. Business
Overview
Kimco Realty Corporation, a Maryland corporation, is one of North America’s largest publicly traded owners and operators of
open-air shopping centers. The terms “Kimco,” the “Company,” “we,” “our” and “us” each refer to Kimco Realty Corporation and
our subsidiaries, unless the context indicates otherwise. The Company’s mission is to create destinations for everyday living that
inspire a sense of community and deliver value to our many stakeholders.
The Company is a self-administered real estate investment trust (“REIT”) and has owned and operated open-air shopping centers
for 60 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its
properties. As of December 31, 2017, the Company had interests in 493 shopping center properties (the “Combined Shopping Center
Portfolio”), aggregating 83.2 million square feet of gross leasable area (“GLA”), located in 29 states, Puerto Rico and Canada. In
addition, the Company had 372 other property interests, primarily through the Company’s preferred equity investments and other
real estate investments, totaling 5.8 million square feet of GLA. The Company’s ownership interests in real estate consist of its
consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment
real estate management programs, where the Company partners with institutional investors and also retains management.
The Company's executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 and its
telephone number is (516) 869-9000. Nearly all operating functions, including leasing, legal, construction, data processing,
maintenance, finance and accounting are administered by the Company from its executive offices in New Hyde Park, New York and
supported by the Company’s regional offices. As of December 31, 2017, a total of 546 persons were employed by the Company.
The Company’s website is located at http://www.kimcorealty.com. The information contained on our website does not constitute
part of this Form 10-K. On the Company’s website you can obtain, free of charge, a copy of this Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Exchange Act of 1934, as amended, as soon as reasonably practicable, after we file such material electronically with, or furnish
it to, the SEC. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling
3
the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at http://www.sec.gov.
The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the
contribution of several shopping center properties owned by its principal stockholders. In 1973, these principals formed the Company
as a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into the Company. The Company
completed its initial public stock offering (the “IPO”) in November 1991, and, commencing with its taxable year which began
January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986,
as amended (the “Code”). If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain
qualified as a REIT under the Code, the Company generally will not be subject to federal income tax, provided that distributions to
its stockholders equal at least the amount of its REIT taxable income, as defined under the Code. The Company maintains certain
subsidiaries which made joint elections with the Company to be treated as taxable REIT subsidiaries (“TRS”), which permit the
Company to engage in certain business activities which the REIT may not conduct directly. A TRS is subject to federal and state
income taxes on its income, and the Company includes a provision for taxes in its consolidated financial statements. In 1994, the
Company reorganized as a Maryland corporation. In March 2006, the Company was added to the S & P 500 Index, an index
containing the stock of 500 Large Cap companies, most of which are U.S. corporations. The Company's common stock, Class I
Depositary Shares, Class J Depositary Shares, Class K Depositary Shares, Class L Depositary Shares and Class M Depositary Shares
are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprI”, “KIMprJ”, “KIMprK”,
“KIMprL”, and “KIMprM”, respectively.
The Company’s initial growth resulted primarily from real estate under development and the construction of shopping centers.
Subsequently, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and continued its
expansion across the nation and internationally within Canada, Mexico and South America (Chile, Brazil and Peru). The Company
implemented its investment real estate management format through the establishment of various institutional joint venture programs,
in which the Company has noncontrolling interests. The Company earns management fees, acquisition fees, disposition fees as well
as promoted interests based on achieving certain performance metrics.
During 2013, the Company began its efforts to exit its foreign investments due to perceived changes in market conditions. As
of December 31, 2017, the Company has substantially liquidated its investments in Mexico and Canada and has completely exited
South America.
In addition, the Company has capitalized on its established expertise in retail real estate by establishing other ventures in which
the Company owns a smaller equity interest and provides management, leasing and operational support for those properties. The
Company has also provided preferred equity capital in the past to real estate entrepreneurs and, from time to time, provides real
estate capital and management services to both healthy and distressed retailers. The Company has also made selective investments
in secondary market opportunities where a security or other investment is, in management’s judgment, priced below the value of the
underlying assets, however these investments are subject to volatility within the equity and debt markets. For the years ended
December 31, 2017, 2016 and 2015, the Company’s consolidated revenues were $1.2 billion, $1.2 billion and $1.1 billion,
respectively, which includes $0.3 million, $0.6 million and $8.6 million, respectively, from the Company’s consolidated foreign
investments. For the years ended December 31, 2017, 2016 and 2015, the Company’s equity in income from unconsolidated joint
ventures and preferred equity investments were $60.8 million, $218.7 million and $480.4 million, respectively, which includes equity
loss of $1.6 million, equity income of $149.0 million and equity income of $408.4 million, respectively, from the Company’s
unconsolidated foreign investments. See Item 7A Quantitative and Qualitative Disclosures About Market Risk for further details
regarding the Company’s foreign investments.
Business Objective and Strategies
Business Objective
The Company’s primary business objective is to be the premier owner and operator of open-air shopping centers in the U.S.
The Company believes it can achieve this objective by:
●
●
●
●
increasing value of its existing portfolio of properties and generating higher levels of portfolio growth;
increasing cash flows for reinvestment and/or for distribution to shareholders;
continuing growth in desirable demographic areas with successful retailers; and
increasing capital appreciation.
Operating Strategies
The Company’s operating strategies are to (i) own and operate its shopping center properties at their highest potential
through maximizing and maintaining rental income and occupancy levels, (ii) attract local area customers to its shopping centers,
which offer day-to-day necessities rather than high-priced luxury items, and (iii) maintain a strong balance sheet.
4
To effectively execute these strategies the Company seeks to:
●
●
increase rental rates through the leasing of space to new tenants;
attract a diverse and robust tenant base across a variety of retailers at its properties, which include grocery store, national
or regional discount department store or drugstore tenants;
renew leases with existing tenants;
●
● decrease vacancy levels and duration of vacancy;
● monitor operating costs and overhead;
redevelop existing shopping centers to obtain the highest and best use to maximize the real estate value;
●
● provide unmatched tenant services deriving from decades of experience managing retail properties; and
● provide communities with a destination for everyday living goods and services.
The Company reduces its operating and leasing risks through diversification achieved by the geographic distribution of its
properties and a large tenant base. As of December 31, 2017, no single open-air shopping center accounted for more than 1.8% of
the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which
the Company has less than a 100% economic interest, or more than 1.6% of the Company’s total shopping center GLA. Furthermore,
at December 31, 2017, the Company’s single largest tenant represented only 3.6% and the Company’s five largest tenants aggregated
less than 12.0% of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from
properties in which the Company has less than a 100% economic interest.
As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and
operators of open-air shopping centers, the Company has established close relationships with major national and regional retailers
and maintains a broad network of industry contacts. Management is associated with and/or actively participates in many shopping
center and REIT industry organizations. Notwithstanding these relationships, there are numerous regional and local commercial
developers, real estate companies, financial institutions and other investors who compete with the Company for the acquisition of
properties and other investment opportunities and in seeking tenants who will lease space in the Company’s properties.
Investment Strategies
The Company’s investment strategy is to invest capital into high quality assets which are concentrated in major metro markets
that provide opportunity for growth while disposing of lesser quality assets in more undesirable locations. Through this strategy, the
Company has steadily progressed in its transformation of its portfolio and will continue these efforts as deemed necessary to
maximize the quality and growth of its portfolio. The properties acquired are primarily located in major metro areas allowing tenants
to generate higher foot traffic resulting in higher sales volume. The Company believes that this will enable it to maintain higher
occupancy levels, rental rates and rental growth.
The Company’s investment strategy also includes the retail re-tenanting, renovation and expansion of its existing centers and
acquired centers. The Company may selectively acquire established income-producing real estate properties and properties requiring
significant re-tenanting and redevelopment, primarily in geographic regions in which the Company presently operates. Additionally,
the Company may selectively acquire land parcels in its key markets for real estate development projects for long-term investment.
The Company may consider investments in other real estate sectors and in geographic markets where it does not presently operate
should suitable opportunities arise. The Company also continues to simplify its business by reducing the number of joint venture
investments and pursuing redevelopment opportunities to increase overall value within its portfolio.
As part of the Company’s investment strategy each property is evaluated for its highest and best use, which may include
residential and mixed-use components. In addition, the Company may consider other opportunistic investments related to retailer
controlled real estate such as, repositioning underperforming retail locations, retail real estate financing and bankruptcy transaction
support. The Company has an active capital recycling program which provides for the disposition of certain properties. If the
Company accepts sales prices for any of these assets that are less than their net carrying values, the Company would be required to
take impairment charges and such amounts could be material.
In order to execute the Company’s strategy, the Company intends to continue to strengthen its balance sheet by pursuing
deleveraging efforts over time, providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing
on U.S. open-air shopping centers.
The Company may either purchase or lease income-producing properties in the future and may also participate with other entities
in property ownership through partnerships, joint ventures or similar types of co-ownership. Equity investments may be subject to
existing mortgage financing and/or other indebtedness. Financing or other indebtedness may be incurred simultaneously or
subsequently in connection with such investments. Any such financing or indebtedness would have priority over the Company’s
equity interest in such property.
5
Corporate Responsibility and Sustainability
The Company is focused on building a thriving and sustainable business, one that succeeds by delivering long-term value for
its stakeholders. The Company takes pride in how it conducts business, including the positive contribution it makes to communities
and its initiatives to safeguard the environment.
By investing in technologies and improved processes, the Company has delivered significant year-over-year reductions in
energy consumption across its portfolio of properties. Re-thinking how it controls and lights its parking areas significantly reduces
operating costs and meaningfully curbs negative environmental impacts associated with fossil-fuel based energy sources.
The Company’s responsibility efforts are not limited to promoting operational efficiency. The Company believes that
sustainability leadership also requires an understanding of how environmental, social, and governance issues impact both its
customers and the organization’s future growth prospects. As a result, it is taking steps to engage with its tenants on these issues and
to better understand how the shopping centers it chooses to own and manage can grow in value by viewing them through this unique
lens.
To focus the Company’s corporate responsibility efforts, it has established a set of five strategic program priorities:
● openly engage its key stakeholders;
●
lead by example in its operations;
● positively influence tenants & partners;
●
● build and retain a quality team.
enhance its communities; and
For the third consecutive year, the Company was named to the Dow Jones Sustainability North America Index, remaining the
sole U.S. retail owner among eligible companies. The Company also earned the Green Star designation by the Global Real Estate
Sustainability Benchmark (“GRESB”) for the fourth year in a row and remains the top-ranked North American company among a
peer group of open-air retail property owners.
Executive Officers
The following table sets forth information with respect to the executive officers of the Company as of December 31, 2017:
Name
Milton Cooper
Conor C. Flynn
Ross Cooper
Glenn G. Cohen
David Jamieson
Age
88
37
35
53
37
Position
Executive Chairman of the Board of Directors
Chief Executive Officer
President and Chief Investment Officer (1)
Executive Vice President,
Chief Financial Officer and Treasurer
Executive Vice President, Chief Operating Officer (2)
Joined Kimco
Co-Founder
2003
2006
1995
2007
(1) Ross Cooper was elected President and Chief Investment Officer in February 2017 and prior to that had served as
Executive Vice President and Chief Investment Officer since May 2015.
(2) David Jamieson was elected Executive Vice President, Chief Operating Officer in February 2017 and prior to that
had served as Executive Vice President of Asset Management and Operations since May 2015.
Item 1A. Risk Factors
We are subject to certain business and legal risks including, but not limited to, the following:
Risks Related to Our Business and Operations
Adverse global market and economic conditions may impede our ability to generate sufficient income and maintain our
properties.
Our properties consist primarily of open-air shopping centers and other retail properties. Our performance, therefore, is generally
linked to economic conditions in the market for retail space. The economic performance and value of our properties is subject to all
of the risks associated with owning and operating real estate, including but not limited to:
●
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changes in the national, regional and local economic climate;
local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own;
trends toward smaller store sizes as retailers reduce inventory and new prototypes;
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increasing use by customers of e-commerce and online store sites;
the attractiveness of our properties to tenants;
the ability of tenants to pay rent, particularly anchor tenants with leases in multiple locations;
tenants who may declare bankruptcy and/or close stores;
competition from other available properties to attract and retain tenants;
changes in market rental rates;
the need to periodically pay for costs to repair, renovate and re-let space;
●
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● ongoing consolidation in the retail sector;
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the excess amount of retail space in a number of markets;
changes in operating costs, including costs for maintenance, insurance and real estate taxes;
the expenses of owning and operating properties, which are not necessarily reduced when circumstances such as market
factors and competition cause a reduction in income from the properties;
changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes;
acts of terrorism and war, acts of God and physical and weather-related damage to our properties; and
the risk of functional obsolescence of properties over time.
●
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●
Competition may limit our ability to purchase new properties or generate sufficient income from tenants and may
decrease the occupancy and rental rates for our properties.
Numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and
properties for acquisition. New regional malls, open-air lifestyle centers or other retail shopping centers with more convenient
locations or better rents may attract tenants or cause them to seek more favorable lease terms at or prior to renewal. Retailers at our
properties may face increasing competition from other retailers, e-commerce, outlet malls, discount shopping clubs, direct mail,
telemarketing or home shopping networks, all of which could (i) reduce rents payable to us; (ii) reduce our ability to attract and
retain tenants at our properties; or (iii) lead to increased vacancy rates at our properties. We may fail to anticipate the effects of
changes in consumer buying practices, particularly of growing online sales and the resulting retailing practices and space needs of
our tenants or a general downturn in our tenants’ businesses, which may cause tenants to close stores or default in payment of rent.
We face competition in the acquisition or development of real property from others engaged in real estate investment that could
increase our costs associated with purchasing and maintaining assets. Some of these competitors may have greater financial resources
than we do. This could result in competition for the acquisition of properties for tenants who lease or consider leasing space in our
existing and subsequently acquired properties and for other real estate investment or development opportunities.
Our performance depends on our ability to collect rent from tenants, including anchor tenants, our tenants’ financial
condition and our tenants maintaining leases for our properties.
At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition.
As a result, our tenants may delay a number of lease commencements, decline to extend or renew leases upon expiration, fail to
make rental payments when due, close stores or declare bankruptcy. Any of these actions could result in the termination of tenants’
leases and the loss of rental income attributable to these tenants’ leases. In the event of a default by a tenant, we may experience
delays and costs in enforcing our rights as landlord under the terms of the leases.
In addition, multiple lease terminations by tenants, including anchor tenants, or a failure by multiple tenants to occupy their
premises in a shopping center could result in lease terminations or significant reductions in rent by other tenants in the same shopping
centers under the terms of some leases. In that event, we may be unable to re-lease the vacated space at attractive rents or at all, and
our rental payments from our continuing tenants could significantly decrease. The occurrence of any of the situations described
above, particularly involving a substantial tenant with leases in multiple locations, could have a material adverse effect on our
financial condition, results of operations and cash flows.
A tenant that files for bankruptcy protection may not continue to pay us rent. A bankruptcy filing by, or relating to, one of our
tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their
property, unless the bankruptcy court permits us to do so. A tenant bankruptcy could delay our efforts to collect past due balances
under the relevant leases and could ultimately preclude collection of these sums. If a lease is rejected by a tenant in bankruptcy, we
would have only a general unsecured claim for damages. As a result, it is likely that we would recover substantially less than the
full value of any unsecured claims we hold, if at all.
We may be unable to sell our real estate property investments when appropriate or on terms favorable to us.
Real estate property investments are illiquid and generally cannot be disposed of quickly. In addition, the Code restricts a REIT’s
ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, we may not be able to vary
our portfolio in response to economic or other conditions promptly or on terms favorable to us within a timeframe that we would
need.
7
We may acquire or develop properties or acquire other real estate related companies, and this may create risks.
We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or
development is consistent with our business strategies. We may not succeed in consummating desired acquisitions or in completing
developments on time or within budget. When we do pursue a project or acquisition, we may not succeed in leasing newly developed
or acquired properties at rents sufficient to cover the costs of acquisition or development and operations. Difficulties in integrating
acquisitions may prove costly or time-consuming and could divert management’s attention from other activities. Acquisitions or
developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than
anticipated performance. We may also abandon acquisition or development opportunities that management has begun pursuing and
consequently fail to recover expenses already incurred and will have devoted management’s time to a matter not consummated.
Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some
of which we may not be aware of at the time of the acquisition. In addition, development of our existing properties presents similar
risks.
Newly acquired or re-developed properties may have characteristics or deficiencies currently unknown to us that affect their
value or revenue potential. It is also possible that the operating performance of these properties may decline under our management.
As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and
tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate our new
acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional
properties, particularly in secondary markets. Also, newly acquired properties may not perform as expected.
Unsuccessful real estate under development activities or a slowdown in real estate under development activities could
have a direct impact on our growth, results of operations and cash flows.
Real estate under development is a component of our operating and investment strategy. We intend to continue pursuing select
real estate under development opportunities for long-term investment and construction of retail and/or mixed-use properties as
opportunities arise. We expect to phase in construction until sufficient preleasing is reached. Our real estate under development and
construction activities include the following risks:
● we may abandon real estate under development opportunities after expending resources and could lose all or part of our
investment in such opportunities, including loss of deposits or failure to recover expenses already incurred;
● development, construction or operating costs, including increased interest rates and higher materials, transportation, labor,
leasing or other costs, may exceed our original estimates;
● occupancy rates and rents at a newly completed property may not meet our expectations and may not be sufficient to make
the property profitable;
construction or permanent financing may not be available to us on favorable terms or at all;
●
● we may not complete construction and lease-up on schedule due to a variety of factors including construction delays or
contractor changes, resulting in increased expenses and construction costs or tenants or operators with the right to terminate
pre-construction leases; and
● we may not be able to obtain, or may experience delays in obtaining, necessary zoning, land use, building, occupancy and
other required governmental permits and authorizations.
Additionally, new real estate under development activities typically require substantial time and attention from management,
and the time frame required for development, construction and lease-up of these properties could require several years to realize any
significant cash return. The foregoing risks could hinder our growth and have an adverse effect on our financial condition, results of
operations and cash flows.
Construction and development projects are subject to risks that materially increase the costs of completion.
In the event that we decide to develop and construct new properties or redevelop existing properties, we will be subject to risks
and uncertainties associated with construction and development. These risks include, but are not limited to, risks related to obtaining
all necessary zoning, land-use, building occupancy and other governmental permits and authorizations, risks related to the
environmental concerns of government entities or community groups, risks related to changes in economic and market conditions
between development commencement and stabilization, risks related to construction labor disruptions, adverse weather, acts of God
or shortages of materials which could cause construction delays and risks related to increases in the cost of labor and materials which
could cause construction costs to be greater than projected and adversely impact the amount of our development fees or our financial
condition, results of operations and cash flows.
We do not have exclusive control over our joint venture and preferred equity investments, such that we are unable to
ensure that our objectives will be pursued.
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We have invested in some properties as a co-venturer or partner, instead of owning directly. In these investments, we do not
have exclusive control over the development, financing, leasing, management and other aspects of these investments. As a result,
the co-venturer or partner might have interests or goals that are inconsistent with ours, take action contrary to our interests or
otherwise impede our objectives. These investments involve risks and uncertainties. The co-venturer or partner may fail to provide
capital or fulfill its obligations, which may result in certain liabilities to us for guarantees and other commitments. Conflicts arising
between us and our partners may be difficult to manage and/or resolve and it could be difficult to manage or otherwise monitor the
existing business arrangements. The co-venturer or partner also might become insolvent or bankrupt, which may result in significant
losses to us.
In addition, joint venture arrangements may decrease our ability to manage risk and implicate additional risks, such as:
● potentially inferior financial capacity, diverging business goals and strategies and the need for our venture partner’s
continued cooperation;
● our inability to take actions with respect to the joint venture activities that we believe are favorable to us if our joint venture
partner does not agree;
● our inability to control the legal entity that has title to the real estate associated with the joint venture;
● our lenders may not be easily able to sell our joint venture assets and investments or may view them less favorably as
collateral, which could negatively affect our liquidity and capital resources;
● our joint venture partners can take actions that we may not be able to anticipate or prevent, which could result in negative
impacts on our debt and equity; and
● our joint venture partners’ business decisions or other actions or omissions may result in harm to our reputation or adversely
affect the value of our investments.
Our joint venture and preferred equity investments generally own real estate properties for which the economic performance
and value is subject to all the risks associated with owning and operating real estate as described above.
We may not be able to recover our investments in mortgage receivables or other investments, which may result in
significant losses to us.
In the event of a default by a borrower, it may be necessary for us to foreclose our mortgage or engage in costly negotiations.
Delays in liquidating defaulted mortgage loans and repossessing and selling the underlying properties could reduce our investment
returns. Furthermore, in the event of default, the actual value of the property securing the mortgage may decrease. A decline in real
estate values will adversely affect the value of our loans and the value of the mortgages securing our loans.
Our mortgage receivables may be or become subordinated to mechanics' or materialmen's liens or property tax liens. In these
instances, we may need to protect a particular investment by making payments to maintain the current status of a prior lien or
discharge it entirely. Where that occurs, the total amount we recover may be less than our total investment, resulting in a loss. In the
event of a major loan default or several loan defaults resulting in losses, our investments in mortgage receivables would be materially
and adversely affected.
The economic performance and value of our other investments which we do not control and are in retail operations, are subject
to risks associated with owning and operating retail businesses, including:
changes in the national, regional and local economic climate;
the adverse financial condition of some large retailing companies;
increasing use by customers of e-commerce and online store sites; and
●
●
●
● ongoing consolidation in the retail sector.
A decline in the value of our other investments may require us to recognize an other-than-temporary impairment (“OTTI”)
against such assets. When the fair value of an investment is determined to be less than its amortized cost at the balance sheet date,
we assess whether the decline is temporary or other-than-temporary. If we intend to sell an impaired asset, or it is more likely than
not that we will be required to sell the impaired asset before any anticipated recovery, then we must recognize an OTTI through
charges to earnings equal to the entire difference between the asset’s amortized cost and its fair value at the balance sheet date. When
an OTTI is recognized through earnings, a new cost basis is established for the asset and the new cost basis may not be adjusted
through earnings for subsequent recoveries in fair value.
We intend to continue to sell our non-strategic assets and may not be able to recover our investments, which may result
in significant losses to us.
There can be no assurance that we will be able to recover the current carrying amount of all of our non-strategic properties and
investments and those of our unconsolidated joint ventures in the future. Our failure to do so would require us to recognize
9
impairment charges for the period in which we reached that conclusion, which could materially and adversely affect our financial
condition, results of operations and cash flows.
We have substantially completed our efforts to exit our investments in Mexico, South America and Canada, however,
we cannot predict the impact of laws and regulations affecting these international operations, including the United States
Foreign Corrupt Practices Act, or the potential that we may face regulatory sanctions.
Our international operations have included properties in Canada, Mexico, Chile, Brazil and Peru and are subject to a variety of
United States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”) and foreign tax
laws and regulations. Although we have substantially completed our efforts to exit our investments in Mexico, South America and
Canada, we cannot assure you that our past or any current international operations will continue to be found to be in compliance
with such laws or regulations. In addition, we cannot predict the manner in which such laws or regulations might be administered or
interpreted, or when, or the potential that we may face regulatory sanctions or tax audits as a result of our international operations.
We face risks relating to cybersecurity attacks which could adversely affect our business, cause loss of confidential
information and disrupt operations.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our
information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining
unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. We may face cyber incidents
and security breaches through malware, computer viruses, attachments to e-mails, persons inside our organization or persons with
access to systems inside our organization and other significant disruptions of our IT networks and related systems. The risk of a
cybersecurity breach or disruption, particularly through a cyber incident, including by computer hackers, foreign governments and
cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around
the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to
perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. Although we make
efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various
measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will
be effective or that attempted security breaches or disruptions would not be successful or damaging.
While we maintain some of our own critical information technology systems, we also depend on third parties to provide
important information technology services relating to several key business functions, such as payroll, human resources, electronic
communications and certain finance functions. Our measures to prevent, detect and mitigate these threats, including password
protection, firewalls, backup servers, threat monitoring and periodic penetration testing, may not be successful in preventing a data
breach or limiting the effects of a breach. Furthermore, the security measures employed by third-party service providers may prove
to be ineffective at preventing breaches of their systems.
The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to
our relationship with our tenants, and private data exposure. Our financial results may be negatively impacted by such an incident
or resulting negative media attention.
A cyber incident could:
● disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our
●
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tenants;
result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;
result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a
REIT;
result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential,
sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive,
destructive or otherwise harmful purposes and outcomes;
result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;
require significant management attention and resources to remedy and damages that result;
subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or
●
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●
● damage our reputation among our tenants, investors and associates.
Moreover, cyber incidents perpetrated against our tenants, including unauthorized access to customers’ credit card data and
other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.
10
We may be subject to liability under environmental laws, ordinances and regulations.
Under various federal, state, and local laws, ordinances and regulations, we may be considered an owner or operator of real
property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in our
property, as well as certain other potential costs relating to hazardous or toxic substances (including governmental fines and injuries
to persons and property). This liability may be imposed whether or not we knew about, or were responsible for, the presence of
hazardous or toxic substances.
Natural disasters and severe weather conditions could have an adverse impact on our financial condition, results of
operations and cash flows.
Real estate properties are subject to natural disasters and severe weather conditions such as hurricanes, tornados, earthquakes,
snow storms, floods and fires. The occurrence of natural disasters or severe weather conditions could cause substantial damages or
losses to our properties which could exceed any applicable insurance coverage and could also cause delays in development projects,
negatively impact tenant demand for our properties and result in increased costs for future property insurance.
Risks Related to Our Debt and Equity Securities
We may be unable to obtain financing through the debt and equities market, which would have a material adverse effect
on our growth strategy, our results of operations and our financial condition.
We cannot assure you that we will be able to access the credit and/or equity markets to obtain additional debt or equity financing
or that we will be able to obtain financing on terms favorable to us. The inability to obtain financing on a timely basis could have
negative effects on our business, such as:
● we could have great difficulty acquiring or developing properties, which would materially adversely affect our investment
strategy;
● our liquidity could be adversely affected;
● we may be unable to repay or refinance our indebtedness;
● we may need to make higher interest and principal payments or sell some of our assets on terms unfavorable to us to fund our
indebtedness; or
● we may need to issue additional capital stock, which could further dilute the ownership of our existing shareholders.
Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on terms favorable
to us, if at all, and could significantly reduce the market price of our publicly traded securities.
We are subject to financial covenants that may restrict our operating and acquisition activities.
Our revolving credit facility and the indentures under which our senior unsecured debt is issued contain certain financial and
operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur debt, make
dividend payments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These
covenants may restrict our ability to pursue certain business initiatives or certain acquisition transactions that might otherwise be
advantageous. In addition, failure to meet any of the financial covenants could cause an event of default under our revolving credit
facility and the indentures and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.
Changes in market conditions could adversely affect the market price of our publicly traded securities.
The market price of our publicly traded securities depends on various market conditions, which may change from time-to-time.
Among the market conditions that may affect the market price of our publicly traded securities are the following:
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the extent of institutional investor interest in us;
the reputation of REITs generally and the reputation of REITs with portfolios similar to ours;
the attractiveness of the securities of REITs in comparison to securities issued by other entities, including securities issued by
other real estate companies;
● our financial condition and performance;
●
●
the market’s perception of our growth potential, potential future cash dividends and risk profile;
an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to
the price paid for our shares; and
● general economic and financial market conditions.
11
We may change the dividend policy for our common stock in the future.
The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition
of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, operating cash
flows, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness
including preferred stock, the annual distribution requirements under the REIT provisions of the Code, state law and such other
factors as our Board of Directors deems relevant or are requirements under the Code or state or federal laws. Any negative change
in our dividend policy could have a material adverse effect on the market price of our common stock.
Risks Related to Our Status as a REIT and Related U.S. Federal Income Tax Matters
Loss of our tax status as a REIT or changes in U.S. federal income tax laws, regulations, administrative interpretations
or court decisions relating to REITs could have significant adverse consequences to us and the value of our securities.
We have elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. We believe that we are organized
and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT under the Code. However,
there can be no assurance that we have qualified or will continue to qualify as a REIT for U.S. federal income tax purposes.
Qualification as a REIT involves the application of highly technical and complex Code provisions, for which there are only
limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within
our control may affect our ability to qualify as a REIT. The rules dealing with U.S. federal income taxation are constantly under
review by persons involved in the legislative process and by the IRS and U.S. Department of the Treasury. We cannot predict how
changes in the tax laws might affect our investors or us. New legislation, regulations, administrative interpretations or court decisions
could significantly and negatively change the tax laws with respect to qualification as a REIT, the U.S. federal income tax
consequences of such qualification or the desirability of an investment in a REIT relative to other investments.
In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of
our assets and a requirement that at least 95% of our gross income in any year be derived from qualifying sources, such as “rents
from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income,
excluding net capital gains. Furthermore, we own a direct or indirect interest in certain subsidiary REITs which elected to be taxed
as REITs for U.S. federal income tax purposes under the Code. Provided that each subsidiary REIT qualifies as a REIT, our interest
in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests. To qualify as a REIT,
the subsidiary REIT must independently satisfy all of the REIT qualification requirements. The failure of a subsidiary REIT to
qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability
to qualify as a REIT.
If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to pay
dividends to stockholders for each of the years involved because:
● we would not be allowed a deduction for dividends to stockholders in computing our taxable income and we would be
subject to the regular U.S. federal corporate income tax;
● we could possibly be subject to increased state and local taxes;
● unless we were entitled to relief under statutory provisions, we could not elect to be taxed as a REIT for four taxable years
following the year during which we were disqualified; and
● we would not be required to make distributions to stockholders.
Moreover, the Tax Cuts and Jobs Act, enacted on December 22, 2017, has significantly changed the U.S. federal income taxation
of U.S. businesses and their owners, including REITs and their stockholders. Changes made by the legislation that could affect us
and our stockholders include:
●
temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income
tax rate has been reduced from 39.6% to 37% (excluding the 3.8% Medicare tax on net investment income) for taxable years
beginning after December 31, 2017 and before January 1, 2026;
● permanently eliminating the progressive corporate tax rate structure, with a maximum corporate tax rate of 35%, and
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replacing it with a flat corporate tax rate of 21%;
allowing a deduction for certain pass-through business income, including dividends received by our stockholders from us that
are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and
estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1,
2026; REIT dividends, as described herein, will be allowed the full 20% deduction thereby reducing the highest marginal
income tax rate on these dividends to 29.6% from 37% (excluding the 3.8% Medicare tax on net investment income);
reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as
attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
limiting our deduction for net operating losses arising in taxable years beginning after December 31, 2017 to 80% of REIT
taxable income (after the application of the dividends paid deduction);
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● generally limiting the deduction for net business interest expense in excess of 30% of a business’s adjusted taxable income,
except for taxpayers that engage in certain real estate businesses and elect out of this rule (and requiring such electing
taxpayers to use the less favorable alternative depreciation system); and
elimination of the corporate alternative minimum tax.
●
Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The
legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as
interpretations and implementing regulations by the Treasury and IRS, any of which could lessen or increase certain adverse impacts
of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often
uses U.S. federal taxable income as a starting point for computing state and local tax liabilities.
While some of the changes made by the tax legislation may adversely affect us in one or more reporting periods and
prospectively, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors to determine
the full impact that the recent tax legislation as a whole will have on us. We urge our investors to consult with their legal and tax
advisors with respect to such legislation and the potential tax consequences of investing in our common stock.
Our failure to qualify as a REIT or new legislation or changes in U.S. federal income tax laws (including interpretations and
regulations with respect to the Tax Cuts and Jobs Act), and with respect to qualification as a REIT or the tax consequences of such
qualification, could also impair our ability to expand our business or raise capital and have a materially adverse effect on the value
of our securities.
To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the
unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment
activities and/or to dispose of assets at inopportune times, which could adversely affect our financial condition, results of
operations, cash flows and per share trading price of our common stock.
To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our net taxable income each year,
excluding net capital gains, and we will be subject to regular corporate income taxes on the amount we distribute that is less than
100% of our net taxable income each year, including capital gains. In addition, we will be subject to a 4% nondeductible excise tax
on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income,
95% of our capital gain net income and 100% of our undistributed income from prior years. While we have historically satisfied
these distribution requirements by making cash distributions to our stockholders, a REIT is permitted to satisfy these requirements
by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming we continue to
satisfy these distribution requirements with cash, we may need to borrow funds to meet the REIT distribution requirements and
avoid the payment of income and excise taxes even if the then prevailing market conditions are not favorable for these borrowings.
These borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for U.S.
federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of cash reserves or required debt or
amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources
of capital depends on a number of factors, including the market's perception of our growth potential, our current debt levels, the
market price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to
such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose
of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flows and per share
trading price of our common stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which
would be treated as sales for U.S. federal income tax purposes.
A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales
or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of
business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary
course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual
determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will
always be able to make use of the available safe harbors.
Item 1B. Unresolved Staff Comments
None
13
Item 2. Properties
Real Estate Portfolio. As of December 31, 2017, the Company had interests in 493 shopping center properties aggregating 83.2
million square feet of GLA located in 29 states, Puerto Rico and Canada. In addition, the Company had 372 other property interests,
primarily through the Company’s preferred equity investments and other real estate investments, totaling 5.8 million square feet of
GLA. The Company’s portfolio is used by its single reportable segment. Open-air shopping centers comprise the primary focus of
the Company's current portfolio. As of December 31, 2017, the Company’s Combined Shopping Center Portfolio, including
noncontrolling interests, was 96.0% leased.
The Company's open-air shopping center properties, which are generally owned and operated through subsidiaries or joint
ventures, had an average size of 168,433 square feet as of December 31, 2017. The Company generally retains its shopping centers
for long-term investment and consequently pursues a program of regular physical maintenance together with redevelopment, major
renovations and refurbishing to preserve and increase the value of its properties. This includes renovating existing facades, installing
uniform signage, resurfacing parking lots and enhancing parking lot lighting. During 2017, the Company expended $206.8 million
in connection with these property improvements and expensed to operations $32.6 million.
The Company's management believes its experience in the real estate industry and its relationships with numerous national and
regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners. The
Company's open-air shopping centers are usually "anchored" by a grocery store, national or regional discount department store or
drugstore. As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners
and operators of shopping centers, the Company has established close relationships with a large number of major national and
regional retailers. Some of the major national and regional companies that are tenants in the Company's shopping center properties
include TJX Companies, The Home Depot, Ahold Delhaize, Bed Bath & Beyond, Albertsons, Ross Stores, Petsmart, Kohl’s, Wal-
Mart and Whole Foods.
The Company reduces its operating and leasing risks through diversification achieved by the geographic distribution of its
properties and a large tenant base. As of December 31, 2017, no single open-air shopping center accounted for more than 1.8% of
the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which
the Company has less than a 100% economic interest, or more than 1.6% of the Company’s total shopping center GLA. At December
31, 2017, the Company’s five largest tenants were TJX Companies, The Home Depot, Ahold Delhaize, Bed Bath & Beyond and
Albertsons, which represented 3.6%, 2.5%, 2.2%, 1.8% and 1.8%, respectively, of the Company’s annualized base rental revenues,
including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic
interest.
A substantial portion of the Company's income consists of rent received under long-term leases. Most of the leases provide for
the payment of fixed-base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes,
insurance, utilities and common area maintenance expenses incurred in operating the shopping centers. Although many of the leases
require the Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the tenant,
and the Company's standard small store lease provides for reimbursements by the tenant as part of common area maintenance.
Minimum base rental revenues and operating expense reimbursements accounted for 97% and other revenues, including
percentage rents, accounted for 3% of the Company's total revenues from rental properties for the year ended December 31, 2017.
The Company's management believes that the base rent per leased square foot for many of the Company's existing leases is generally
lower than the prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for
future growth. Additionally, a majority of the Company’s leases have provisions requiring contractual rent increases. The Company’s
leases may also include escalation clauses, which provide for increases based upon changes in the consumer price index or similar
inflation indices.
As of December 31, 2017, the Company’s consolidated operating portfolio, comprised of 59.4 million square feet of GLA, was
95.9% leased. The consolidated operating portfolio consists entirely of properties located in the U.S., inclusive of Puerto Rico. For
the period January 1, 2017 to December 31, 2017, the Company increased the average base rent per leased square foot, which
includes the impact of tenant concessions, in its consolidated portfolio of open-air shopping centers from $14.99 to $15.43, an
increase of $0.44. This increase primarily consists of (i) a $0.30 increase relating to new leases signed net of leases vacated and rent
step-ups within the portfolio, (ii) a $0.13 increase relating to dispositions and (iii) a $0.01 increase relating to acquisitions.
The Company has a total of 6,089 leases in the U.S. consolidated operating portfolio. The following table sets forth the aggregate
lease expirations for each of the next ten years, assuming no renewal options are exercised. For purposes of the table, the Total
Annual Base Rent Expiring represents annualized rental revenue, excluding the impact of straight-line rent, for each lease that
expires during the respective year. Amounts in thousands except for number of lease data:
14
Year Ending
December 31,
(1)
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Number of
Leases
Expiring
184
638
883
873
813
858
512
255
228
233
253
202
Square Feet
Expiring
613
3,269
6,353
6,135
6,802
7,093
6,015
3,057
2,126
3,822
3,572
2,551
Total Annual Base
Rent Expiring
% of Gross
Annual
Rent
$
$
$
$
$
$
$
$
$
$
$
$
12,093
56,322
98,004
97,651
100,238
111,304
85,560
49,345
35,719
52,415
55,419
42,614
1.4%
6.5%
11.3%
11.3%
11.6%
12.8%
9.9%
5.7%
4.1%
6.0%
6.4%
4.9%
(1) Leases currently under month to month lease or in process of renewal
During 2017, the Company executed 1,196 leases totaling over 8.9 million square feet in the Company’s consolidated operating
portfolio comprised of 451 new leases and 745 renewals and options. The leasing costs associated with these leases are estimated to
aggregate $75.7 million or $28.58 per square foot. These costs include $59.3 million of tenant improvements and $16.4 million of
leasing commissions. The average rent per square foot on new leases was $18.83 and on renewals and options was $15.86. The
Company will seek to obtain rents that are higher than amounts within its expiring leases, however, there are many variables and
uncertainties which can significantly affect the leasing market at any time; as such, the Company cannot guarantee that future leases
will continue to be signed for rents that are equal to or higher than current amounts.
Ground-Leased Properties. The Company has interests in 43 consolidated shopping center properties that are subject to long-
term ground leases where a third party owns and has leased the underlying land to the Company to construct and/or operate a
shopping center. The Company pays rent for the use of the land and generally is responsible for all costs and expenses associated
with the building and improvements. At the end of these long-term leases, unless extended, the land together with all improvements
reverts to the landowner.
More specific information with respect to each of the Company's property interests is set forth in Exhibit 99.1, which is
incorporated herein by reference.
Item 3. Legal Proceedings
The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company
or its subsidiaries that, in management's opinion, would result in any material adverse effect on the Company's ownership,
management or operation of its properties taken as a whole, or which is not covered by the Company's liability insurance.
Item 4. Mine Safety Disclosures
Not applicable.
15
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information:
The table below sets forth, for the quarterly periods indicated, the high and low sales prices per share reported on the NYSE
Composite Tape and declared dividends per share for the Company’s common stock. The Company’s common stock is traded on
the NYSE under the trading symbol "KIM".
Period
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
$
$
$
2017
2016
High Price
Low Price
Dividends
Declared
High Price
Low Price
Dividends
Declared
26.16 $
23.03 $
21.24 $
19.79 $
21.46 $
17.02 $
17.60 $
17.76 $
$
0.27
$
0.27
0.27
$
0.28 (a) $
29.11 $
31.38 $
32.24 $
29.23 $
24.75 $
26.79 $
28.34 $
24.35 $
0.255
0.255
0.255
0.27 (b)
(a) Paid on January 16, 2018 to stockholders of record on January 2, 2018.
(b) Paid on January 15, 2017 to stockholders of record on January 3, 2017.
Holders: The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,162 as of January
31, 2018.
Dividends: Since the IPO, the Company has paid regular quarterly cash dividends to its stockholders. While the Company
intends to continue paying regular quarterly cash dividends, future dividend declarations will be paid at the discretion of the Board
of Directors and will depend on the actual cash flows of the Company, its financial condition, capital requirements, the annual
distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant.
The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor
sources of capital and evaluate operating fundamentals. The Company is required by the Code to distribute at least 90% of its REIT
taxable income. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues
received from rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees
to meet their obligations to the Company, the ability to refinance near-term debt maturities and any unanticipated capital
expenditures.
Dividend paid per share
Ordinary income
Capital gains
Return of capital
$
Year ended December 31,
2016
2017
1.08 $
57%
2%
41%
1.02
62%
30%
8%
In addition to its common stock offerings, the Company has capitalized the growth in its business through the issuance of
unsecured fixed and floating-rate medium-term notes, underwritten bonds, unsecured bank debt, mortgage debt and construction
loans, convertible preferred stock and perpetual preferred stock. Borrowings under the Company's revolving credit facility have also
been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working
capital requirements. The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage
debt and preferred stock impose certain restrictions on the Company regarding dividends, voting, liquidation and other preferential
rights available to the holders of such instruments. See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and Footnotes 12, 13 and 16 of the Notes to Consolidated Financial Statements included in this Form 10-K.
The Company does not believe that the preferential rights available to the holders of its Class I Preferred Stock, Class J Preferred
Stock, Class K Preferred Stock, Class L Preferred Stock and Class M Preferred Stock, the financial covenants contained in its public
bond indentures, as amended, or its revolving credit agreements will have an adverse impact on the Company's ability to pay
dividends in the normal course to its common stockholders or to distribute amounts necessary to maintain its qualification as a REIT.
The Company maintains a dividend reinvestment and direct stock purchase plan (the "Plan") pursuant to which common and
preferred stockholders and other interested investors may elect to automatically reinvest their dividends to purchase shares of the
Company’s common stock or, through optional cash payments, purchase shares of the Company’s common stock. The Company
may, from time-to-time, either (i) purchase shares of its common stock in the open market or (ii) issue new shares of its common
stock for the purpose of fulfilling its obligations under the Plan.
Recent Sales of Unregister Securities:
None.
16
Issuer Purchases of Equity Securities: During the year ended December 31, 2017, the Company repurchased 232,304 shares in
connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding
obligations relating to the vesting of restricted stock awards under the Company’s equity-based compensation plans. The Company
expended approximately $5.6 million to repurchase these shares.
Period
January 1, 2017 – January 31, 2017
February 1, 2017 - February 28, 2017
March 1, 2017 – March 31, 2017
April 1, 2017 – April 30, 2017
May 1, 2017 – May 31, 2017
June 1, 2017 – June 30, 2017
July 1, 2017 – July 31, 2017
August 1, 2017 – August 31, 2017
September 1, 2017 – September 30, 2017
October 1, 2017 – October 31, 2017
November 1, 2017 – November 30, 2017
December 1, 2017 – December 31, 2017
Total
Total
Number of
Shares
Purchased
Average
Price
Paid per
Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs
(in millions)
12,364 $
$
186,397
452 $
$
-
15,625 $
1,544
$
1,824 $
$
916 $
$
- $
$
-
232,304 $
10,314
2,868
25.34
25.04
23.38
-
18.90
17.56
19.51
20.32
19.62
18.49
-
-
24.23
- $
-
-
-
-
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
-
-
-
-
Total Stockholder Return Performance: The following performance chart compares, over the five years ended December 31,
2017, the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the S&P 500
Index and the cumulative total return of the FTSE NAREIT All Equity REITs Index (the “FTSE NAREIT Equity REITs”) prepared
and published by the National Association of Real Estate Investment Trusts (“NAREIT”). The FTSE NAREIT Equity REITs is a
free-float adjusted, market capitalization-weighted index of U.S. equity REITs. Constituents of the index include all tax-qualified
REITs with more than 50% of total assets in qualifying real estate assets other than mortgages secured by real property.
Stockholder return performance, presented annually for the five years ended December 31, 2017, is not necessarily indicative
of future results. All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and
the following performance chart are deemed to be furnished, not filed.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
(December 2012 to December 2017)
250
200
)
$
(
s
r
a
l
l
o
D
150
100
Kimco Realty
S&P 500
FTSE NAREIT Equity REITs
*$100 invested on 12/31/12 in stock or index, including reinvestment of dividends, for the years ended December 31,
2013, 2014, 2015, 2016 and 2017.
Years
Source: NAREIT, Bloomberg, S&P Global Market Intelligence
Kimco Realty Corporation
S&P 500
FTSE NAREIT Equity REITs
$
$
$
100 $ 106.65 $ 140.69 $ 153.54 $ 152.00 $ 116.24
100 $ 132.39 $ 150.51 $ 152.59 $ 170.84 $ 208.14
100 $ 102.47 $ 133.35 $ 137.62 $ 149.35 $ 157.16
Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17
17
Item 6. Selected Financial Data
The following table sets forth selected, historical, consolidated financial data for the Company and should be read in conjunction
with the Consolidated Financial Statements of the Company and Notes thereto and Management’s Discussion and Analysis of
Financial Condition and Results of Operations included in this Form 10-K.
The Company believes that the book value of its real estate assets, which reflects the historical costs of such real estate assets
less accumulated depreciation, is not indicative of the current market value of its properties. Historical operating results are not
necessarily indicative of future operating performance.
2017
Year ended December 31,
2015
(in thousands, except per share information)
2016
2014
2013
$ 1,183,785 $ 1,152,401 $ 1,144,474 $
218,891 $
$
- $
$
344,527 $
$
132,908 $
$
(67,325) $
$
45,383 $
$
894,190 $
$
192,549 $
45,674 $
355,320 $
92,823 $
(78,583) $
93,266 $
$
378,850
191,956 $
1,753 $
360,811 $
93,538 $
880 $
67,331 $
426,075 $
958,888 $
203,759 $
- $
258,074 $
618 $
(22,438) $
39,808 $
375,133 $
825,210
212,240
-
224,713
2,798
(32,654)
32,247
276,884
$
$
0.87 $
0.87 $
0.79 $
0.79 $
2.01 $
2.00 $
0.77 $
0.77 $
0.53
0.53
Operating Data:
Revenues from rental properties (1)
Interest expense (2)
Early extinguishment of debt charges
Depreciation and amortization (2)
Gain on sale of operating properties, net (2)
Benefit/(provision) for income taxes, net (3)
Impairment charges (4)
Income from continuing operations (5)
Income per common share, from continuing
operations:
Basic
Diluted
Weighted average number of shares of common
stock:
Basic
Diluted
Cash dividends declared per common share
$
1.090 $
1.035 $
0.975 $
0.915 $
423,614
424,019
418,402
419,709
411,319
412,851
409,088
411,038
407,631
408,614
0.855
Balance Sheet Data:
Real estate, before accumulated depreciation
Total assets
Total debt
Total stockholders' equity
2017
2016
December 31,
2015
(in thousands)
2014
2013
$ 12,653,446 $ 12,008,075 $ 11,568,809 $ 10,018,226 $ 9,123,344
$ 11,763,726 $ 11,230,600 $ 11,344,171 $ 10,261,400 $ 9,644,247
$ 5,478,927 $ 5,066,368 $ 5,376,310 $ 4,595,970 $ 4,202,018
$ 4,774,785 $ 4,632,417
$ 5,046,300
$ 5,394,244 $ 5,256,139
Cash flow provided by operations
$
Cash flow (used for)/provided by investing activities $
$
Cash flow used for financing activities
614,181 $
(294,280) $
(223,874) $
592,096 $
165,383 $
(804,527) $
493,701 $
21,365 $
(512,854) $
629,343 $
126,705 $
(717,494) $
570,035
72,235
(635,377)
(1) Does not include revenues from rental properties relating to (i) unconsolidated joint ventures and (ii) properties included in
discontinued operations.
(2) Does not include amounts reflected in discontinued operations.
(3) Does not include amounts reflected in discontinued operations. Amounts include income taxes related to gain on sale of operating
properties.
(4) Amounts exclude noncontrolling interests and amounts reflected in discontinued operations.
(5) Amounts include gain on sale of operating properties, net of tax and net of income attributable to noncontrolling interests.
18
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included
in this Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in
the Consolidated Financial Statements, including trends, should not be taken as indicative of future operations.
Critical Accounting Policies
The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly-owned subsidiaries
and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary
beneficiary of a variable interest entity in accordance with the consolidation guidance of the FASB Accounting Standards
Codification (“ASC”). The Company applies these provisions to each of its joint venture investments to determine whether the cost,
equity or consolidation method of accounting is appropriate. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make estimates and assumptions in certain circumstances
that affect amounts reported in the accompanying Consolidated Financial Statements and related notes. In preparing these financial
statements, management has made its best estimates and assumptions that affect the reported amounts of assets and liabilities. These
estimates are based on, but not limited to, historical results, industry standards and current economic conditions, giving due
consideration to materiality. The most significant assumptions and estimates relate to revenue recognition and the recoverability of
trade accounts receivable, depreciable lives, valuation of real estate and intangible assets and liabilities, valuation of joint venture
investments and other investments, realizability of deferred tax assets and uncertain tax positions. Application of these assumptions
requires the exercise of judgment as to future uncertainties, and, as a result, actual results could materially differ from these estimates.
The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate
properties, investments in joint ventures, marketable securities and other investments. The Company’s reported net earnings are
directly affected by management’s estimate of impairments.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental properties are recognized on a straight-line basis over the terms of the related leases. Certain
of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are
recorded once the required sales level is achieved. Operating expense reimbursements are recognized as earned. Rental income may
also include payments received in connection with lease termination agreements. In addition, leases typically provide for
reimbursement to the Company of common area maintenance, real estate taxes and other operating expenses.
The Company makes estimates of the collectability/recoverability of its accounts receivable related to base rents, straight-line
rent, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels,
customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In
addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and
post-petition claims. The Company’s reported net earnings are directly affected by management’s estimate of the collectability of
accounts receivable.
Real Estate
The Company’s investments in real estate properties are stated at cost, less accumulated depreciation and amortization.
Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which
improve and extend the life of the asset, are capitalized.
Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting
of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of
above and below-market leases, in-place leases, and tenant relationships, where applicable), assumed debt and redeemable units
issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined
based on a market approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The Company elected to early adopt ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business at the beginning of its fiscal year ended December 31,
2017, including its interim periods within the year, and appropriately applied the guidance to its asset acquisitions of operating
properties, which included the capitalization of acquisition costs.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
Buildings and building improvements (in years)
Fixtures, leasehold and tenant improvements (including
15 to 50
Terms of leases or useful lives,
certain identified intangible assets)
whichever is shorter
19
The Company is required to make subjective assessments as to the useful lives of its properties for purposes of determining
the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on
the Company’s net earnings.
On a continuous basis, management assesses whether there are any indicators, including property operating performance,
changes in anticipated holding period and general market conditions, that the value of the real estate properties (including any related
amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if management’s estimate
of current and projected operating cash flows (undiscounted and unleveraged) of the property over its anticipated hold period is less
than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income,
trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the
carrying value of the property would be adjusted to reflect the estimated fair value of the property.
When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates
the sales price of such asset net of selling costs. If, in management’s opinion, the net sales price of the asset is less than the net book
value of such asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the
Company exercises significant influence, but does not control, these entities. These investments are recorded initially at cost and are
subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with each
respective investment agreement and, where applicable, are based upon an allocation of the investment’s net assets at book value as
if the investment was hypothetically liquidated at the end of each reporting period.
The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other
joint venture partners in open-air shopping center properties, consistent with its core business. These joint ventures typically obtain
non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses to
the amount of its equity investment, and, due to the lender’s exposure to losses, a lender typically will require a minimum level of
equity in order to mitigate its risk. From time to time the joint ventures will obtain unsecured debt, which may be guaranteed by the
joint venture. The Company’s exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying
value in these investments.
On a continuous basis, management assesses whether there are any indicators, including property operating performance and
general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An
investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of
the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be
measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each joint venture that includes all
estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums.
Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be
within a reasonable range of current market rates.
Realizability of Deferred Tax Assets and Uncertain Tax Positions
The Company is subject to federal, state and local income taxes on the income from its activities relating to its TRS activities
and subject to local taxes on certain non-U.S. investments. The Company accounts for income taxes using the asset and liability
method, which requires that deferred tax assets and liabilities be recognized based on future tax consequences of temporary
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings
in the period when the changes are enacted.
A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the evidence
available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not
be realized. The valuation allowance, which requires significant judgement from management, should be sufficient to reduce the
deferred tax asset to the amount that is more likely than not to be realized. The Company’s reported net earnings are directly affected
by management’s judgement in determining a valuation allowance.
The Company recognizes and measures benefits for uncertain tax positions, which requires significant judgment from
management. Although the Company believes it has adequately reserved for any uncertain tax positions, no assurance can be given
that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and
20
circumstances, such as the closing of a tax audit or the refinement of an estimate. Changes in the recognition or measurement of
uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which
a change is made, which could have a material impact on operating results (see Footnote 21 of the Notes to Consolidated Financial
Statements included in this Form 10-K).
Executive Overview
Kimco Realty Corporation is one of North America’s largest publicly traded owners and operators of open-air shopping centers.
As of December 31, 2017, the Company had interests in 493 shopping center properties aggregating 83.2 million square feet of GLA
located in 29 states, Puerto Rico and Canada. In addition, the Company had 372 other property interests, primarily through the
Company’s preferred equity investments and other real estate investments, totaling 5.8 million square feet of GLA.
The executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company,
with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting,
administered by the Company.
The following highlights the Company’s significant transactions, events and results that occurred during the year ended
December 31, 2017:
Financial and Portfolio Information:
● Net income available to the Company’s common shareholders was $372.5 million, or $0.87 per diluted share for the year ended
December 31, 2017, as compared to $332.6 million, or $0.79 per diluted share for the corresponding period in 2016.
● Funds from operations (“FFO”) increased to $655.6 million or $1.55 per diluted share for the year ended December 31, 2017
from $555.7 million or $1.32 per diluted share for the year ended December 31, 2016 (see additional disclosure on FFO
beginning on page 36).
● FFO as adjusted increased to $644.2 million or $1.52 per diluted share for the year ended December 31, 2017 from $629.4
million or $1.50 per diluted share for the year ended December 31, 2016, (see additional disclosure on FFO beginning on page
36).
● Same property net operating income (“Same property NOI”) increased 1.7% for the year ended December 31, 2017, as
compared to the corresponding period in 2016 (see additional disclosure on Same property NOI beginning on page 37).
● Executed 1,196 new leases, renewals and options totaling approximately 8.9 million square feet in the consolidated operating
portfolio.
● The Company’s consolidated operating portfolio occupancy at December 31, 2017 was 95.9% as compared to 95.2% at
December 31, 2016.
Acquisition Activity (see Footnotes 3 and 7 of the Notes to Consolidated Financial Statements included in this Form 10-K):
● Acquired four consolidated operating properties and six parcels comprising an aggregate 1.9 million square feet of GLA, for an
aggregate purchase price of $368.2 million including the assumption of $43.0 million of non-recourse mortgage debt
encumbering one property.
● Acquired the controlling interest, in separate transactions, from joint ventures in which, the Company previously held
noncontrolling ownership interests, in three operating properties comprising an aggregate 0.9 million square feet of GLA, for an
aggregate gross purchase price of $320.1 million, including the assumption of $206.0 million of non-recourse mortgage debt
encumbering one of the properties. The Company recognized an aggregate gain on change in control of interests of $71.2 million
from the fair value adjustment in connection with these transactions.
Disposition Activity (see Footnote 5 of the Notes to Consolidated Financial Statements included in this Form 10-K):
● During 2017, the Company disposed of 25 consolidated operating properties and nine parcels, in separate transactions, for an
aggregate sales price of $352.2 million. These transactions resulted in (i) an aggregate gain of $93.5 million and (ii) aggregate
impairment charges of $17.1 million.
21
Capital Activity (for additional details see Liquidity and Capital Resources below):
● During the years ended December 31, 2017, the Company repaid the following notes (dollars in millions):
Type
Medium Term Notes
Term Loan
Date Paid
Aug-17 & Nov-17
Jan-17
$
$
Amount Repaid
Interest Rate
4.30%
300.0
250.0 LIBOR + 0.95%
Maturity Date
Feb-18
Jan-17
● In February 2017, the Company closed on a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a
group of banks, which is scheduled to expire in March 2021, which accrues interest at a rate of LIBOR plus 87.5 basis points
(2.28% as of December 31, 2017) with two additional six-month options to extend the maturity date, at the Company’s
discretion, to March 2022.
● Also during 2017, the Company (i) assumed/consolidated $257.5 million of individual non-recourse mortgage debt
(including a fair market value adjustment of $8.5 million) related to two operating properties, (ii) paid off $692.9 million of
mortgage debt (including fair market value adjustments of $5.8 million) that encumbered 27 operating properties and (iii)
obtained a $206.0 million non-recourse mortgage relating to one operating property.
● As a result of the above activity, the Company extended its debt maturity profile, including extension options, as follows:
● As of December 31, 2017, the weighted average interest rate was 3.84% and the weighted average maturity profile was 10.7
years.
The Company faces external factors which may influence its future results from operations. The convenience and availability
of e-commerce has continued to have an impact on the retail sector, which could affect our ability to increase or maintain rental
22
rates and our ability to renew expiring leases and/or lease available space. To mitigate the effect of e-commerce on its business,
the Company’s strategy has been to attract local area customers to its properties by providing a diverse and robust tenant base
across a variety of retailers, including grocery stores, national or regional discount department stores or drugstores, which offer
day-to-day necessities rather than high-priced luxury items. In addition, the Company’s strategy includes investing capital into
high quality assets, which are concentrated in major metro markets, allowing our tenants to generate higher foot traffic resulting in
higher sales volume while also disposing of lesser quality assets in more undesirable locations. For a further discussion of these
and other factors that could impact our future results, performance or transactions, see Item 1A. “Risk Factors.”
As the Company moves forward, it intends to take steps to strengthen its portfolio in the rapidly changing retail environment.
The Company intends to continue to dispose of assets outside its core markets, which will allow it to concentrate its presence in
target coastal markets by completing development projects underway and continuing to invest in redevelopment, ultimately
producing a stronger portfolio for sustained long-term growth.
Results of Operations
Comparison of Years Ended December 31, 2017 to 2016
The following table presents the comparative results from the Company’s Consolidated Statements of Income for the year ended
December 31, 2017, as compared to the corresponding period in 2016 (in thousands, except per share data):
2017
Year Ended December 31,
2016
$ Change
Revenues
Revenues from rental properties
Management and other fee income
Operating expenses
Rent (1)
Real estate taxes
Operating and maintenance (2)
General and administrative (3)
Provision for doubtful accounts
Impairment charges
Depreciation and amortization
Other income/(expense)
Interest, dividends and other investment income
Other (expense)/income, net
Interest expense
Early extinguishment of debt charges
Benefit/(provision) for income taxes, net
Equity in income of joint ventures, net
Gain on change in control of interests
Equity in income of other real estate investments, net
Gain on sale of operating properties, net, net of tax
Net income attributable to noncontrolling interests
Preferred stock redemption charges
Preferred dividends
$
1,183,785 $
17,049
1,152,401 $
18,391
(11,145)
(157,196)
(142,787)
(118,455)
(5,630)
(67,331)
(360,811)
2,809
(250)
(191,956)
(1,753)
880
60,763
71,160
67,001
93,538
(13,596)
(7,014)
(46,600)
372,461 $
(10,993)
(146,615)
(140,910)
(117,302)
(5,563)
(93,266)
(355,320)
1,478
3,947
(192,549)
(45,674)
(72,545)
218,714
57,386
27,773
86,785
(7,288)
-
(46,220)
332,630 $
31,384
(1,342)
(152)
(10,581)
(1,877)
(1,153)
(67)
25,935
(5,491)
1,331
(4,197)
593
43,921
73,425
(157,951)
13,774
39,228
6,753
(6,308)
(7,014)
(380)
39,831
Net income available to the Company's common shareholders
Net income available to the Company:
Diluted per common share
$
$
0.87 $
0.79 $
0.08
(1) Rent expense relates to ground lease payments for which the Company is the lessee.
(2) Operating and maintenance expense consists of property related costs including repairs and maintenance costs, roof repair,
landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related
expenses.
(3) General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance
costs and payroll taxes), professional fees, office rent, travel expense and other company-specific expenses.
The following describes the activity of certain line items from the Company’s Consolidated Statements of Income, which it
believes represent items that significantly changed during the year ended December 31, 2017, as compared to the corresponding
period in 2016:
Revenue from rental properties - The increase in Revenues from rental properties of $31.4 million is primarily from the
combined effect of (i) the acquisition and consolidation of operating properties during 2017 and 2016, providing incremental
revenues for the year ended December 31, 2017 of $57.5 million, as compared to the corresponding period in 2016, and (ii) the
23
completion of certain redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues
for the year ended December 31, 2017 of $5.2 million, as compared to the corresponding period in 2016, partially offset by (iii) a
decrease in revenues of $31.3 million from properties sold during 2017 and 2016.
Real estate taxes - Real estate taxes increased $10.6 million primarily due to (i) an increase of $8.4 million related to the
acquisition and consolidation of operating properties during 2017 and 2016, and (ii) an overall net increase of $5.0 million primarily
due to refunds received during 2016, partially offset by (iii) a decrease of $2.8 million resulting from properties sold during 2017
and 2016.
Impairment charges - During the years ended December 31, 2017 and 2016, the Company recognized impairment charges
related to adjustments to property carrying values of $67.3 million and $93.3 million, respectively, for which the Company’s
estimated fair values were primarily based upon (i) signed contracts or letters of intent from third party offers or (ii) discounted cash
flow models. These adjustments to property carrying values were recognized in connection with the Company’s efforts to market
certain properties and management’s assessment as to the likelihood and timing of such potential transactions. Also, the Company
has re-evaluated its long-term plan for a property due to unfavorable local market conditions. Certain of the calculations to determine
fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see
Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K.
Depreciation and amortization - The increase in Depreciation and amortization of $5.5 million is primarily due to (i) an increase
of $21.8 million related to the acquisition/consolidation of operating properties during 2017 and 2016, and (ii) an increase of $15.2
million related to write-offs relating to the Company’s redevelopment projects in 2017 and 2016, partially offset by (iii) a decrease
of $31.5 million resulting from property dispositions and tenant vacates in 2017 and 2016.
Other (expense)/income, net - The change in Other (expense)/income, net of $4.2 million is primarily due to (i) the recognition
of a gain on forgiveness of debt of $3.1 million resulting from the foreclosure of an encumbered property during 2016, and (ii) lower
equity in income from retail store lease investments of $2.8 million resulting from a lease termination during 2016, partially offset
by (iii) an increase in gains on land sales of $1.5 million.
Early extinguishment of debt charges - During 2017, the Company incurred early Extinguishment of debt charges aggregating
$1.8 million in connection with the tender premium on Medium Term Notes that were partially tendered prior to maturity. During
2016, the Company incurred early extinguishment of debt charges aggregating $45.7 million in connection with the optional make-
whole provisions of unsecured notes that were repaid prior to maturity and prepayment penalties on a mortgage encumbering 10
operating properties, which the Company also paid prior to the scheduled maturity date.
Benefit/(provision) for income taxes, net - The change in Benefit/(provision) for income taxes, net of $73.4 million is primarily
due to (i) a decrease in tax expense of $63.5 million resulting from the recognition of a valuation allowance as a result of the
Company’s merger of its taxable REIT subsidiary into a wholly owned LLC of the Company on August 1, 2016, and (ii) a decrease
in foreign tax expense of $30.4 million primarily relating to the sale of certain unconsolidated properties during 2016 within the
Company’s Canadian portfolio which were subject to foreign taxes at a consolidated reporting entity level, partially offset by (iii) a
decrease in tax benefit of $17.1 million primarily related to impairment charges recognized during 2016, (iv) a tax refund during
2016 of $2.0 million resulting from the favorable settlement of a tax audit and (v) an increase in tax expense of $1.1 million due to
effects of changes in U.S. tax law, which lowered corporate tax rates impacting the amounts relating to the Company’s deferred tax
assets and liabilities within its TRS.
Equity in income of joint ventures, net - The decrease in Equity in income of joint ventures, net of $158.0 million is primarily
due to (i) a decrease in net gains of $158.1 million resulting from fewer sales of properties and ownership interests within various
joint venture investments during 2017 as compared to 2016, (ii) lower equity in income of $5.3 million primarily resulting from the
sales of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the
Company during 2017 and 2016, and (iii) the recognition of a cumulative foreign currency translation loss of $4.8 million as a result
of the substantial liquidation of the Company’s investments in Canada during 2017, partially offset by (iv) a decrease in impairment
charges of $10.2 million recognized during 2017 as compared to 2016.
Gain on change in control of interests - During 2017, the Company acquired, in separate transactions, a controlling interest in
three operating properties from certain joint venture partners in which the Company had noncontrolling interests. As a result of these
transactions, the Company recorded an aggregate gain on change in control of interests of $71.2 million related to the fair value
adjustment associated with its previously held equity interest in these operating properties. During 2016, the Company acquired, in
separate transactions, a controlling interest in nine operating properties and one development project from certain joint venture
partners in which the Company had noncontrolling interests. As a result of these transactions, the Company recorded a gain on
change in control of interests of $57.4 million related to the fair value adjustment associated with its previously held equity interest
in these operating properties and the development project.
24
Equity in income from other real estate investments, net - The increase in Equity in income from other real estate investments,
net of $39.2 million is primarily due to (i) an increase of $34.6 million in equity in income from the Albertsons joint venture resulting
from cash distributions received in excess of the Company’s carrying basis during 2017 and (ii) the recognition of cumulative foreign
currency translation gain of $14.8 million as a result of the substantial liquidation of the Company’s investments in Canada during
2017, partially offset by (iii) a decrease in earnings and profit participation from capital transactions related to Company’s Preferred
Equity Program of $10.1 million during 2017, as compared to the corresponding period in 2016.
Gain on sale of operating properties, net of tax - During 2017, the Company disposed of 25 consolidated operating properties
and nine parcels, in separate transactions, for an aggregate sales price of $352.2 million. These transactions resulted in (i) an
aggregate gain of $93.5 million and (ii) aggregate impairment charges of $17.1 million. During 2016, the Company disposed of 30
consolidated operating properties and two parcels, in separate transactions, for an aggregate sales price of $378.7 million. These
transactions resulted in an aggregate gain of $86.8 million, after income tax expense, and aggregate impairment charges of $37.2
million, before income tax benefit of $10.0 million.
Net income attributable to noncontrolling interests – The increase in Net income attributable to noncontrolling interests of $6.3
million is primarily due to (i) an increase of $10.9 million in equity in income attributable to the Company’s noncontrolling partners
in the Albertsons joint venture during 2017, partially offset by (ii) lower equity in income of $4.4 million resulting from the
redemption of certain noncontrolling interests, the sales of properties within various joint venture investments and/or
acquisition/consolidation of ownership interests in joint ventures by the Company during 2017 and 2016.
Preferred stock redemption charges – During 2017, the Company partially redeemed its Class I Preferred Stock shares and as
a result, the Company recorded a non-cash redemption charge of $7.0 million. This $7.0 million charge was subtracted from net
income attributable to the Company to arrive at net income available to the Company’s common shareholders and used in the
calculation of earnings per share for the year ended December 31, 2017.
Net income available to the company’s common shareholders and Diluted earnings per share - Net income available to the
Company’s common shareholders was $372.5 million for the year ended December 31, 2017, as compared to $332.6 million for the
year ended December 31, 2016. On a diluted per share basis, net income available to the Company for the year ended December 31,
2017 was $0.87 as compared to $0.79 for the year ended December 31, 2016. These changes are primarily attributable to (i)
incremental earnings due to the acquisition of operating properties during 2017 and 2016, as well as increased profitability from the
Company’s operating properties, (ii) a benefit for income taxes in 2017 as compared to a provision for income taxes in 2016, (iii) a
decrease in early extinguishment of debt charges, (iv) an increase in equity in income of other real estate investments, net, (v) a
decrease in impairment charges of operating properties, (vi) an increase from gain on change of control of interests and (vii) an
increase in gains on sale of operating properties, partially offset by (viii) a decrease in equity in income of joint ventures, net,
resulting from the sales of properties within various joint venture investments and the acquisition of partnership interests in joint
ventures by the Company during 2017 and 2016, (ix) an increase in real estate taxes, (x) an increase in preferred stock redemption
charges and (xi) an increase in net income attributable to noncontrolling interests.
Comparison of Years Ended December 31, 2016 to 2015
The following table presents the comparative results from the Company’s Consolidated Statements of Income for the year ended
December 31, 2016, as compared to the corresponding period in 2015 (in thousands, except per share data):
Revenues
Revenues from rental properties
Management and other fee income
Operating expenses
Rent
Real estate taxes
Operating and maintenance
General and administrative expenses
Provision for doubtful accounts
Impairment charges
Depreciation and amortization
Other income/(expense)
Interest, dividends and other investment income
Other income, net
Interest expense
Early extinguishment of debt charges
Provision for income taxes, net
Equity in income of joint ventures, net
25
Year Ended December 31,
2015
2016
$ Change
$
1,152,401 $
18,391
1,144,474 $
22,295
(10,993)
(146,615)
(140,910)
(117,302)
(5,563)
(93,266)
(355,320)
1,478
3,947
(192,549)
(45,674)
(72,545)
218,714
(12,347)
(147,150)
(144,980)
(122,735)
(6,075)
(45,383)
(344,527)
39,061
5,174
(218,891)
-
(60,230)
480,395
7,927
(3,904)
1,354
535
4,070
5,433
512
(47,883)
(10,793)
(37,583)
(1,227)
26,342
(45,674)
(12,315)
(261,681)
Gain on change in control of interests
Equity in income of other real estate investments, net
Loss from discontinued operations
Gain on sale of operating properties, net, net of tax
Net income attributable to noncontrolling interests
Preferred stock redemption charges
Preferred dividends
Net income available to the Company's common shareholders
Net income available to the Company:
Diluted per common share
$
$
57,386
27,773
-
86,785
(7,288)
-
(46,220)
332,630 $
149,234
36,090
(75)
125,813
(6,028)
(5,816)
(57,084)
831,215 $
(91,848)
(8,317)
75
(39,028)
(1,260)
5,816
10,864
(498,585)
0.79 $
2.00 $
(1.21)
The following describes the activity of certain line items from the Company’s Consolidated Statements of Income, which it
believes represent items that significantly changed during the year ended December 31, 2016, as compared to the corresponding
period in 2015:
Revenue from rental properties - The increase in Revenues from rental properties of $7.9 million is primarily from the combined
effect of (i) the acquisition of operating properties during 2016 and 2015, providing incremental revenues for the year ended
December 31, 2016, of $57.4 million, as compared to the corresponding period in 2015 and (ii) the completion of certain
redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended
December 31, 2016, of $17.4 million, as compared to the corresponding period in 2015, partially offset by (iii) a decrease in revenues
of $66.9 million from properties sold during 2016 and 2015.
Management and other fee income - The decrease in Management and other fee income of $3.9 million is primarily attributable
to (i) the sale of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by
the Company during 2016 and 2015, and (ii) the recognition of enhancement fee income related to the Company’s prior investment
in InTown Suites of $1.2 million during 2015.
Operating and maintenance expense - Operating and maintenance expense consists of property related costs including repairs
and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and
various other property related expenses. Operating and maintenance expense decreased $4.1 million primarily due to the disposition
of properties during 2016 and 2015, partially offset by the acquisition of properties during 2016 and 2015.
General and administrative expenses - General and administrative costs include employee-related expenses (salaries, bonuses,
equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense and other company-specific
expenses. General and administrative expenses decreased $5.4 million primarily due to a decrease in severance costs and a reduction
in professional fees.
Impairment charges - During 2016, the Company recognized impairment charges related solely to adjustments to property
carrying values of $93.3 million. During 2015, the Company recognized impairment charges of $45.5 million, before noncontrolling
interests and income taxes, of which $0.1 million is included in discontinued operations. The 2015 impairment charges consisted of
(i) $30.3 million related to adjustments to property carrying values, (ii) $9.0 million relating to a cost method investment, (iii) $5.3
million related to certain investments in other real estate investments and (iv) $0.8 million related to marketable debt securities
investments. The adjustments to property carrying values for 2016 and 2015 were recognized in connection with the Company’s
efforts to market for sale certain properties and management’s assessment as to the likelihood and timing of such potential
transactions and the anticipated hold period for such properties. Certain of the calculations to determine fair value utilized
unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of
the Notes to Consolidated Financial Statements included in this Form 10-K.
Depreciation and amortization - The increase in Depreciation and amortization of $10.8 million is primarily due to operating
property acquisitions during 2016 and 2015 and write-offs relating to the Company’s redevelopment projects in 2016, partially offset
by property dispositions.
Interest, dividends and other investment income - The decrease in Interest, dividends and other investment income of $37.6
million is primarily due to the sale of certain marketable securities during the year ended December 31, 2015, which resulted in an
aggregate gain of $39.9 million.
Interest expense - The decrease in Interest expense of $26.4 million is primarily the result of lower levels of borrowings and
lower interest rates on borrowings during 2016, as compared to 2015.
Early extinguishment of debt charges - During 2016, the Company incurred Early extinguishment of debt charges aggregating
$45.7 million in connection with the optional make-whole provisions of unsecured notes that were repaid prior to maturity and
26
prepayment penalties on a mortgage encumbering 10 operating properties, which the Company also paid prior to the scheduled
maturity date. See “Liquidity and Capital Resources” for additional details.
Provision for income taxes, net - The increase in Provision for income taxes, net of $12.3 million is primarily due to (i) an
increase in the Company’s valuation allowance of $63.5 million as a result of the Company’s merger of its taxable REIT subsidiary
into a wholly owned LLC of the Company, partially offset by (ii) a decrease in foreign tax expense of $26.1 million primarily relating
to fewer sales of unconsolidated properties within the Company’s Canadian portfolio which were subject to foreign taxes at a
consolidated reporting entity level during 2016, as compared to 2015, (iii) an increase in tax benefit of $13.4 million related to
impairment charges recognized during 2016, as compared to 2015, (iv) a decrease of $4.5 million in tax expense related to gains
recognized during 2015, as compared to 2016, (v) a decrease of $3.0 million in tax expense on operations due to fewer properties in
the taxable REIT subsidiary as a result of the TRS Merger, (vi) a decrease in tax expense of $2.0 million resulting from the settlement
of a tax audit during 2016 and (vii) a decrease in tax expense of $2.0 million relating to equity income recognized in connection
with the Company’s Albertsons investment during 2015.
Equity in income of joint ventures, net - The decrease in Equity in income of joint ventures, net of $261.7 million is primarily
due to (i) a decrease in gains of $248.1 million resulting from fewer sales of properties and interests within various joint venture
investments, including the Company’s Canadian Portfolio, during 2016, as compared to 2015 and (ii) lower equity in income of
$26.0 million resulting from the sales of properties within various joint venture investments and the acquisition of partnership
interests in joint ventures by the Company during 2016 and 2015, partially offset by (iii) a decrease in impairment charges of $7.2
million recognized during 2016, as compared to 2015.
Gain on change in control of interests - During 2016, the Company acquired nine operating properties and one development
project from joint ventures in which the Company had a noncontrolling interest. The Company recorded a gain on change in control
of interests of $57.4 million related to the fair value adjustment associated with its previously held equity interest in the operating
properties. During 2015, the Company acquired 43 properties from joint ventures in which the Company had noncontrolling
interests. The Company recorded a net gain on change in control of interests of $149.2 million related to the fair value adjustment
associated with its previously held equity interests in these properties.
Equity in income from other real estate investments, net - The decrease in Equity in income from other real estate investments,
net of $8.3 million is primarily due to (i) a decrease in equity in income of $4.9 million resulting from a cash distribution received
in excess of the Company’s carrying basis in 2015, (ii) a decrease in income resulting from the sale of the Company’s leveraged
lease portfolio of $3.8 million during 2015 and (iii) a decrease of $2.8 million in earnings from the Company’s Preferred Equity
Program during the year ended December 31, 2016, primarily resulting from the sale of the Company’s interests in certain preferred
equity investments during 2016 and 2015, partially offset by (iv) an increase of $3.3 million in profit participation from the
Company’s Preferred Equity Program from capital transactions during the year ended December 31, 2016, as compared to the
corresponding period in 2015.
Gain on sale of operating properties, net of tax - During 2016, the Company disposed of 30 consolidated operating properties
and two parcels, in separate transactions, for an aggregate sales price of $378.7 million. These transactions resulted in an aggregate
gain of $86.8 million, after income tax expense, and aggregate impairment charges of $37.2 million, before income tax benefit of
$10.0 million. During 2015, the Company disposed of 89 consolidated operating properties and eight parcels, in separate
transactions, for an aggregate sales price of $492.5 million. These transactions resulted in an aggregate gain of $143.6 million, after
income tax expense, and aggregate impairment charges of $10.2 million, before income tax expense of $2.3 million. Additionally,
during 2015, the Company disposed of its remaining operating property in Chile for a sales price of $51.3 million. This transaction
resulted in the release of a cumulative foreign currency translation loss of $19.6 million due to the Company’s liquidation of its
investment in Chile, partially offset by a gain on sale of $1.8 million, after income tax expense.
Net income available to the Company’s common shareholders and Diluted earnings per share - Net income available to the
Company’s common shareholders was $332.6 million for the year ended December 31, 2016, as compared to $831.2 million for the
year ended December 31, 2015. On a diluted per share basis, net income available to the Company for the year ended December 31,
2016 was $0.79 as compared to $2.00 for the year ended December 31, 2015. These changes are primarily attributable to (i) a
decrease in equity in income of joint ventures, net, resulting from gains on sales of properties within various joint venture investments
during 2015, (ii) a decrease in gain on change in control of interests, net related to the fair value adjustment associated with the
Company’s previously held equity interests in properties acquired from various joint ventures during 2016 and 2015, (iii) an increase
in impairments of operating properties during 2016, (iv) an increase in early extinguishment of debt charges resulting from the
prepayment of secured and unsecured debt by the Company, (v) a decrease in gains on sale of operating properties, (vi) a decrease
in gain on sale of marketable securities during 2016, as compared to the corresponding period in 2015, (vii) an increase in provision
for income taxes due to a valuation allowance on net deferred tax assets resulting from the merger of KRS into a wholly-owned LLC
of the Company and (viii) a decrease in gains through the Company’s preferred equity program and other investments, partially
offset by (ix) a decrease in interest expense, (x) a decrease in preferred dividends and preferred stock redemption charges
and (xi) incremental earnings due to the acquisition of operating properties during 2016 and 2015 and increased profitability from
the Company’s operating properties.
27
Liquidity and Capital Resources
The Company’s capital resources include accessing the public debt and equity capital markets, mortgage and construction loan
financing, and immediate access to an unsecured revolving credit facility (the “Credit Facility”) with bank commitments of $2.25
billion which can be increased to $2.75 billion through an accordion feature.
The Company’s cash flow activities are summarized as follows (in thousands):
Year Ended December 31,
2017
2016
Cash and cash equivalents, beginning of year
Net cash flow provided by operating activities
Net cash flow (used for)/provided by investing activities
Net cash flow used for financing activities
Change in cash and cash equivalents
Cash and cash equivalents, end of year
$
$
142,486 $
614,181
(294,280)
(223,874)
96,027
238,513 $
189,534
592,096
165,383
(804,527)
(47,048)
142,486
Operating Activities
The Company anticipates that cash on hand, cash flows from operations, borrowings under its Credit Facility, and the issuance
of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company.
Cash flows provided by operating activities for the year ended December 31, 2017, were $614.2 million, as compared to $592.1
million for the comparable period in 2016. The increase of $22.1 million is primarily attributable to:
the acquisition of operating properties during 2017 and 2016;
●
● new leasing, expansion and re-tenanting of core portfolio properties;
●
●
●
a decrease in interest expense; and
changes in operating assets and liabilities due to timing of receipts and payments; partially offset by
a decrease in operational distributions from the Company’s joint venture programs due to the sale of certain joint venture
properties during 2017 and 2016.
During the years ended December 31, 2017 and 2016, the Company capitalized personnel costs of $16.1 million and $15.4
million, respectively, relating to deferred leasing costs.
Investing Activities
Cash flows used for investing activities was $294.3 million for 2017, as compared to cash flows provided by investing activities
of $165.4 million for 2016. Investing activities during 2017 consisted primarily of:
Cash outflows:
● $367.1 million for improvements to operating real estate related to the Company’s active redevelopment pipeline and
improvements to real estate under development;
● $163.9 million for acquisition of operating real estate and other related net assets, including seven consolidated operating
properties and six parcels, and acquisition of real estate under development related to one development project;
● $35.3 million for investments in and advances to real estate joint ventures, primarily related to a redevelopment project in
one joint venture and the repayment of a mortgage in another joint venture; and
● $9.8 million for investment in marketable securities.
Cash inflows:
● $181.3 million in proceeds from the sale of operating properties, including 25 consolidated operating properties and nine
parcels; and
● $96.5 million in reimbursements of investments and advances to real estate joint ventures, primarily related to disposition
of properties within the joint venture portfolio, and reimbursements of investments and advances to other real estate
investments, primarily related to a distribution received from the Company’s Albertsons investment.
Investing activities during 2016 consisted primarily of:
Cash inflows:
● $330.4 million in proceeds from distributions and return of investments from liquidation of real estate joint ventures,
primarily due to the liquidation of certain Canadian joint ventures in 2016;
● $304.6 million in proceeds from the sale of operating properties related to 30 consolidated operating properties and two
parcels; and
28
● $82.7 million in reimbursements of investments and advances to real estate joint ventures, primarily related the refinancing
of certain property mortgages within various joint ventures, and reimbursements of investments and advances to other real
estate investments, primarily related to the sale of one preferred equity investment.
Cash outflows:
● $254.8 million for acquisition of operating real estate and other related net assets, including 12 consolidated operating
properties and two parcels, and acquisition of real estate under development related to two development projects;
● $216.2 million for improvements to operating real estate, including expenditures related to the Company’s active
redevelopment pipeline and improvements to real estate under development; and
● $86.5 million for investments in and advances to real estate joint ventures, primarily related to the acquisition of a property
within one joint venture, redevelopment projects with the Company’s joint ventures, the purchase of additional ownership
in certain joint ventures and the repayment of debt in certain joint ventures.
Acquisitions of Operating Real Estate and Other Related Net Assets
During the years ended December 31, 2017 and 2016, the Company expended $153.9 million and $203.2 million, respectively,
towards the acquisition of operating real estate properties. The Company continues to transform the quality of its portfolio by
disposing of lesser quality assets and acquiring larger, higher quality properties in key markets identified by the Company. The
Company anticipates spending up to approximately $50.0 million towards the acquisition of operating properties during 2018. The
Company intends to fund these acquisitions with proceeds from property dispositions, cash flow from operating activities and
availability under its Credit Facility.
Improvements to Operating Real Estate
During the years ended December 31, 2017 and 2016, the Company expended $206.8 million and $143.5 million, respectively,
towards improvements to operating real estate. These amounts consist of the following (in thousands):
Redevelopment and renovations
Tenant improvements and tenant allowances
Other
Total (1)
Year Ended December 31,
2017
2016
$
$
177,840 $
16,995
11,965
206,800 $
96,319
39,016
8,154
143,489
(1) During the years ended December 31, 2017 and 2016, the Company capitalized interest of $3.5 million and $2.4 million,
respectively, and capitalized payroll of $3.1 million and $2.1 million, respectively, in connection with the Company’s
improvements to operating real estate.
The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position
in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes
will increase the overall value by bringing in new tenants and improving the assets’ value. The Company has identified three
categories of redevelopment, (i) large scale redevelopment, which involves demolishing and building new square footage, (ii) value
creation redevelopment, which includes the subdivision of large anchor spaces into multiple tenant layouts, and (iii) creation of out-
parcels and pads located in the front of the shopping center properties. The Company anticipates its capital commitment toward
these redevelopment projects and re-tenanting efforts during 2018 will be approximately $225.0 million to $300.0 million. The
funding of these capital requirements will be provided by proceeds from property dispositions, cash flow from operating activities
and availability under the Company’s Credit Facility.
Improvements to Real Estate Under Development
The Company is engaged in select real estate development projects, which are expected to be held as long-term investments.
As of December 31, 2017, the Company had in progress a total of four active real estate development projects and two additional
projects held for future development. During the years ended December 31, 2017 and 2016, the Company expended $160.3 million
and $72.8 million, respectively, towards improvements to real estate under development. The Company capitalized (i) interest of
$11.0 million and $6.9 million, (ii) real estate taxes, insurance and legal costs of $5.7 million and $5.2 million and (iii) payroll of
$3.3 million and $1.8 million during the years ended December 31, 2017 and 2016, respectively, in connection with these real estate
development projects. The Company anticipates the total remaining costs to complete these four active projects to be approximately
$200.0 million to $250.0 million. The Company anticipates its capital commitment toward these development projects during 2018
will be approximately $175.0 million to $225.0 million. The funding of these capital requirements will be provided by proceeds
from property dispositions, cash flow from operating activities and availability under the Company’s Credit Facility.
29
Financing Activities
Cash flow used for financing activities was $223.9 million for 2017, as compared to $804.5 million for 2016. Financing activities
during 2017 primarily consisted of the following:
Cash outflows:
● $702.3 million for principal payments on debt, including normal amortization on rental property debt;
● $550.0 million for repayments under unsecured term loan/notes, including $300.0 million Medium Term Notes and payoff
of $250.0 million Term Loan;
● $17.1 million for repayments under unsecured revolving credit facility, net;
● $506.2 million of dividends paid;
● $225.0 million for the partial redemption of Class I Preferred Stock;
● $96.6 million for conversion/distribution of noncontrolling interests, primarily related to the redemption of certain
partnership units by consolidated subsidiaries; and
● $23.3 million for financing origination costs, primarily related to costs associated with the issuance of Senior Unsecured
Notes and the Credit Facility.
Cash inflows:
● $1.3 billion in proceeds from issuance of unsecured notes, including $500.0 million, $350.0 million and $400.0 million of
Senior Unsecured Notes, issued separately;
● $440.9 million in proceeds from issuance of stock, net, including the issuances of Class L Preferred Stock and Class M
Preferred Stock; and
● $206.0 million in proceeds from mortgage loan financing.
Financing activities during 2016 primarily consisted of:
Cash outflows:
● $1.26 billion for repayments under unsecured term loan/notes, including paydown of $400.0 million Term Loan, $300.0
million Medium Term Notes, $290.0 million Senior Unsecured Notes and $270.9 million Canadian Notes Payable;
● $719.9 million for principal payments on debt, including normal amortization on rental property debt;
● $474.0 million of dividends paid;
● $45.7 million for payment of early extinguishment of debt charges related to the optional make-whole provisions on
unsecured notes that were repaid prior to maturity and prepayment penalties on a mortgage encumbering 10 operating
properties;
● $25.7 million for financing origination costs, primarily related to costs associated with the issuance of Senior Unsecured
Notes; and
● $12.6 million for conversion/distribution of noncontrolling interests.
Cash inflows:
● $1.4 billion in proceeds from issuance of unsecured notes, including $500.0 million, $400.0 million, $350.0 million and
$150.0 million of Senior Unsecured Notes, issued separately;
● $307.4 million in proceeds from issuance of stock, including common stock issued under the Company's ATM program;
and
● $26.4 million in proceeds from unsecured revolving credit facility, net.
The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it has viable
financing and refinancing alternatives that will not materially adversely impact its expected financial results. The Company continues
to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional
and local banks. The Company has noticed a continuing trend that, although pricing remains dependent on specific deal terms,
generally spreads for non-recourse mortgage financing has stabilized and the unsecured debt markets are functioning well and credit
spreads are at manageable levels.
Debt maturities for 2018 consist of: $73.0 million of consolidated debt; $203.7 million of unconsolidated joint venture debt;
and $6.1 million of debt on properties included in the Company’s Preferred Equity Program, assuming the utilization of extension
options where available. The 2018 consolidated debt maturities are anticipated to be repaid with operating cash flows, borrowings
from the Company’s Credit Facility and debt refinancing where applicable. In addition, the Company has $12.4 million of
consolidated debt related to one non-recourse mortgage that is currently in default for which the Company is working with the special
servicers on a resolution. The 2018 debt maturities on properties in the Company’s unconsolidated joint ventures and Preferred
Equity Program are anticipated to be repaid through operating cash flows, debt refinancing, unsecured credit facilities, proceeds
from sales and partner capital contributions, as deemed appropriate.
The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to
maintain its investment-grade senior, unsecured debt ratings. The Company may, from time-to-time, seek to obtain funds through
additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and
other capital alternatives.
30
Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal
source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured
debt and equity, raising in the aggregate over $13.8 billion. Proceeds from public capital market activities have been used for the
purposes of, among other things, repaying indebtedness, acquiring interests in open-air shopping centers, funding real estate under
development projects, expanding and improving properties in the portfolio and other investments.
During February 2015, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three
years, for the future unlimited offerings, from time-to-time, of debt securities, preferred stock, depositary shares, common stock and
common stock warrants. The Company, pursuant to this shelf registration statement may, from time-to-time, offer for sale its senior
unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including
property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt maturities. (See Footnote 12 of
the Notes to Consolidated Financial Statements included in this Form 10-K.)
Preferred Stock-
During August 2017, the Company issued 9,000,000 Depositary Shares (the "Class L Depositary Shares"), each representing a
one-thousandth fractional interest in a share of the Company's 5.125% Class L Cumulative Redeemable Preferred Stock, $1.00 par
value per share. Dividends on the Class L Depositary Shares are cumulative and payable quarterly in arrears at the rate of 5.125%
per annum based on the $25.00 per share initial offering price, or $1.28125 per annum. The Class L Depositary Shares are
redeemable, in whole or part, for cash on or after August 16, 2022, at the option of the Company, at a redemption price of $25.00
per depositary share, plus any accrued and unpaid dividends thereon. The Class L Depositary Shares are not convertible or
exchangeable for any other property or securities of the Company. The net proceeds received from this offering of $218.1 million,
before legal costs, were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s
revolving credit facility and the redemption of shares of the Company’s preferred stock.
On August 7, 2017, the Company called for the partial redemption of 9,000,000 of its outstanding depositary shares of the
Company’s 6.00% Class I Cumulative Redeemable Preferred Stock, $1.00 par value per share (the "Class I Preferred Stock"),
representing 56.25% of the issued and outstanding Class I Preferred Stock. The aggregate redemption amount of $225.0 million plus
accumulated and unpaid dividends of $1.9 million, was paid on September 6, 2017. Upon partial redemption, the Company recorded
a charge of $7.0 million resulting from the difference between the redemption amount and the carrying amount of the Class I
Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing
Liabilities from Equity. This $7.0 million charge was subtracted from net income attributable to the Company to arrive at net income
available to the Company’s common shareholders and used in the calculation of earnings per share for the year ended December 31,
2017.
During December 2017, the Company issued 9,200,000 Depositary Shares (the "Class M Depositary Shares"), each representing
a one-thousandth fractional interest in a share of the Company's 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00
par value per share. Dividends on the Class M Depositary Shares are cumulative and payable quarterly in arrears at the rate of
5.250% per annum based on the $25.00 per share initial offering price, or $1.3125 per annum. The Class M Depositary Shares are
redeemable, in whole or part, for cash on or after December 20, 2022, at the option of the Company, at a redemption price of $25.00
per depositary share, plus any accrued and unpaid dividends thereon. The Class M Depositary Shares are not convertible or
exchangeable for any other property or securities of the Company. The net proceeds received from this offering of $222.8 million,
before legal costs, were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s
revolving credit facility. Additionally, during January 2018, the underwriters exercised the over-allotment option for the issuance of
an additional 1,380,000 Class M Depositary Shares each representing a one-thousandth fractional interest in a share of the Company's
5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. The net proceeds from the issuance of these
shares were $33.4 million, before legal costs, which were used for general corporate purposes, including the reduction of borrowings
outstanding under the Company’s Credit Facility.
Common Stock
During February 2018, the Company’s Board of Directors authorized a share repurchase program, pursuant to which the
Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to
$300.0 million.
During February 2015, the Company established an At the Market Continuous Offering Program (“ATM program”), which is
effective for a term of three years, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01
per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of
the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the
Securities Act of 1933, including by means of ordinary brokers’ transactions on the NYSE or otherwise (i) at market prices prevailing
at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. The
31
Company did not offer for sale any shares of common stock under the ATM program during the year ended December 31, 2017. As
of December 31, 2017, the Company had $211.9 million available under this ATM program.
Medium Term Notes (“MTN”) and Senior Notes
The Company’s supplemental indenture governing its senior notes contains the following covenants, all of which the Company
is compliant with:
Covenant
Consolidated Indebtedness to Total Assets
Consolidated Secured Indebtedness to Total Assets
Consolidated Income Available for Debt Service to Maximum Annual Service Charge
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness
Must Be
<65%
<40%
>1.50x
>1.50x
As of 12/31/17
39%
6%
4.9x
2.6x
For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; the First Supplemental
Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated
June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24,
2009; the Sixth Supplemental Indenture dated as of May 23, 2013; and the Seventh Supplemental Indenture dated as of April 24,
2014, each as filed with the SEC. See the Exhibits Index for specific filing information.
During the year ended December 31, 2017, the Company issued the following Senior Unsecured Notes (dollars in millions):
Date Issued
Aug-17
Aug-17
Mar-17
Maturity Date
Feb-25
Sep-47
Apr-27
Amount Issued
500.0
$
350.0
$
400.0
$
Interest Rate
3.30%
4.45%
3.80%
Interest on these senior unsecured notes is payable semi-annually in arrears. The Company used the net proceeds from these
issuances, after the underwriting discounts and related offering costs, for general corporate purposes, including to pre-fund near-
term debt maturities or to reduce borrowings under the Company’s Credit Facility.
On August 1, 2017, the Company made a tender offer to purchase any and all of its $300.0 million 4.30% MTN notes
outstanding. As a result, the Company accepted the tender of $211.0 million of its $300.0 million outstanding MTN notes on August
10, 2017. In connection with this tender offer, the Company recorded a tender premium of $1.8 million resulting from the partial
repayment of this note. In addition, in November 2017, the Company redeemed the remaining $89.0 million 4.30% MTN notes
outstanding.
Credit Facility
In February 2017, the Company closed on a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a group
of banks, which is scheduled to expire in March 2021, with two additional six-month options to extend the maturity date, at the
Company’s discretion, to March 2022. This Credit Facility, which accrues interest at a rate of LIBOR plus 87.5 basis points (2.28%
as of December 31, 2017), can be increased to $2.75 billion through an accordion feature. The Credit Facility replaced the Company’s
$1.75 billion unsecured revolving credit facility that was scheduled to mature in March 2018. In addition, the Credit Facility includes
a $500.0 million sub-limit which provides the Company the opportunity to borrow in alternative currencies including Canadian
Dollars (“CAD”), British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among
other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt
and (ii) minimum interest and fixed coverage ratios. As of December 31, 2017, the Credit Facility had a balance of CAD 10.0 million
(USD $8.0 million) outstanding and $0.5 million appropriated for letters of credit.
Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to maintenance of various covenants.
The Company is currently in compliance with these covenants. The financial covenants for the Credit Facility are as follows:
Covenant
Total Indebtedness to Gross Asset Value (“GAV”)
Total Priority Indebtedness to GAV
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense
Fixed Charge Total Adjusted EBITDA to Total Debt Service
Must Be
<60%
<35%
>1.75x
>1.50x
As of 12/31/17
40%
5%
4.4x
2.8x
For a full description of the New Credit Facility’s covenants refer to the Amended and Restated Credit Agreement dated as of
February 1, 2017, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 30, 2017.
32
Term Loan
The Company had a $650.0 million unsecured term loan (“Term Loan”) which was scheduled to mature in January 2017, with
three one-year extension options at the Company’s discretion. The Term Loan accrued interest at LIBOR plus 95 basis points. During
November 2016, the Company repaid $400.0 million of borrowings under the Company’s Term Loan and in January 2017, the
Company repaid the remaining $250.0 million balance and terminated the agreement.
Mortgages Payable
During 2017, the Company (i) assumed/consolidated $257.5 million of individual non-recourse mortgage debt (including a fair
market value adjustment of $8.5 million) related to two operating properties, (ii) paid off $692.9 million of mortgage debt (including
fair market value adjustments of $5.8 million) that encumbered 27 operating properties and (iii) obtained a $206.0 million non-
recourse mortgage relating to one operating property.
In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage
financing on selected properties and construction loans to partially fund the capital needs of its real estate under development
projects. As of December 31, 2017, the Company had over 365 unencumbered property interests in its portfolio.
Dividends
In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to
continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The Company’s
Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as the Board of Directors monitors
sources of capital and evaluates the impact of the economy and capital markets availability on operating fundamentals. Since cash
used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a conservative
dividend payout ratio, reserving such amounts as it considers necessary for the expansion and renovation of shopping centers in its
portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such
other factors as the Board of Directors considers appropriate. Cash dividends paid were $506.2 million in 2017, $474.0 million in
2016, and $455.8 million in 2015.
Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue
paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in
short-term money market or other suitable instruments. On October 24, 2017, the Company’s Board of Directors declared an
increased quarterly cash dividend of $0.28 per common share, an annualized increase of 3.7%, payable to shareholders of record on
January 2, 2018, which was paid on January 16, 2018. Additionally, on January 30, 2018, the Company’s Board of Directors declared
a quarterly cash dividend of $0.28 per common share payable to shareholders of record on April 3, 2018, which is scheduled to be
paid on April 16, 2018.
The Board of Directors also declared quarterly dividends with respect to the Company’s various classes of cumulative
redeemable preferred shares (Class I, Class J, Class K and Class L) and an initial dividend with respect to the Company’s Class M
cumulative redeemable preferred shares, representing the period beginning on December 20, 2017. All dividends on the preferred
shares are scheduled to be paid on April 16, 2018 to shareholders of record on April 3, 2018.
Hurricane Impact
The impact of Hurricanes Harvey, which struck Texas on August 25, 2017, and Irma, which struck Florida on September 10,
2017, resulted in minimal damage to the Company’s properties located in Texas and Florida, with the majority of the impact related
to debris removal.
On September 20, 2017, Hurricane Maria struck Puerto Rico as a Category 4 hurricane which resulted in widespread damage,
flooding, and power outages. The Company has interests in seven operating properties located throughout Puerto Rico, aggregating
2.2 million square feet of GLA, which were variously impacted by the hurricane. The Company maintains a comprehensive property
insurance policy on these properties with total coverage of up to $62.0 million, as well as business interruption insurance with
coverage up to $39.3 million in the aggregate, subject to a collective deductible of $1.2 million.
As of December 31, 2017, the Company’s assessment of the damages sustained to its properties from Hurricane Maria resulted
in a write-off to depreciation expense of $16.0 million, representing the estimated net book value of damaged assets. The Company
also recorded a corresponding receivable and credit to depreciation expense of $16.0 million for estimated property insurance
recoveries related to the write-off. As such, there was no impact to net income during 2017 resulting from these adjustments. The
Company expects to collect property insurance proceeds (net of deductible) equal to the replacement cost of its damaged property,
currently estimated to be approximately $26.0 million. As of December 31, 2017, the Company received property insurance proceeds
33
of $4.0 million and has a remaining receivable balance of $12.0 million which is included in Other assets on the Company’s
Consolidated Balance Sheets. The Company expects that the final replacement cost claim will exceed the amount written off due to
property damage and that this excess amount will be recorded, net of the deductible, as income by the Company upon full settlement
and collection of the casualty insurance claim.
The Company’s business interruption insurance covers lost revenues as a result of the hurricane for a period of up to one year.
After the expiration of one year following the loss, the policy has 365 days of extended period of indemnity which provides business
interruption coverage in the event the properties have not fully recovered from the storm. For the year ended December 31, 2017,
the Company had a reduction in revenues from rental properties of $3.4 million related to lost tenant revenue and rent abatements
resulting from the impact of Hurricane Maria. During December 2017, the Company received $1.6 million from its insurance
provider for business interruption claims. The Company is still in the process of assessing current and future business interruption
insurance losses and will submit insurance claims for its estimated losses under its business interruption insurance policy.
Income Taxes
On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, making significant changes to taxation of corporations
and individuals. Effective for tax years beginning on January 1, 2018, this tax reform law reduces the federal statutory income tax
rate from 35% to 21% for corporations and changed other certain tax provisions and deductions. ASC 740, Income Taxes, requires
the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.
As a result, the Company remeasured its deferred tax assets and liabilities and recorded a tax provision of $1.1 million during 2017.
The Company is subject to taxes on its activities in Canada, Puerto Rico and Mexico. In general, under local country law
applicable to the structures the Company has in place and applicable treaties, the repatriation of cash to the Company from its
subsidiaries and joint ventures in Canada, Puerto Rico and Mexico generally are not subject to withholding tax. The Company is
subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the
U.S. These investments are held by the Company at the REIT level and not in the Company’s taxable REIT subsidiary. Accordingly,
the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s
foreign subsidiaries.
Contractual Obligations and Other Commitments
The Company has debt obligations relating to its Credit Facility, unsecured senior notes and mortgages with maturities ranging
from less than one year to 30 years. As of December 31, 2017, the Company’s total debt had a weighted average term to maturity of
10.7 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio. As of December
31, 2017, the Company had 43 consolidated shopping center properties that are subject to long-term ground leases where a third
party owns and has leased the underlying land to the Company to construct and/or operate a shopping center. The following table
summarizes the Company’s debt maturities (excluding extension options, unamortized debt issuance costs of $65.4 million and fair
market value of debt adjustments aggregating $19.2 million) and obligations under non-cancelable operating leases as of December
31, 2017:
Contractual Obligations:
Long-Term Debt- Principal (1)
Long-Term Debt- Interest (2)
Operating Leases:
Ground Leases (3)
$
$
$
Payments due by period (in millions)
2018
2019
2020
2021
98.4 $
209.0 $
415.7 $
198.6 $
136.4 $
180.7 $
653.3 $
163.3 $
2022
Thereafter Total
640.6 $ 3,580.7 $ 5,525.1
145.3 $ 1,437.4 $ 2,334.3
9.1 $
9.1 $
8.6 $
8.6 $
8.5 $
138.5 $
182.5
(1) Maturities utilized do not reflect extension options, which range from one to three years.
(2) For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2017.
(3) For leases which have inflationary increases, future ground rent expense was calculated using the rent as of December 31, 2017.
The Company has $73.0 million of secured debt scheduled to mature in 2018. The Company anticipates satisfying the remaining
maturities with a combination of operating cash flows, its Credit Facility, exercise of extension options, where available, and new
debt issuances. In addition, the Company has $12.4 million of consolidated debt related to one non-recourse mortgage that is
currently in default for which the Company is working with the special servicers on a resolution.
The Company has issued letters of credit in connection with completion and repayment guarantees for loans encumbering certain
of the Company’s development and redevelopment projects and guarantee of payment related to the Company’s insurance program.
As of December 31, 2017, these letters of credit aggregated $40.4 million.
In connection with the construction of its development/redevelopment projects and related infrastructure, certain public agencies
require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon
34
the completion of the improvements and infrastructure. As of December 31, 2017, the Company had $20.0 million in performance
and surety bonds outstanding.
The Company has accrued $4.0 million of non-current uncertain tax positions and related interest under the provisions of the
authoritative guidance that addresses accounting for income taxes, which are included in Other liabilities on the Company’s
Consolidated Balance Sheets at December 31, 2017. These amounts are not included in the table above because a reasonably reliable
estimate regarding the timing of settlements with the relevant tax authorities, if any, cannot be made.
Off-Balance Sheet Arrangements
Unconsolidated Real Estate Joint Ventures
The Company has investments in various unconsolidated real estate joint ventures with varying structures. These joint ventures
primarily operate shopping center properties. Such arrangements are generally with third-party institutional investors and
individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans,
however, the Company, on a selective basis, has obtained unsecured financing for certain joint ventures. As of December 31, 2017,
the Company did not guarantee any joint venture unsecured debt. Non-recourse mortgage debt is generally defined as debt whereby
the lenders’ sole recourse with respect to borrower defaults is limited to the value of the property collateralized by the mortgage.
The lender generally does not have recourse against any other assets owned by the borrower or any of the constituent members of
the borrower, except for certain specified exceptions listed in the particular loan documents (see Footnote 7 of the Notes to
Consolidated Financial Statements included in this Form 10-K). As of December 31, 2017, these investments include the following
joint ventures:
Kimco
Ownership
Interest
Number of
Properties
Venture
KimPru and KimPru II (a)
15.0%
48.6%
KIR (b)
CPP (c)
55.0%
* Average remaining term includes extensions
Non-
Recourse
Mortgages
Payable
(in millions)
426.5
668.1
84.9
Number of
Encumbered
Properties
15
35
1
46 $
42 $
4 $
Weighted
Average
Interest
Rate
3.72%
4.67%
2.91%
Weighted
Average
Term
(months)*
67.7
47.0
4.0
(a) Represents the Company’s joint ventures with Prudential Global Investment Management. As of December 31, 2017, KimPru also
has an unsecured term loan with an outstanding balance of $200.0 million (excluding deferred financing costs of $0.8 million), which
is scheduled to mature in August 2019, with two one-year extension options at the joint venture’s discretion, and bears interest at a
rate equal to LIBOR plus 1.75% (3.31% at December 31, 2017).
(b) Represents the Company’s joint ventures with certain institutional investors. As of December 31, 2017, KIR also has a $170.0
million unsecured revolving credit facility with an outstanding balance at December 31, 2017 of $34.4 million (excluding deferred
financing costs of $0.5 million), which is scheduled to mature in September 2020, with two one-year extension options at the joint
venture’s discretion, and bears interest at a rate equal to LIBOR plus 1.75% (3.31% at December 31, 2017).
(c) Represents the Company’s joint ventures with Canada Pension Plan Investment Board (CPPIB).
The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2017,
these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating $287.6 million. The aggregate
debt as of December 31, 2017, of all of the Company’s unconsolidated real estate joint ventures is $1.7 billion. As of December 31,
2017, these loans had scheduled maturities ranging from one month to nine years and bore interest at rates ranging from 2.91% to
7.25%. Approximately $203.7 million of the aggregate outstanding loan balance matures in 2018. These maturing loans are
anticipated to be repaid with, operating cash flows, debt refinancing, unsecured credit facilities, proceeds from sales and partner
capital contributions, as deemed appropriate (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form
10-K).
Other Real Estate Investments
The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity
Program. As of December 31, 2017, the Company’s net investment under the Preferred Equity Program was $201.9 million relating
to 357 properties, including 344 net leased properties. As of December 31, 2017, these preferred equity investment properties had
individual non-recourse mortgage loans aggregating $361.0 million. These loans have scheduled maturities ranging from eight
months to seven years and bear interest at rates ranging from 4.19% to 10.47%. Due to the Company’s preferred position in these
investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The
Company’s maximum exposure to losses associated with its preferred equity investments is limited to its invested capital.
35
Funds From Operations
Funds From Operations (“FFO”) is a supplemental non-GAAP financial measure utilized to evaluate the operating performance
of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income/(loss)
available to the Company’s common shareholders computed in accordance with generally accepted accounting principles in the
United States (“GAAP”), excluding (i) gains or losses from sales of operating real estate assets and change in control of interests,
plus (ii) depreciation and amortization of operating properties and (iii) impairment of depreciable real estate and in substance real
estate equity investments and (iv) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on
the same basis.
The Company presents FFO available to the Company’s common shareholders as it considers it an important supplemental
measure of our operating performance and believes it is frequently used by securities analysts, investors and other interested parties
in the evaluation of REITs, many of which present FFO available to the Company’s common shareholders when reporting results.
Comparison of our presentation of FFO available to the Company’s common shareholders to similarly titled measures for other
REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such
REITs.
The Company also presents FFO available to the Company’s common shareholders as adjusted as an additional supplemental
measure as it believes it is more reflective of its core operating performance and provides investors and analysts an additional
measure to compare the Company’s performance across reporting periods on a consistent basis by excluding items that we do not
believe are indicative of our core operating performance. FFO available to the Company’s common shareholders as adjusted is
generally calculated by the Company as FFO available to the Company’s common shareholders excluding certain transactional
income and expenses and non-operating impairments which management believes are not reflective of the results within the
Company’s operating real estate portfolio.
FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent
cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net
income as a measure of liquidity. Our method of calculating FFO available to the Company’s common shareholders and FFO
available to the Company’s common shareholders as adjusted may be different from methods used by other REITs and, accordingly,
may not be comparable to such other REITs.
The Company’s reconciliation of net income available to the Company’s common shareholders to FFO available to the
Company’s common shareholders and FFO available to the Company’s common shareholders as adjusted for the three months and
years ended December 31, 2017 and 2016 is as follows (in thousands, except per share data):
Net income available to the Company’s common shareholders $
Gain on disposition of operating properties
Gain on disposition of joint venture operating properties and
change in control of interests
Depreciation and amortization - real estate related
Depreciation and amortization - real estate joint ventures
Impairment of operating properties
(Benefit)/provision for income taxes (2)
Noncontrolling interests (2)
FFO available to the Company’s common shareholders
Transactional (income)/expense:
Profit participation from other real estate investments
Gains from land sales
Acquisition and demolition costs
Gain on forgiveness of debt
Early extinguishment of debt charges
Severance costs
Gain on liquidation of a foreign entity
Impairments on other investments
Preferred stock redemption charge
Other, net
Provision for income taxes (3)
Noncontrolling interests (3)
Total transactional expense/(income), net
FFO available to the Company’s common shareholders as
Three Months Ended
December 31,
Year Ended
December 31,
2017
2016
2017
2016
73,465
(31,436)
$
66,718
(10,950)
$
372,461
(92,830)
$
332,630
(92,824)
(6,849)
83,959
9,835
32,854
-
(1,688)
160,140
(379)
(2,362)
3,589
(380)
-
5,190
-
423
-
170
-
-
6,251
(14,880)
89,476
9,477
24,125
(1,227)
245
162,984
(830)
(1,255)
1,133
(7,357)
-
-
-
5,300
-
62
257
125
(2,565)
(79,034)
356,191
39,248
65,148
(39)
(5,583)
655,562
(34,952)
(3,422)
4,686
(380)
1,753
5,190
(14,822)
11,766
7,014
494
8
11,338
(11,327)
(217,819)
347,315
45,098
101,928
39,570
(182)
555,716
(10,883)
(3,607)
5,023
(7,357)
45,674
-
-
6,358
-
(362)
38,433
410
73,689
adjusted
$
166,391
$
160,419
$
644,235
$
629,405
36
Weighted average shares outstanding for FFO calculations:
Basic
Units
Dilutive effect of equity awards
Diluted
423,734
961
354
425,049 (1)
423,087
841
1,162
425,090 (1)
423,614
852
405
424,871 (1)
418,402
853
1,307
420,562 (1)
FFO per common share – basic
FFO per common share – diluted
FFO as adjusted per common share – basic
FFO as adjusted per common share – diluted
$
$
$
$
0.38
$
0.38 (1) $
0.39
$
0.39 (1) $
0.39
$
0.38 (1) $
0.38
$
0.38 (1) $
1.55
$
1.55 (1) $
1.52
$
1.52 (1) $
1.33
1.32 (1)
1.50
1.50 (1)
(1) Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect
on FFO. FFO would be increased by $274 and $229 for the three months ended December 31, 2017 and 2016, respectively, and $923 and $881
for the years ended December 31, 2017 and 2016, respectively. The effect of other certain convertible units would have an anti-dilutive effect
upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversion has not been included in the
determination of diluted earnings per share calculations.
(2) Related to gains, impairment and deprecation on operating properties, where applicable.
(3) Related to transaction (income)/expense, where applicable.
Same Property Net Operating Income (“Same property NOI”)
Same property NOI is a supplemental non-GAAP financial measure of real estate companies’ operating performance and should
not be considered an alternative to net income in accordance with GAAP or as a measure of liquidity. The Company considers Same
property NOI as an important operating performance measure because it is frequently used by securities analysts and investors to
measure only the net operating income of properties that have been owned by the Company for the entire current and prior year
reporting periods. It excludes properties under redevelopment, development and pending stabilization; properties are deemed
stabilized at the earlier of (i) reaching 90% leased or (ii) one year following a project’s inclusion in operating real estate. Same
property NOI assists in eliminating disparities in net income due to the development, acquisition or disposition of properties during
the particular period presented, and thus provides a more consistent performance measure for the comparison of the Company's
properties.
Same property NOI is calculated using revenues from rental properties (excluding straight-line rent adjustments, lease
termination fees and amortization of above/below market rents) less charges for bad debt, operating and maintenance expense, real
estate taxes and rent expense plus the Company’s proportionate share of Same property NOI from unconsolidated real estate joint
ventures, calculated on the same basis. The Company’s method of calculating Same property NOI available to the Company’s
common shareholders may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The following is a reconciliation of Net income available to the Company’s common shareholders to Same property NOI (in
thousands):
Net income available to the Company’s common shareholders
Adjustments:
Management and other fee income
General and administrative
Impairment charges
Depreciation and amortization
Interest and other expense, net
Provision/(benefit) for income taxes, net
Gain on change in control of interests
Equity in income of other real estate investments, net
Gain on sale of operating properties, net of tax
Net (loss)/income attributable to noncontrolling interests
Preferred stock redemption charge
Preferred stock dividends
Non same property net operating income
Non-operational expense/(income) from joint ventures, net
Same property NOI
$
Three Months Ended
December 31,
2017
2016
Year Ended
December 31,
2017
2016
$
73,465 $
66,718 $
372,461 $
332,630
(4,593)
32,060
33,051
85,024
53,380
1,344
-
(5,049)
(31,436)
(330)
-
11,431
(27,390)
9,360
230,317 $
(4,117)
27,462
25,140
90,884
40,818
(747)
(4,290)
(5,241)
(10,850)
2,413
-
11,555
(20,555)
8,474
227,664 $
(17,049)
118,455
67,331
360,811
191,150
(880)
(71,160)
(67,001)
(93,538)
13,596
7,014
46,600
(85,681)
72,970
915,079 $
(18,391)
117,302
93,266
355,320
232,798
72,545
(57,386)
(27,773)
(86,785)
7,288
-
46,220
(108,248)
(58,563)
900,223
Same property NOI increased by $2.7 million or 1.2% for the three months ended December 31, 2017, as compared to the
corresponding period in 2016. This increase is primarily the result of (i) an increase of $3.0 million related to lease-up and rent
37
commencements in the portfolio and (ii) an increase in other property income of $0.9 million, partially offset by (iii) an increase of
$1.2 million of credit losses. The percentage increase in Same property NOI for the three months ended December 31, 2017 was
negatively impacted by 120 basis points due to the impact of Hurricane Maria on the Company’s Puerto Rico properties.
Same property NOI increased by $14.9 million or 1.7% for the year ended December 31, 2017, as compared to the
corresponding period in 2016. This increase is primarily the result of (i) an increase of $11.7 million related to lease-up and rent
commencements in the portfolio, (ii) an increase in other property income of $1.8 million and (iii) a decrease of $1.4 million of
credit losses. The percentage increase in Same property NOI for the year ended December 31, 2017 was negatively impacted by 30
basis points due to the impact of Hurricane Maria on the Company’s Puerto Rico properties.
Effects of Inflation
Many of the Company's long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such
provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross
sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase
rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price
index or similar inflation indices. In addition, many of the Company's leases are for terms of less than 10 years, which permits the
Company to seek to increase rents to market rates upon renewal. Most of the Company's leases include escalation clauses or require
the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance,
thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. The Company
periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates and will, from time-to-time, enter
into interest rate protection agreements and/or foreign currency hedge agreements which mitigate, but do not eliminate, the effect of
changes in interest rates on its floating-rate debt and fluctuations in foreign currency exchange rates.
New Accounting Pronouncements
See Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company’s primary market risk exposures are interest rate risk and foreign currency exchange rate risk. The following
table presents the Company’s aggregate fixed rate and variable rate debt obligations outstanding, including fair market value
adjustments and unamortized deferred financing costs, as of December 31, 2017, with corresponding weighted-average interest rates
sorted by maturity date. The table does not include extension options where available (amounts in millions).
Secured Debt
Fixed Rate
Average Interest Rate
Variable Rate
Average Interest Rate
Unsecured Debt
Fixed Rate
Average Interest Rate
Variable Rate
Average Interest Rate
$
$
$
$
2018
2019
2020
2021
2022
Thereafter Total
Fair
Value
85.4 $
5.63%
2.4 $
5.29 %
136.9 $
5.31%
156.1 $
5.39%
155.6 $
4.05%
246.4 $
4.43%
782.8 $
4.83%
781.8
- $
-
100.0 $
2.60 %
- $
-
- $
-
299.5 $
6.88 %
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
100.0 $
2.60%
99.6
497.6 $
3.20%
1.7
2.28%
494.9 $ 3,302.4 $ 4,594.4 $ 4,599.6
3.40%
3.54%
3.71%
$
- $
-
1.7 $
2.28%
1.9
Based on the Company’s variable-rate debt balances, interest expense would have increased by $1.0 million for the year ended
December 31, 2017, if short-term interest rates were 1.0% higher. The Company has not, and does not plan to, enter into any
derivative financial instruments for trading or speculative purposes.
The Company’s revenues and equity in income (including gains on sales and impairment losses) from its foreign investments
in U.S. dollar equivalents and their respective local currencies are as follows (in millions):
Revenues from consolidated in USD:
Mexico
Chile
Revenues from consolidated in local currencies:
Mexico (Mexican Pesos “MXN”)
Chile (Chilean Pesos “CLP”)
38
2017
2016
2015
$
$
0.3 $
- $
5.7
-
0.6 $
- $
1.9
6.7
11.3
-
28.2
4,264.9
Equity in income/(loss) from unconsolidated joint ventures and preferred equity
investments in USD:
Canada (1)
Mexico (2)
Chile (3)
Equity in income/(loss) from unconsolidated joint ventures and preferred equity
investments in local currencies:
Canada (CAD) (1)
Mexico (MXN)
Chile (CLP)
$
$
$
(1.3 ) $
(0.3 ) $
- $
152.6 $
(3.6) $
- $
409.1
(1.6)
0.9
(1.7 )
(6.3 )
-
199.5
29.2
-
540.1
(24.0)
-
(1) Includes impairment charge of $3.4 million (CAD 4.3 million) related to the pending sale of a property for the year ended December 31,
2017. In addition, includes gains of $141.9 million (CAD 185.9 million) and $373.8 million (CAD 439.9 million) on disposition of equity
interests for the years ended December 31, 2016 and 2015, respectively.
(2) Includes equity losses of $5.2 million and $0.8 million for the years ended December 31, 2016 and 2015, respectively, related to foreign
investments for which the reporting currency is denominated in USD and not subject to foreign translation exposure.
(3) Included in the year ended December 31, 2015 is the release of CTA of $0.8 million in equity income.
The following table presents the Company’s foreign investments in their respective local currencies and the U.S. dollar
equivalents:
Country
Foreign Investment (in millions)
Mexican real estate investments (MXN)
Canadian investments (CAD)
Local Currency U.S. Dollars
53.4 $
18.2 $
4.8
14.6
Currency fluctuations between local currency and the U.S. dollar, for investments for which the Company had determined that
the local currency was the functional currency, for the period in which the Company held its investment resulted in a cumulative
translation adjustment (“CTA”). This CTA was recorded as a component of Accumulated other comprehensive income (“AOCI”)
on the Company’s Consolidated Balance Sheets. During the year ended December 31, 2017, the Company substantially liquidated
its investments in Canada and as such, recognized a net cumulative foreign currency translation gain of $10.0 million. The Company
had previously substantially liquidated its investments in Mexico. As a result of the substantial liquidation of the Company’s foreign
investments, any future currency changes, which could have a favorable or unfavorable impact, will be recognized in Other
(expense)/income, net in the Company’s Consolidated Statements of Income.
Item 8. Financial Statements and Supplementary Data
The response to this Item 8 is included in our audited Consolidated Financial Statements and Notes to Consolidated Financial
Statements, which are contained in Part IV Item 15 of this Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this
report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the
end of such period, the Company’s disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2017, that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management,
39
including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in the Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal
Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective
as of December 31, 2017.
The effectiveness of our internal control over financial reporting as of December 31, 2017, has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Corporate
Governance,” “Committees of the Board of Directors,” “Executive Officers” and “Other Matters” in our definitive proxy
statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on April 24, 2018 (“Proxy
Statement”).
We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”). The Code of Ethics is available at
the Investors/Governance/Governance Documents section of our website at www.kimcorealty.com. A copy of the Code of
Ethics is available in print, free of charge, to stockholders upon request to us at the address set forth in Item 1 of this Annual
Report on Form 10-K under the section “Business - Background.” We intend to satisfy the disclosure requirements under
the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code
of Ethics by posting such information on our web-site.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to “Compensation Discussion and Analysis,”
“Executive Compensation Committee Report,” “Compensation Tables,” “Compensation of Directors” and “Other Matters”
in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to “Security Ownership of Certain Beneficial
Owners and Management” and “Compensation Tables” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to “Certain Relationships and Related Transactions”
and “Corporate Governance” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to “Independent Registered Public Accountants” in
our Proxy Statement.
40
Item 15. Exhibits, Financial Statement Schedules
PART IV
(a) 1. Financial Statements –
The following consolidated financial information is included as a separate section of this annual report on
Form 10-K.
Report of Independent Registered Public Accounting Firm
Form 10-K
Report
Page
46
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2017 and 2016
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements
2. Financial Statement Schedules -
47
48
49
50
52
53
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016 and 2015
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2017
Schedule IV - Mortgage Loans on Real Estate as of December 31, 2017
94
95
104
All other schedules are omitted since the required information is not present or is not present in amounts
sufficient to require submission of the schedule.
3. Exhibits -
The exhibits listed on the accompanying Index to Exhibits are filed as part of this report.
42
Item 16. Form 10-K Summary
None
41
INDEX TO EXHIBITS
Exhibit
Number
3.1(a)
3.1(b)
3.1(c)
3.1(d)
3.1(e)
3.1(f)
3.1(g)
3.1(h)
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Exhibit Description
Articles of Restatement of Kimco Realty Corporation, dated
January 14, 2011
Amendment to Articles of Restatement of Kimco Realty
Corporation, dated May 8, 2014
Articles Supplementary of Kimco Realty Corporation, dated
November 8, 2010
Articles Supplementary of Kimco Realty Corporation, dated
March 12, 2012
Articles Supplementary of Kimco Realty Corporation, dated July
17, 2012
Articles Supplementary of Kimco Realty Corporation, dated
November 30, 2012
Articles Supplementary of Kimco Realty Corporation, dated
August 8, 2017
Articles Supplementary of Kimco Realty Corporation, dated
December 12, 2017
Amended and Restated Bylaws of Kimco Realty Corporation,
dated February 25, 2009
Agreement of Kimco Realty Corporation pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K
Indenture dated September 1, 1993, between Kimco Realty
Corporation and Bank of New York (as successor to IBJ Schroder
Bank and Trust Company)
First Supplemental Indenture, dated August 4, 1994, between
Kimco Realty Corporation and Bank of New York (as successor
to IBJ Schroder Bank and Trust Company)
Second Supplemental Indenture, dated April 7, 1995, between
Kimco Realty Corporation and Bank of New York (as successor
to IBJ Schroder Bank and Trust Company)
Third Supplemental Indenture, dated June 2, 2006, between
Kimco Realty Corporation and The Bank of New York, as trustee
Fourth Supplemental Indenture, dated April 26, 2007, between
Kimco Realty Corporation and The Bank of New York, as trustee
Fifth Supplemental Indenture, dated September 24, 2009,
between Kimco Realty Corporation and The Bank of New York
Mellon, as trustee
Sixth Supplemental Indenture, dated May 23, 2013, between
Kimco Realty Corporation and The Bank of New York Mellon,
as trustee
Seventh Supplemental Indenture, dated April 24, 2014, between
Kimco Realty Corporation and The Bank of New York Mellon,
as trustee
Amended and Restated Stock Option Plan
Second Amended and Restated 1998 Equity Participation Plan of
Kimco Realty Corporation (restated February 25, 2009)
Form of Indemnification Agreement
Agency Agreement, dated July 17, 2013, by and among Kimco
North Trust III, Kimco Realty Corporation and Scotia Capital
Inc., RBC Dominion Securities Inc., CIBC World Markets Inc.
and National Bank Financial Inc.
Kimco Realty Corporation Executive Severance Plan, dated
March 15, 2010
Restated Kimco Realty Corporation 2010 Equity Participation
Plan
Amendment No. 1 to the Kimco Realty Corporation 2010 Equity
Participation Plan
Form of Performance Share Award Grant Notice and
Performance Share Award Agreement
First Amendment to the Kimco Realty Corporation Executive
Severance Plan, dated March 20, 2012
42
Incorporated by Reference
Form
10-K
File No.
1-10899
Date of
Filing
02/28/11
Exhibit
Number
3.1(a)
10-K
1-10899
02/27/17
3.1(b)
10-K
1-10899
02/28/11
3.1(b)
Filed/
Furnished
Herewith
Page
Number
8-A12B
1-10899
03/13/12
8-A12B
1-10899
07/18/12
8-A12B
8-A12B
1-10899
1-10899
12/03/12
08/08/17
8-A12B
1-10899
12/12/17
10-K
1-10899
02/27/09
S-11
333-42588
09/11/91
3.2
3.2
3.2
3.3
3.3
3.2
4.1
S-3
333-67552
09/10/93
4(a)
10-K
1-10899
03/28/96
4.6
8-K
1-10899
04/07/95
4(a)
8-K
8-K
8-K
1-10899
06/05/06
1-10899
04/26/07
1-10899
09/24/09
4.1
1.3
4.1
8-K
1-10899
05/23/13
4.1
8-K
1-10899
04/24/14
4.1
10-K
10-K
10-K
10-Q
1-10899
1-10899
1-10899
1-10899
03/28/95
02/27/09
02/27/09
08/02/13
10.3
10.9
99.1
99.1
8-K
1-10899
03/19/10
10.5
10-K
1-10899
02/27/17
10.6
—
—
—
—
*
8-K
1-10899
03/19/10
10.8
10-Q
1-10899
05/10/12
10.3
Exhibit
Number
Exhibit Description
10.13
10.11
10.12
10.10
12.1
12.2
21.1
23.1
31.1
$1.75 Billion Amended and Restated Credit Agreement, dated
March 17, 2014, among Kimco Realty Corporation, the
subsidiaries of Kimco party thereto, the lenders party thereto, and
JPMorgan Chase Bank, N.A., as administrative agent
$2.25 Billion Amended and Restated Credit Agreement, dated
February 1, 2017, among Kimco Realty Corporation, the
subsidiaries of Kimco party thereto, the lenders party thereto, and
JPMorgan Chase Bank, N.A., as administrative agent
Credit Agreement, dated January 30, 2015, among Kimco Realty
Corporation and each of the parties named therein
Consulting Agreement, dated June 11, 2015, between Kimco
Realty Corporation and David B. Henry
Computation of Ratio of Earnings to Fixed Charges
Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
Significant Subsidiaries of the Company
Consent of PricewaterhouseCoopers LLP
Certification of the Company’s Chief Executive Officer, Conor
C. Flynn, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Certification of the Company’s Chief Financial Officer, Glenn G.
Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Certification of the Company’s Chief Executive Officer, Conor
C. Flynn, and the Company’s Chief Financial Officer, Glenn G.
Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.1
Property Chart
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
31.2
32.1
Incorporated by Reference
Form
8-K
File No.
1-10899
Date of
Filing
03/20/14
Exhibit
Number
10.1
Filed/
Furnished
Herewith
Page
Number
8-K
1-10899
02/02/17
10.1
8-K
8-K
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1-10899
02/05/15
10.1
1-10899
06/12/15
10.1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
X
X
*
*
X
X
105
106
107
108
**
109
110
X
*
*
*
*
*
*
X - Filed herewith
* - Incorporated by reference to the corresponding Exhibit to the Company’s Annual Report on Form 10-K filed on February 23, 2018
** Furnished herewith
43
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
KIMCO REALTY CORPORATION
By: /s/ Conor C. Flynn
Conor C. Flynn
Chief Executive Officer
Dated: February 23, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Milton Cooper
Milton Cooper
/s/ Conor C. Flynn
Conor C. Flynn
/s/ Richard G. Dooley
Richard G. Dooley
/s/ Joe Grills
Joe Grills
/s/ Frank Lourenso
Frank Lourenso
/s/ Richard Saltzman
Richard Saltzman
/s/ Philip Coviello
Philip Coviello
/s/ Colombe Nicholas
Colombe Nicholas
/s/ Mary Hogan Preusse
Mary Hogan Preusse
/s/ Glenn G. Cohen
Glenn G. Cohen
/s/ Paul Westbrook
Paul Westbrook
Executive Chairman of the Board of Directors
February 23, 2018
Chief Executive Officer and Director
February 23, 2018
February 23, 2018
February 23, 2018
February 23, 2018
February 23, 2018
February 23, 2018
February 23, 2018
February 23, 2018
February 23, 2018
February 23, 2018
Director
Director
Director
Director
Director
Director
Director
Executive Vice President -
Chief Financial Officer and Treasurer
Vice President -
Chief Accounting Officer
44
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15 (a) (1) and (2)
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
KIMCO REALTY CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements and Financial Statement Schedules:
Consolidated Balance Sheets as of December 31, 2017 and 2016
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Valuation and Qualifying Accounts years ended December 31, 2017, 2016 and 2015
Real Estate and Accumulated Depreciation as of December 31, 2017
II.
III.
IV. Mortgage Loans on Real Estate as of December 31, 2017
Form 10-K
Page
46
47
48
49
50
52
53
94
95
104
45
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
of Kimco Realty Corporation:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1), and the
financial statement schedules listed in the index appearing under Item 15(a)(2), of Kimco Realty Corporation and its subsidiaries (collectively
referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of
December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period
ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017 based on criteria
established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal
Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial
statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and
whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/PricewaterhouseCoopers LLP
New York, New York
February 23, 2018
We have served as the Company’s auditor since at least 1992. We have not determined the specific year we began serving as auditor of the
Company.
46
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
Assets:
Real Estate
Rental property
Land
Building and improvements
Less: accumulated depreciation and amortization
Real estate under development
Real estate, net
Investments in and advances in real estate joint ventures
Other real estate investments
Mortgages and other financing receivables
Cash and cash equivalents
Marketable securities
Accounts and notes receivable, net
Deferred charges and prepaid expenses
Other assets
Total assets (1)
Liabilities:
Notes payable, net
Mortgages payable, net
Accounts payable and accrued expenses
Dividends payable
Other liabilities
Total liabilities (2)
Redeemable noncontrolling interests
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $1.00 par value, authorized 5,996,240 and 6,029,100 shares, respectively,
41,200 and 32,000 shares issued and outstanding (in series), respectively; Aggregate
liquidation preference $1,030,000 and $800,000, respectively
Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding
425,646,380 and 425,034,113 shares, respectively
Paid-in capital
Cumulative distributions in excess of net income
Accumulated other comprehensive (loss)/income
Total stockholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
December 31,
2017
December 31,
2016
$
$
$
$
3,019,284 $
9,231,644
12,250,928
(2,433,053 )
9,817,875
402,518
10,220,393
483,861
217,584
21,838
238,513
13,265
189,757
155,472
223,043
11,763,726 $
4,596,140 $
882,787
185,702
128,892
431,915
6,225,436
16,143
2,845,186
8,827,861
11,673,047
(2,278,292 )
9,394,755
335,028
9,729,783
504,209
209,146
23,197
142,486
8,101
181,823
147,694
284,161
11,230,600
3,927,251
1,139,117
145,751
124,517
404,137
5,740,773
86,953
41
32
4,256
6,152,764
(761,337 )
(1,480 )
5,394,244
127,903
5,522,147
11,763,726 $
4,250
5,922,958
(676,867 )
5,766
5,256,139
146,735
5,402,874
11,230,600
(1)
(2)
Includes restricted assets of consolidated variable interest entities (“VIEs”) at December 31, 2017 and December 31, 2016 of $644,990
and $333,705, respectively. See Footnote 9 of the Notes to Consolidated Financial Statements.
Includes non-recourse liabilities of consolidated VIEs at December 31, 2017 and December 31, 2016 of $417,688 and $176,216,
respectively. See Footnote 9 of the Notes to Consolidated Financial Statements.
The accompanying notes are an integral part of these consolidated financial statements.
47
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Revenues
Revenues from rental properties
Management and other fee income
Total revenues
Operating expenses
Rent
Real estate taxes
Operating and maintenance
General and administrative
Provision for doubtful accounts
Impairment charges
Depreciation and amortization
Total operating expenses
Operating income
Other income/(expense)
Interest, dividends and other investment income
Other (expense)/income, net
Interest expense
Early extinguishment of debt charges
2017
Year Ended December 31,
2016
2015
$
1,183,785 $
17,049
1,200,834
1,152,401 $
18,391
1,170,792
1,144,474
22,295
1,166,769
11,145
157,196
142,787
118,455
5,630
67,331
360,811
863,355
10,993
146,615
140,910
117,302
5,563
93,266
355,320
869,969
12,347
147,150
144,980
122,735
6,075
45,383
344,527
823,197
337,479
300,823
343,572
2,809
(250)
(191,956)
(1,753)
1,478
3,947
(192,549)
(45,674)
39,061
5,174
(218,891)
-
Income from continuing operations before income taxes, net, equity in income of joint ventures, net, gain
on change in control of interests and equity in income from other real estate investments, net
146,329
68,025
168,916
Benefit/(provision) for income taxes, net
Equity in income of joint ventures, net
Gain on change in control of interests
Equity in income of other real estate investments, net
Income from continuing operations
Discontinued operations
Loss from discontinued operating properties, net of tax
Impairment/loss on operating properties, net of tax
Loss from discontinued operations
Gain on sale of operating properties, net, net of tax
Net income
Net income attributable to noncontrolling interests
Net income attributable to the Company
Preferred stock redemption charge
Preferred dividends
Net income available to the Company's common shareholders
Per common share:
Income from continuing operations:
-Basic
-Diluted
Net income available to the Company:
-Basic
-Diluted
Weighted average shares:
-Basic
-Diluted
Amounts available to the Company's common shareholders:
Income from continuing operations
Loss from discontinued operations
Net income
880
60,763
71,160
67,001
346,133
(72,545)
218,714
57,386
27,773
299,353
-
-
-
93,538
439,671
(13,596)
426,075
(7,014)
(46,600)
372,461 $
-
-
-
86,785
386,138
(7,288)
378,850
-
(46,220)
332,630 $
0.87 $
0.87 $
0.87 $
0.87 $
0.79 $
0.79 $
0.79 $
0.79 $
(60,230)
480,395
149,234
36,090
774,405
(15)
(60)
(75)
125,813
900,143
(6,028)
894,115
(5,816)
(57,084)
831,215
2.01
2.00
2.01
2.00
$
$
$
$
$
423,614
424,019
418,402
419,709
411,319
412,851
$
$
372,461 $
-
372,461 $
332,630 $
-
332,630 $
831,290
(75)
831,215
The accompanying notes are an integral part of these consolidated financial statements.
48
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income:
Change in unrealized gains/losses related to available-for-sale securities
Change in unrealized losses on interest rate swaps
Change in foreign currency translation adjustments
Other comprehensive (loss)/income
Comprehensive income
2017
Year Ended December 31,
2016
2015
$
439,671 $
386,138 $
900,143
(1,542)
631
(6,335)
(7,246)
8
451
(281)
178
(45,799)
(22)
6,287
(39,534)
432,425
386,316
860,609
Comprehensive income attributable to noncontrolling interests
(13,596)
(7,288)
(6,028)
Comprehensive income attributable to the Company
$
418,829 $
379,028 $
854,581
The accompanying notes are an integral part of these consolidated financial statements.
49
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T
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
2017
Year Ended December 31,
2016
2015
$
439,671 $
386,138 $
900,143
Cash flow from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Impairment charges
Deferred taxes
Early extinguishment of debt charges
Equity award expense
Gain on sale of operating properties, net, net of tax
Gain on sale of marketable securities
Gain on change in control of interests
Equity in income of joint ventures, net
Equity in income from other real estate investments, net
Distributions from joint ventures and other real estate investments
Change in accounts and notes receivable
Change in accounts payable and accrued expenses
Change in Canadian withholding tax receivable
Change in other operating assets and liabilities
Net cash flow provided by operating activities
Cash flow from investing activities:
Acquisition of operating real estate and other related net assets
Improvements to operating real estate
Acquisition of real estate under development
Improvements to real estate under development
Investment in marketable securities
Proceeds from sale/repayments of marketable securities
Investments in and advances to real estate joint ventures
Reimbursements of investments and advances to real estate joint ventures
Distributions from liquidation of real estate joint ventures
Return of investment from liquidation of real estate joint ventures
Investment in other real estate investments
Reimbursements of investments and advances to other real estate investments
Collection of mortgage loans receivable
Investment in other investments
Reimbursements of other investments
Proceeds from sale of operating properties
Proceeds from sale of development properties
Net cash flow (used for)/provided by investing activities
Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt
Principal payments on rental property debt
Proceeds from mortgage loan financings
(Repayments)/proceeds under the unsecured revolving credit facility, net
Proceeds from issuance of unsecured term loan/notes
Repayments under unsecured term loan/notes
Financing origination costs
Payment of early extinguishment of debt charges
Change in tenants' security deposits
Contributions from noncontrolling interests
Conversion/distribution of noncontrolling interests
Dividends paid
Proceeds from issuance of stock, net
Redemption of preferred stock
Net cash flow used for financing activities
360,811
67,331
807
1,753
21,563
(93,538)
-
(71,160)
(60,763)
(67,001)
58,189
(7,934)
4,417
12,996
(52,961)
614,181
(153,854)
(206,800)
(10,010)
(160,257)
(9,822)
3,146
(35,291)
55,839
-
-
(666)
40,709
1,405
-
-
181,321
-
(294,280)
(687,117)
(15,186)
206,000
(17,143)
1,250,000
(550,000)
(23,305)
(2,631)
911
1,422
(96,599)
(506,172)
440,946
(225,000)
(223,874)
355,320
93,266
55,068
45,674
19,071
(92,823)
-
(57,386)
(218,714)
(27,773)
90,589
(6,571)
(7,886)
23,571
(65,448)
592,096
(203,190)
(143,489)
(51,588)
(72,759)
(2,466)
1,937
(86,453)
71,656
138,475
191,902
(233)
11,019
921
-
500
304,600
4,551
165,383
(700,853)
(19,039)
-
26,445
1,400,000
(1,261,850)
(25,679)
(45,674)
1,367
-
(12,594)
(474,045)
307,395
-
(804,527)
344,527
45,464
4,498
-
18,465
(132,907)
(39,852)
(149,234)
(480,395)
(36,090)
126,263
(2,867)
164
(37,040)
(67,438)
493,701
(661,423)
(166,670)
(16,355)
(16,861)
(257)
76,170
(91,609)
94,053
373,833
88,672
(641)
40,556
55,145
(190,278)
-
437,030
-
21,365
(555,627)
(28,632)
-
(100,000)
1,500,030
(750,000)
(19,017)
-
2,116
106,154
(55,753)
(455,833)
18,708
(175,000)
(512,854)
2,212
187,322
189,534
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
96,027
142,486
238,513 $
(47,048)
189,534
142,486 $
$
Interest paid during the year (net of capitalized interest of $14,480, $9,247 and $5,618, respectively)
$
192,155 $
252,482 $
232,950
Income taxes (received)/paid during the year (net of refunds received of $16,118, $113,934 and $0,
respectively)
$
(14,456) $
6,090 $
100,366
The accompanying notes are an integral part of these consolidated financial statements.
52
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts relating to the number of buildings, square footage, tenant and occupancy data, joint venture debt average interest rates
and terms and estimated project costs are unaudited.
1. Summary of Significant Accounting Policies:
Business and Organization
Kimco Realty Corporation and its subsidiaries (the "Company" or "Kimco"), operate as a Real Estate Investment Trust (“REIT”)
and are engaged principally in the ownership, management, development and operation of open-air shopping centers, which are
anchored generally by grocery stores, discount department stores or drugstores. Additionally, the Company provides
complementary services that capitalize on the Company’s established retail real estate expertise. The Company evaluates
performance on a property specific or transactional basis and does not distinguish its principal business or group its operations
on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable
segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America
("GAAP").
The Company has elected to be taxed as a REIT for federal income tax purposes under the Internal Revenue Code, as amended
(the "Code"). The Company is organized and operates in a manner that enables it to qualify as a REIT under the Code.
Basis of Presentation
The accompanying Consolidated Financial Statements include the accounts of the Company. The Company’s subsidiaries
include subsidiaries which are wholly-owned or which the Company has a controlling interest, including where the Company
has been determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the Consolidation
guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-
company balances and transactions have been eliminated in consolidation.
Use of Estimates
GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a
reporting period. The most significant assumptions and estimates relate to the valuation of real estate and related intangible
assets and liabilities, equity method investments, other investments, including the assessment of impairments, as well as,
depreciable lives, revenue recognition, the collectability of trade accounts receivable, realizability of deferred tax assets and the
assessment of uncertain tax positions. Application of these assumptions requires the exercise of judgment as to future
uncertainties, and, as a result, actual results could differ from these estimates.
Subsequent Events
The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated
financial statements (see Footnotes 8 and 16 of the Notes to Consolidated Financial Statements).
Real Estate
Real estate assets are stated at cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating
properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements
and tenant improvements) and identified intangible assets and liabilities (consisting of above-market and below-market leases,
in-place leases and tenant relationships, where applicable), assumed debt and redeemable units issued at the date of acquisition,
based on evaluation of information and estimates available at that date. Fair value is determined based on a market approach,
which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Effective January 1, 2017, the Company early adopted Accounting
Standard Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, including its
interim periods within the year, and applied the guidance to its asset acquisitions of operating properties, including the
capitalization of acquisition costs, which was previously expensed prior to the adoption of this standard.
53
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market
and below-market leases is estimated based on the present value of the difference between the contractual amounts, including
fixed rate below-market lease renewal options, to be paid pursuant to the leases and management’s estimate of the market lease
rates and other lease provisions (i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated
remaining term of the lease. The capitalized above-market or below-market intangible is amortized to rental income over the
estimated remaining term of the respective leases, which includes the expected renewal option period for below-market leases.
Mortgage debt discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument.
In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases
in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In
estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental
revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other
related costs based on current market demand. The value assigned to in-place leases and tenant relationships is amortized over
the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized
costs relating to that lease would be written off.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:
Buildings and building improvements (in years)
Fixtures, leasehold and tenant improvements (including certain
15 to 50
Terms of leases or useful lives, whichever
identified intangible assets)
is shorter
The Company periodically assesses the useful lives of its depreciable real estate assets, including those expected to be
redeveloped in future periods, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and
demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the
life of the asset, are capitalized. The useful lives of amortizable intangible assets are evaluated each reporting period with any
changes in estimated useful lives being accounted for over the revised remaining useful life.
When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates
the fair value. If the fair value of the asset is less than the net book value of the asset, an adjustment to the carrying value would
be recorded to reflect the estimated fair value of the property, less estimated costs of sale and the asset is classified as other
assets.
On a continuous basis, management assesses whether there are any indicators, including property operating performance,
changes in anticipated holding period and general market conditions, that the value of the real estate properties (including any
related amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if
management’s estimate of current and projected operating cash flows (undiscounted and unleveraged) of the property over its
remaining hold period is less than the net carrying value of the property. Such cash flow projections consider factors such as
expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the
extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair
value of the property.
Real Estate Under Development
Real estate under development represents the development of open-air shopping center projects, which may include residential
and mixed-use components, that the Company plans to hold as long-term investments. These properties are carried at cost. The
cost of land and buildings under development includes specifically identifiable costs. Capitalized costs include pre-construction
costs essential to the development of the property, development costs, construction costs, interest costs, real estate
taxes, insurance, legal costs, salaries and related costs of personnel directly involved and other costs incurred during the period
of development. The Company ceases cost capitalization when the property is held available for occupancy and placed into
service. This usually occurs upon substantial completion of all costs necessary to bring the property to the condition needed for
its intended use, but no later than one year from the completion of major construction activity. However, the Company may
continue to capitalize costs even though a project is substantially completed if construction is still ongoing at the site. If, in
management’s opinion, the current and projected undiscounted cash flows of these assets to be held as long-term investments
is less than the net carrying value plus estimated costs to complete the development, the carrying value would be adjusted to an
amount that reflects the estimated fair value of the property.
54
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the
Company exercises significant influence, but does not control these entities. These investments are recorded initially at cost and
subsequently adjusted for cash contributions, distributions and our share of earnings and losses. Earnings or losses for each
investment are recognized in accordance with each respective investment agreement and where applicable, based upon an
allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each
reporting period.
The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other
joint venture partners in open-air shopping center properties, consistent with its core business. These joint ventures typically
obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to
losses primarily to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require
a minimum level of equity in order to mitigate its risk. The Company, on a limited selective basis, has obtained unsecured
financing for certain joint ventures. These unsecured financings may be guaranteed by the Company with guarantees from the
joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make. As of
December 31, 2017, the Company did not guaranty any unsecured joint venture debt.
To recognize the character of distributions from equity investees within its consolidated statements of cash flows, all
distributions received are presumed to be returns on investment and classified as cash inflows from operating activities unless
the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns
of investment exceed its cumulative equity in earnings recognized by the investor (as adjusted for amortization of basis
differences). When such an excess occurs, the current-period distribution up to this excess is considered a return of investment
and classified as cash inflows from investing.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment property
operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint
ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment
is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent
impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated
fair value of the investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each joint venture that includes all
estimated cash inflows and outflows over a specified holding period. Capitalization rates, discount rates and credit spreads
utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.
Other Real Estate Investments
Other real estate investments primarily consist of preferred equity investments for which the Company provides capital to
owners and developers of real estate. The Company typically accounts for its preferred equity investments on the equity method
of accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement
and based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at
the end of each reporting period.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment property
operating performance and general market conditions, that the value of the Company’s Other real estate investments may be
impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the
carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has
occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the
investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each investment that includes all
estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums.
Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes
to be within a reasonable range of current market rates.
55
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Mortgages and Other Financing Receivables
Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Borrowers of these
loans are primarily experienced owners, operators or developers of commercial real estate. The Company’s loans are primarily
mortgage loans that are collateralized by real estate. Mortgages and other financing receivables are recorded at stated principal
amounts, net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on
mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable. The Company defers
certain loan origination and commitment fees, net of certain origination costs and amortizes them as an adjustment of the loan’s
yield over the term of the related loan. On a quarterly basis, the Company reviews credit quality indicators such as (i) payment
status to identify performing versus non-performing loans, (ii) changes affecting the underlying real estate collateral and (iii)
national and regional economic factors.
Interest income on performing loans is accrued as earned. A non-performing loan is placed on non-accrual status when it is
probable that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or more past
due are placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and interest. Upon
the designation of non-accrual status, all unpaid accrued interest is reserved and charged against current income. Interest income
on non-performing loans is generally recognized on a cash basis. Recognition of interest income on non-performing loans on
an accrual basis is resumed when it is probable that the Company will be able to collect amounts due according to the contractual
terms.
The Company has determined that it has one portfolio segment, primarily represented by loans collateralized by real estate,
whereby it determines, as needed, reserves for loan losses on an asset-specific basis. The reserve for loan losses reflects
management's estimate of loan losses as of the balance sheet date. The reserve is increased through loan loss expense and is
decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the
underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased.
The Company considers a loan to be impaired when, based upon current information and events, it is probable that the Company
will be unable to collect all amounts due under the existing contractual terms. A reserve allowance is established for an impaired
loan when the estimated fair value of the underlying collateral (for collateralized loans) or the present value of expected future
cash flows is lower than the carrying value of the loan. An internal valuation is performed generally using the income approach
to estimate the fair value of the collateral at the time a loan is determined to be impaired. The model is updated if circumstances
indicate a significant change in value has occurred. The Company does not provide for an additional allowance for loan losses
based on the grouping of loans as the Company believes the characteristics of the loans are not sufficiently similar to allow an
evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated
individually for impairment purposes.
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits in banks, commercial paper and certificates of deposit with original
maturities of three months or less. Cash and cash equivalent balances may, at a limited number of banks and financial
institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial
institutions and primarily in funds that are currently U.S. federal government insured up to applicable account limits.
Recoverability of investments is dependent upon the performance of the issuers.
Marketable Securities
The Company classifies its marketable equity securities as available-for-sale in accordance with the FASB’s Investments-Debt
and Equity Securities guidance. These securities are carried at fair market value with unrealized gains and losses reported in
stockholders’ equity as a component of Accumulated other comprehensive income ("AOCI"). Effective January 1, 2018, in
accordance with the adoption of ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities, the Company will recognize changes in fair value of equity
investments with readily determinable fair values in net income. Gains or losses on securities sold are based on the specific
identification method and are recognized in Interest, dividends and other investment income on the Company’s Consolidated
Statements of Income.
All debt securities are generally classified as held-to-maturity because the Company has the positive intent and ability to hold
the securities to maturity. It is more likely than not that the Company will not be required to sell the debt security before its
anticipated recovery and the Company expects to recover the security’s entire amortized cost basis even if the entity does not
56
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
intend to sell. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of
discounts to maturity. Debt securities which contain conversion features generally are classified as available-for-sale.
On a continuous basis, management assesses whether there are any indicators that the value of the Company’s marketable
securities may be impaired, which includes reviewing the underlying cause of any decline in value and the estimated recovery
period, as well as the severity and duration of the decline. In the Company’s evaluation, the Company considers its ability and
intent to hold these investments for a reasonable period of time sufficient for the Company to recover its cost basis. A marketable
security is impaired if the fair value of the security is less than the carrying value of the security and such difference is deemed
to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying
amount of the security over the estimated fair value in the security.
Deferred Leasing Costs
Costs incurred in obtaining tenant leases, included in deferred charges and prepaid expenses in the accompanying Consolidated
Balance Sheets, are amortized on a straight-line basis, over the terms of the related leases, as applicable. Such capitalized costs
include salaries, lease incentives and related costs of personnel directly involved in successful leasing efforts. Deferred leasing
costs are classified as operating activities on the Company’s Consolidated Statements of Cash Flows.
Software Development Costs
Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-
line basis generally over a three to five-year period. The Company’s policy provides for the capitalization of external direct
costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company
also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer
software projects. The amount of payroll costs that can be capitalized with respect to these employees is limited to the time
directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other
post-implementation stage activities are expensed as incurred. As of December 31, 2017 and 2016, the Company had
unamortized software development costs of $6.2 million and $10.2 million, respectively, which is included in Other assets on
the Company’s Consolidated Balance Sheets. The Company expensed $4.6 million, $8.0 million and $10.7 million in
amortization of software development costs during the years ended December 31, 2017, 2016 and 2015, respectively.
Deferred Financing Costs
Costs incurred in obtaining long-term financing, included in Notes payable, net and Mortgages payable, net in the accompanying
Consolidated Balance Sheets, are amortized on a straight-line basis, which approximates the effective interest method, over the
terms of the related debt agreements, as applicable.
Revenue, Gain Recognition and Accounts Receivable
Base rental revenues from rental properties are recognized on a straight-line basis over the terms of the related leases. Certain
of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents
are recognized once the required sales level is achieved. Rental income may also include payments received in connection with
lease termination agreements. In addition, leases typically provide for reimbursement to the Company of common area
maintenance costs, real estate taxes and other operating expenses. Operating expense reimbursements are recognized as earned.
Management and other fee income consists of property management fees, leasing fees, property acquisition and disposition fees,
development fees and asset management fees. These fees arise from contractual agreements with third parties or with entities
in which the Company has a noncontrolling interest. Management and other fee income, including acquisition and disposition
fees, are recognized as earned under the respective agreements. Management and other fee income related to partially owned
entities are recognized to the extent attributable to the unaffiliated interest.
Gains and losses from the sale of depreciated operating property and real estate under development projects are recognized
using the full accrual method in accordance with the FASB’s real estate sales guidance, provided that various criteria relating
to the terms of sale and subsequent involvement by the Company with the properties are met.
Gains and losses on transfers of operating properties result from the sale of a partial interest in properties to unconsolidated joint
ventures and are recognized using the partial sale provisions of the FASB’s real estate sales guidance.
57
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company makes estimates of the uncollectable accounts receivables related to base rents, straight-line rent, expense
reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit
worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition,
tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-
petition claims. The Company’s reported net earnings are directly affected by management’s estimate of the collectability of
accounts receivable.
Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts
of $9.2 million and $12.3 million of billed accounts receivable at December 31, 2017 and 2016, respectively. Additionally,
Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts
of $7.9 million and $11.9 million of straight-line rent receivable at December 31, 2017 and 2016, respectively.
Income Taxes
The Company elected status as a REIT for federal income tax purposes beginning in its taxable year January 1, 1992 and operates
in a manner that enables the Company to qualify and maintain its status as a REIT. Accordingly, the Company generally will
not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable
income as defined under Section 856 through 860 of the Code. Most states, where the Company holds investments in real estate,
conform to the federal rules recognizing REITs.
Additionally, in connection with the Tax Relief Extension Act of 1999 (the "RMA"), which became effective January 1, 2001,
the Company is permitted to participate in activities which it was precluded from previously in order to maintain its qualification
as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable REIT subsidiaries (“TRS”)
under the Code, subject to certain limitations. Certain subsidiaries of the Company have made a joint election with the Company
to be treated as TRSs. A TRS is subject to federal and state income taxes on its income, and the Company includes a provision
for taxes in its consolidated financial statements. As such, the Company, through its wholly-owned TRS, has been engaged in
various retail real estate related opportunities including retail real estate management and disposition services which primarily
focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt
retailers. The Company may consider other investments through its TRS should suitable opportunities arise. The Company is
subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside
the U.S. These investments are held by the Company at the REIT level and not in the Company’s taxable REIT subsidiaries.
Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings
from the Company’s foreign subsidiaries.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or
settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such
assets to be more likely than not.
The Company reviews the need to establish a valuation allowance against deferred tax assets on a quarterly basis. The review
includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the
carryback or carryforward of any losses, the expected occurrence of future income or loss and available tax planning strategies.
The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a Company’s financial
statements. Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit
that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for
uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and
accounting in interim periods.
Foreign Currency Translation and Transactions
Assets and liabilities of the Company’s foreign operations, where it has been determined that the local currency is the functional
currency, are translated using year-end exchange rates, and revenues and expenses are translated using exchange rates as
determined throughout the year. Gains or losses resulting from translation are included in AOCI, as a separate component of
the Company’s stockholders’ equity. Gains or losses resulting from foreign currency transactions are translated to local currency
58
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
at the rates of exchange prevailing at the dates of the transactions. The effect of the transaction’s gain or loss is included in the
caption Other (expense)/income, net in the Consolidated Statements of Income. The Company is required to release cumulative
translation adjustment (“CTA”) balances into earnings when the Company has substantially liquidated its investment in a foreign
entity. As of December 31, 2017, the Company has exited South America and substantially liquidated its investments in Mexico
and Canada.
Derivative/Financial Instruments
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company
principally manages its exposures to a wide variety of business and operational risk through management of its core business
activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the
amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company
may use derivatives to manage exposures that arise from changes in interest rates, foreign currency exchange rate fluctuations
and market value fluctuations of equity securities. The Company limits these risks by following established risk management
policies and procedures including the use of derivatives.
The Company measures its derivative instruments at fair value and records them in the Consolidated Balance Sheet as an asset
or liability, depending on the Company’s rights or obligations under the applicable derivative contract. The accounting for
changes in the fair value of the derivatives depends on the intended use of the derivative, whether the Company has elected to
designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied
the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes
in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered
fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows,
or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the
foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of
the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted
transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge
certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting under the
Derivatives and Hedging guidance issued by the FASB.
The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in
AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Any
ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During 2017, 2016 and 2015,
the Company had no hedge ineffectiveness.
Noncontrolling Interests
The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing
Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company
does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity
section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company
and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income.
Noncontrolling interests also includes amounts related to partnership units issued by consolidated subsidiaries of the Company
in connection with certain property acquisitions. These units have a stated redemption value or a defined redemption amount
based upon the trading price of the Company’s common stock and provides the unit holders various rates of return during the
holding period. The unit holders generally have the right to redeem their units for cash at any time after one year from issuance.
For convertible units, the Company typically has the option to settle redemption amounts in cash or common stock.
The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from
Equity guidance. Units which embody a conditional obligation requiring the Company to redeem the units for cash after a
specified or determinable date (or dates) or upon the occurrence of an event that is not solely within the control of the issuer are
determined to be contingently redeemable under this guidance and are included as Redeemable noncontrolling interest and
classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated
Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or common stock
are included in the caption Noncontrolling interest within the equity section on the Company’s Consolidated Balance Sheets.
59
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Stock Compensation
Stock Compensation
The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the
“Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”). The Prior Plan provides for
a maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified stock options
and restricted stock grants. Effective May 1, 2012, the 2010 Plan provides for a maximum of 10,000,000 shares of the
Company’s common stock to be issued for qualified and non-qualified stock options and other awards, plus the number of
shares of common stock which are or become available for issuance under the Prior Plan and which are not thereafter issued
under the Prior Plan, subject to certain conditions. Unless otherwise determined by the Board of Directors at its sole discretion,
stock options granted under the Plans generally vest ratably over a range of three to five years, expire ten years from the date of
grant and are exercisable at the market price on the date of grant. Restricted stock grants generally vest (i) 100% on the fourth
or fifth anniversary of the grant, (ii) ratably over three, four and five years or (iii) over ten years at 20% per year commencing
after the fifth year. Performance share awards, which vest over a period of one to three years, may provide a right to receive
shares of the Company’s common stock or restricted stock based on the Company’s performance relative to its peers, as defined,
or based on other performance criteria as determined by the Board of Directors. In addition, the Plans provide for the granting
of certain stock options and restricted stock to each of the Company’s non-employee directors (the “Independent Directors”)
and permit such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.
The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all
share based payments to employees, be recognized in the Statement of Income over the service period based on their fair values.
Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte
Carlo method, both of which are intended to estimate the fair value of the awards at the grant date (see Footnote 20 of the Notes
to Consolidated Financial Statements for additional disclosure on the assumptions and methodology).
New Accounting Pronouncements
The following table represents ASUs to the FASB’s Accounting Standards Codification (“ASC”) that, as of the year ended
December 31, 2017, are not yet effective for the Company and for which the Company has not elected early adoption, where
permitted:
ASU
ASU 2017-09,
Compensation – Stock
Compensation (Topic
718): Scope of
Modification
Accounting
ASU 2017-05, Other
Income – Gains and
Losses from the
Derecognition of
Nonfinancial Assets
(“Subtopic 610-20”):
Clarifying the Scope of
Asset Derecognition
Guidance and
Accounting for Partial
Sales of Nonfinancial
Assets
Effective
Date
January 1,
2018; Early
adoption
permitted
Effect on the financial
statements or other
significant
matters
The adoption is not expected
to have a material effect on
the Company’s financial
position and/or results of
operations.
Description
The amendment provides guidance about which changes to
the
terms or conditions of a share-based payment award require
an entity to apply modification accounting in Topic 718.
Under the new guidance, modification accounting is
required only if the fair value, the vesting conditions, or the
classification of the award (as equity or liability) changes as
a result of the change in terms or conditions. The new
guidance will be applied prospectively to awards modified
on or after the adoption date.
The amendment clarifies that a financial asset is within the
scope of Subtopic 610-20 if it meets the definition of an in
substance nonfinancial asset and defines the term in
substance nonfinancial asset. ASU 2017-05 also clarifies
that nonfinancial assets within the scope of Subtopic 610-
20 may include nonfinancial assets transferred within a
legal entity to a counterparty. Subtopic 610-20, which was
issued in May 2014 as part of ASU 2014-09, discussed
below, provides guidance for recognizing gains and losses
from the transfer of nonfinancial assets in contracts with
noncustomers. An entity
the
amendments in ASU 2017-05 at the same time it applies the
amendments in ASU 2014-09 discussed below. An entity
is required
to apply
January 1,
2018; Early
adoption is
permitted if
adopted
with ASU
2014-09
The Company will adopt the
provisions of Subtopic 610-
20 in the first quarter of
fiscal 2018, using the
modified retrospective
approach. Upon adoption, the
Company will appropriately
apply the guidance to
prospective disposals of
nonfinancial assets within the
scope of Subtopic 610-20.
60
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
may elect to apply the amendments in ASU 2017-05 either
retrospectively to each period presented in the financial
statements in accordance with the guidance on accounting
changes in ASC Topic 250, Accounting Changes and Error
Corrections, paragraphs 10-45-5 through 10-45-10 (i.e. the
retrospective approach) or
retrospectively with a
cumulative-effect adjustment to retained earnings as of the
beginning of the fiscal year of adoption (i.e. the modified
retrospective approach). An entity may elect to apply all of
the amendments in ASU 2017-05 and ASU 2014-09 using
the same transition method, or alternatively may elect to use
different transition methods.
ASU 2016-13,
Financial Instruments –
Credit Losses (Topic
326): Measurement of
Credit Losses on
Financial Instruments
The new guidance introduces a new model for estimating
credit losses for certain types of financial instruments,
including loans receivable, held-to-maturity debt securities,
and net investments in direct financing leases, amongst
other financial instruments. ASU 2016-13 also modifies the
impairment model for available-for-sale debt securities and
expands the disclosure requirements regarding an entity’s
assumptions, models, and methods for estimating the
allowance for losses.
January 1,
2020; Early
adoption
permitted
The Company is still
assessing the impact on its
financial position and/or
results of operations.
ASU 2014-09, Revenue
from Contracts with
Customers (Topic 606)
ASU 2015-14, Revenue
from Contracts with
Customers (Topic 606):
Deferral of the
Effective Date
ASU 2016-08, Revenue
from Contracts with
Customers (Topic 606):
Principal versus Agent
Considerations
ASU 2016-10, Revenue
from Contracts with
Customers (Topic 606):
Identifying
performance
obligations and
licensing
ASU 2016-12, Revenue
from Contracts with
Customers (Topic 606):
Narrow-scope
improvements and
practical expedients
ASU 2014-09 is a comprehensive new revenue recognition
model requiring a company to recognize revenue to depict
the transfer of goods or services to a customer at an amount
reflecting the consideration it expects to receive in
exchange for those goods or services. In adopting ASU
2014-09, companies may use either a full retrospective or a
modified retrospective approach. ASU 2014-09 was
anticipated to be effective for the first interim period within
annual reporting periods beginning after December 15,
2016, and early adoption was not permitted.
In August 2015, the FASB issued ASU 2015-14, which
delayed the effective date of ASU 2014-09 by one year
making it effective for the first interim period within annual
reporting periods beginning after December 15, 2017.
Subsequently, in March 2016, the FASB issued ASU 2016-
08, which further clarifies the implementation guidance on
principal versus agent considerations, and in April 2016, the
FASB issued ASU 2016-10, an update on identifying
performance obligations and accounting for licenses of
intellectual property.
Additionally, in May 2016, the FASB issued ASU 2016-12,
which includes amendments for enhanced clarification of
the guidance. Early adoption is permitted as of the original
effective date.
61
January 1,
2018; Early
adoption
permitted
as of
original
effective
date, which
was
January 1,
2017
The Company’s revenue-
producing contracts are
primarily leases that are not
within the scope of this
standard, except for the lease
component relating to
common area maintenance
(“CAM”) reimbursement
revenue, which will be
within the scope of this
standard upon the effective
date of ASU 2016-02, Leases
(Topic 842) discussed below.
The revenues which will be
within the scope of this
standard include other
ancillary income earned
through the Company’s
operating properties as well
as fees for services
performed at various
unconsolidated joint ventures
which the Company
manages. These fees
primarily include property
and asset management fees,
leasing fees, development
fees and property
acquisition/disposition fees.
These revenues represented
approximately 3% of the
Company’s consolidated
revenue for both the years
ended December 31, 2017
and 2016. The Company
ASU 2016-02, Leases
(Topic 842)
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
believes the timing of
recognition and amount of
these revenues will be
generally consistent with the
current recognition and
measurement.
The Company plans to adopt
this standard effective
January 1, 2018, using the
modified retrospective
approach, which requires a
cumulative effect adjustment,
if any, as of the date of
adoption. The Company has
determined that the adoption
of this standard will not
require any material
adjustments to the
consolidated financial
statements but will result in
additional disclosures related
to disaggregation of revenue
streams beginning in the first
quarter of 2018.
January 1,
2019; Early
adoption
permitted
This ASU sets out the principles for the recognition,
measurement, presentation and disclosure of leases for both
parties to a contract (i.e. lessees and lessors). The new
standard requires lessees to apply a dual approach,
classifying leases as either finance or operating leases based
on the principle of whether or not the lease is effectively a
financed purchase by the lessee. This classification will
determine whether lease expense is recognized based on an
effective interest method or on a straight-line basis over the
term of the lease. A lessee is also required to record a right-
of-use asset and a lease liability for all leases with a term of
greater than 12 months regardless of their classification.
Leases with a term of 12 months or less will be accounted
for similar to existing guidance for operating leases today.
The new standard requires lessors to account for leases
using an approach that is substantially equivalent to existing
guidance for sales-type leases, direct financing leases and
operating leases. ASU 2016-02 supersedes the previous
leases standard, Leases (Topic 840).
The Company continues to
evaluate the effect the
adoption will have on the
Company’s financial position
and/or results of operations.
However, the Company
currently believes that the
adoption will not have a
material impact for operating
leases where it is a lessor and
will continue to record
revenues from rental
properties for its operating
leases on a straight-line
basis. However, for leases
where the Company is a
lessee, primarily for the
Company’s ground leases
and administrative office
leases, the Company will be
required to record a lease
liability and a right of use
asset on its Consolidated
Balance Sheets at fair value
upon adoption. In addition,
direct internal leasing costs
will continue to be
capitalized, however, indirect
internal leasing costs
previously capitalized will be
expensed. Within the terms
of the Company’s leases
62
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
where the Company is the
lessor, the Company is
entitled to receive
reimbursement amounts from
tenants for operating
expenses such as real estate
taxes, insurance and other
CAM. Upon adoption of this
ASU, CAM reimbursement
revenue will be accounted
for in accordance with ASU
2016-12 Revenue from
Contracts with Customers
(Topic 606). The Company
continues to evaluate the
effect the adoption will have
on this source of revenue.
However, the Company
currently does not believe the
adoption will significantly
affect the timing of the
recognition of the
Company’s CAM
reimbursement revenue.
Currently, changes in fair
value of these equity
investments with readily
determinable fair values are
recognized in AOCI. This
ASU states that these
changes will be recognized
in net income. The Company
anticipates the
implementation of this
guidance will affect how
changes in the fair value of
available-for-sale marketable
securities are presented in
the Company’s consolidated
financial statements. In
addition, the Company
will record a cumulative-
effect adjustment to
beginning retained earnings
in the year of adoption
(effective as of January 1,
2018) to reclassify
unrealized gains and losses
previously reported in AOCI
for available-for-sale
marketable securities. As of
December 31, 2017, the
Company had unrealized
losses related to its available-
for-sale marketable securities
of $1.1 million.
ASU 2016-01,
Financial
Instruments—Overall
(Subtopic 825-10):
Recognition and
Measurement of
Financial Assets
and Financial
Liabilities
January 1,
2018; Early
adoption
permitted
for certain
disclosure
requirements
amendment addresses
of
The
recognition, measurement, presentation and disclosure of
financial instruments, including the following:
(i) Requires equity
(excluding
aspects
certain
those
investments
investments accounted for under the equity method
of accounting or those that result in consolidation of
the investee) with readily determinable fair values to be
measured at fair value with the changes in fair value
recognized in net income; however, an entity may
choose to measure equity investments that do not have
cost
readily
minus impairment, if any, plus or minus changes
resulting from observable price changes in orderly
transactions for the identical or a similar investment
of the same issuer.
determinable
values
fair
at
(ii) Simplifies the impairment assessment of those equity
investments without readily determinable fair values
by requiring a qualitative assessment to identify
impairment
(iii) Eliminates the disclosure of the method(s) and
significant assumptions used to estimate the fair value
for financial instruments measured at amortized cost
and changes the fair value calculation for those
investments
(iv) Changes the disclosure in other comprehensive income
for financial liabilities that are measured at fair value
in accordance with the fair value options for financial
instruments
(v) Clarifies that a deferred asset related to available-for-
sale securities should be included in an entity's
evaluation for a valuation allowance.
63
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following ASUs to the FASB’s ASC have been adopted by the Company during the year ended December 31, 2017:
Description
The update clarifies the definition of a business with the
objective of adding guidance to assist entities with
evaluating whether transactions should be accounted for as
acquisitions (or disposals) of assets or businesses. The
definition of a business affects many areas of accounting
including
and
consolidation.
acquisitions,
disposals,
goodwill,
Adoption
Date
January 1,
2017; Elected
early
adoption
Effect on the financial
statements or other
significant
matters
The Company’s operating
property acquisitions during
2017 qualified for asset
acquisition treatment under
ASC 360, Property, Plant,
and Equipment, rather than
business combination
treatment under ASC 805
Business Combinations,
and resulted in the
capitalization of asset
acquisition costs rather than
directly expensing these
costs.
The update simplifies several aspects of accounting for
employee share-based payment transactions for both public
and nonpublic entities, including the accounting for income
taxes,
tax withholding
requirements, as well as classification in the statement of
cash flows.
forfeitures,
statutory
and
January 1, 2017 The adoption did not have a
material effect on the
Company’s financial
position and/or results of
operations.
ASU
ASU 2017-01,
Business
Combinations
(Topic 805):
Clarifying the
Definition of a
Business
ASU 2016-09,
Compensation –
Stock
Compensation
(Topic 718):
Improvements to
Employee Share-
Based Payment
Accounting
2. Real Estate:
The Company’s components of Rental property consist of the following (in thousands):
Land
Undeveloped land
Buildings and improvements:
Buildings
Building improvements
Tenant improvements
Fixtures and leasehold improvements
Above-market leases
In-place leases and tenant relationships
Accumulated depreciation and amortization (1)
Total
$
December 31,
2017
2016
$
2,971,020 $
48,264
2,786,255
58,931
6,047,413
1,653,581
753,501
45,795
153,484
577,870
12,250,928
(2,433,053)
9,817,875 $
5,790,681
1,562,439
733,993
47,199
150,207
543,342
11,673,047
(2,278,292)
9,394,755
(1) At December 31, 2017 and 2016, the Company had accumulated amortization relating to in-place leases, tenant relationships
and above-market leases aggregating $459,211 and $409,062, respectively.
In addition, at December 31, 2017 and 2016, the Company had intangible liabilities relating to below-market leases from
property acquisitions of $329.3 million and $292.6 million, respectively, net of accumulated amortization of $184.5 million and
64
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
$193.9 million, respectively. These amounts are included in the caption Other liabilities on the Company’s Consolidated Balance
Sheets.
The Company’s amortization associated with above-market and below-market leases for the years ended December 31, 2017,
2016 and 2015, resulted in net increases to revenue of $15.5 million, $21.4 million and $18.5 million, respectively. The
Company’s amortization expense associated with in-place leases and tenant relationships, which is included in depreciation and
amortization, for the years ended December 31, 2017, 2016 and 2015 was $62.7 million, $66.6 million and $68.3 million,
respectively.
The estimated net amortization income/(expense) associated with the Company’s above-market and below-market leases, tenant
relationships and in-place leases for the next five years are as follows (in millions):
Above-market and below-market leases amortization, net
In-place leases and tenant relationships amortization
$
$
13.2 $
(43.7) $
14.0 $
(34.6) $
14.1 $
(26.5) $
14.3 $
(20.7) $
13.4
(15.9)
2018
2019
2020
2021
2022
3. Property Acquisitions, Developments and Other Investments:
Acquisition/Consolidation of Operating Properties
During the year ended December 31, 2017, the Company acquired the following operating properties, in separate transactions,
through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests or
obtaining control through the modification of a joint venture investment:
Property Name
Location
Consolidated Cash* Debt
Consideration** Total
Month
Acquired/
Purchase Price (in thousands)
Other
Plantation, FL (1) (3)
Woodbridge, VA (1) (3)
Glenview, IL
Columbia Crossing, MD
Jan-17
Jan-17
Jan-17
Jan-17
$
- $
-
39,063
5,100
- $
-
-
-
12,300 $ 12,300
3,100
3,100
- 39,063
5,100
-
GLA***
60
184
142
25
Plantation Commons
Gordon Plaza
Plaza del Prado
Columbia Crossing Parcel
The District at Tustin
Legacy
Jantzen Beach Center
Del Monte Plaza Parcel
Gateway Station Phase II
Jantzen Beach Center
Parcel
Portland, OR
Nashua, NH
Webster Square Outparcel
Whittier, CA
Whittwood Town Center
123 Coulter Avenue Parcel Ardmore, PA
Fulton Marketplace Parcel Santa Rosa, CA
Tustin, CA (2) (3)
Portland, OR
Reno, NV
Burleson, TX
Apr-17
Jul-17
Jul-17
Aug-17
131,927
24,152
15,355
- 206,000
-
-
-
Sep-17
Sep-17
Oct-17
Oct-17
Nov-17
6,279
4,985
-
-
80,397 43,000
-
4,808
13,162
-
$ 325,228 $ 249,000 $
98,698 304,698
- 131,927
- 24,152
- 15,355
6,279
-
-
4,985
- 123,397
-
4,808
- 13,162
114,098 $ 688,326
688
722
83
79
25
22
783
1
61
2,875
* The Company utilized an aggregate $162.4 million associated with Internal Revenue Code §1031 sales proceeds.
** Includes the Company’s previously held equity interest investment.
*** Gross leasable area ("GLA")
(1) The Company acquired from its partners, their ownership interest in properties that were held in joint ventures in which the Company had
noncontrolling interests. The Company now has a controlling interest in these properties and has deemed these entities to be VIEs for
which the Company is the primary beneficiary and now consolidates these assets.
(2) Effective April 1, 2017, the Company and its partner amended its joint venture agreement relating to the Company’s investment in this
property. As a result of this amendment, the Company now controls the entity and consolidates the property. This entity is deemed to be a
VIE for which the Company is the primary beneficiary.
(3) The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized gains on change in
control of interests resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are
included in the purchase price above in Other Consideration. The Company’s current ownership interests and gains on change in control
of interests recognized as a result of these transactions are as follows (in thousands):
65
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Property Name
Plantation Commons
Gordon Plaza
The District at Tustin Legacy
Previous
Ownership
Interest
Gain on change
in control of
interests
76.25% $
40.62%
(a)
$
9,793
395
60,972
71,160
(a) The Company’s share of this investment is subject to change and is based upon a cash flow waterfall provision within the partnership
agreement (54.27% as of date of consolidation).
During the year ended December 31, 2016, the Company acquired the following operating properties, in separate transactions:
Property Name
Location
Acquired Cash* Debt
Consideration ** Total
GLA
Month
Purchase Price (in thousands)
Other
Jericho, NY
Hollywood, FL (1)
Nashua, NH
Mill Creek, WA (1)
Gaithersburg, MD
Jericho Atrium
Oakwood Plaza
Webster Square North
Gateway Plaza
Kentlands Market Square
GEPT Portfolio (4
properties)
Coulter Avenue (2 parcels) Ardmore, PA
KimPru Portfolio (2
properties)
Hamden Mart
Various (1)
Hamden, CT (1)
Various (1)
Apr-16
Apr-16
Jul-16
Jul-16
Aug-16
$ 29,750 $
- $
53,412 100,000
-
493 17,500
61,826 33,174
8,200
- $ 29,750
61,588 215,000
-
8,200
- 17,993
- 95,000
Sep-16
Various
79,974 76,989
-
6,750
10,882 167,845
6,750
-
147
899
21
97
221
681
20
Oct-16
Nov-16
15,505 35,700
- 21,369
$ 255,910 $ 284,732 $
3,218 54,423
29,294 50,663
104,982 $ 645,624
234
345
2,665
* The Company utilized an aggregate $66.0 million associated with Internal Revenue Code §1031 sales proceeds.
** Includes the Company’s previously held equity interest investment.
(1) The Company acquired from its partners their ownership interest in properties that were held in joint ventures in which the Company had
noncontrolling interests. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result,
recognized gains on change in control of interests resulting from the fair value adjustments associated with the Company’s previously held
equity interests, which are included in the purchase price above in Other Consideration. The Company’s previous ownership interests and
gains on change in control of interests recognized as a result of these transactions are as follows (in thousands):
Property Name
Oakwood Plaza
Gateway Plaza
GEPT Portfolio (4 properties)
KimPru Portfolio (2 properties)
Hamden Mart
Previous
Ownership
Interest
Gain on change
in control of
interests
55.0% $
15.0%
15.0%
15.0%
47.95%
$
46,512
-
6,583
832
3,459
57,386
Included in the Company’s Consolidated Statements of Income are $31.0 million, $23.8 million and $112.2 million in revenues
from rental properties from the date of acquisition through December 31, 2017, 2016 and 2015, respectively, for operating
properties acquired during each of the respective years.
Purchase Price Allocations
The Company adopted ASU 2017-01 effective January 1, 2017 and applied the guidance to its operating property acquisitions
during the year ended December 31, 2017. The purchase price for these acquisitions is allocated to real estate and related
intangible assets acquired and liabilities assumed, as applicable, in accordance with our accounting policies for asset
acquisitions. The purchase price allocations for properties acquired/consolidated during the year ended December 31, 2017, are
as follows (in thousands):
66
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Allocation as of
December 31,
2017
Land
Buildings
Building improvements
Tenant improvements
In-place leases
Above-market leases
Below-market leases
Mortgage fair value adjustment
Tax increment financing (TIF) contracts
Other assets
Other liabilities
Net assets acquired/consolidated
$
$
Weighted-
Average
Amortization
Period (in Years)
n/a
50.0
41.5
7.2
7.2
7.8
29.5
1.3
19.0
n/a
n/a
255,715
379,148
46,613
14,520
56,200
12,197
(77,027)
(8,521)
8,342
5,090
(3,951)
688,326
As of December 31, 2017, the allocation adjustments and revised allocations for properties accounted for as business
combinations during the year ended December 31, 2016, are as follows (in thousands):
Allocation as of
December 31,
2016
Allocation
Adjustments
Revised Allocation
as
of December 31,
2017
Weighted-
Average
Amortization
Period
(in Years)
$
$
179,150 $
309,493
124,105
12,788
44,094
11,982
(31,903)
(4,292)
234
(27)
645,624 $
(5,150) $
(30,696)
41,895
(1,155)
(1,063)
885
(4,716)
-
-
-
- $
174,000
278,797
166,000
11,633
43,031
12,867
(36,619)
(4,292)
234
(27)
645,624
n/a
50.0
45.0
7.1
6.4
8.1
19.1
4.1
n/a
n/a
Land
Buildings
Building improvements
Tenant improvements
In-place leases
Above-market leases
Below-market leases
Mortgage fair value adjustment
Other assets
Other liabilities
Net assets acquired
Hurricane Impact
The impact of Hurricanes Harvey, which struck Texas on August 25, 2017, and Irma, which struck Florida on September 10,
2017, resulted in minimal damage to the Company’s properties located in Texas and Florida, with the majority of the impact
related to debris removal.
On September 20, 2017, Hurricane Maria struck Puerto Rico as a Category 4 hurricane which resulted in widespread damage,
flooding, and power outages. The Company has interests in seven operating properties located throughout Puerto Rico,
aggregating 2.2 million square feet of GLA, which were variously impacted by the hurricane. The Company maintains a
comprehensive property insurance policy on these properties with total coverage of up to $62.0 million, as well as business
interruption insurance with coverage up to $39.3 million in the aggregate, subject to a collective deductible of $1.2 million.
As of December 31, 2017, the Company’s assessment of the damages sustained to its properties from Hurricane Maria resulted
in a write-off to depreciation expense of $16.0 million, representing the estimated net book value of damaged assets. The
Company also recorded a corresponding receivable and credit to depreciation expense of $16.0 million for estimated property
insurance recoveries related to the write-off. As such, there was no impact to net income during 2017 resulting from these
adjustments. The Company expects to collect property insurance proceeds (net of deductible) equal to the replacement cost of
its damaged property, currently estimated to be approximately $26.0 million. As of December 31, 2017, the Company received
property insurance proceeds of $4.0 million and has a remaining receivable balance of $12.0 million which is included in Other
assets on the Company’s Consolidated Balance Sheets.
67
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company’s business interruption insurance covers lost revenues as a result of the hurricane for a period of up one year.
After the expiration of one year following the loss, the policy has 365 days of extended period of indemnity which provides
business interruption coverage in the event the properties have not fully recovered from the storm. For the year ended December
31, 2017, the Company had a reduction in revenues from rental properties of $3.4 million related to lost tenant revenue and rent
abatements resulting from the impact of Hurricane Maria. During December 2017, the Company received $1.6 million from its
insurance provider for business interruption claims. The Company is still in the process of assessing current and future business
interruption insurance losses and will submit insurance claims for its estimated losses under its business interruption insurance
policy.
4. Real Estate Under Development:
The Company is engaged in various real estate development projects for long-term investment. As of December 31, 2017, the
Company had in progress a total of four real estate development projects and two additional projects held for future development.
The costs incurred to date for these projects are as follows (in thousands):
Property Name
Grand Parkway Marketplace (1)
Dania Pointe
Mill Station
Lincoln Square (2)
Avenues Walk (3)
Promenade at Christiana (4)
Staten Island Plaza (5)
Location
Spring, TX
Dania Beach, FL
Owings Mills, MD
Philadelphia, PA
Jacksonville, FL
New Castle, DE
Staten Island, NY
December 31,
2017
2016
43,403 $
152,841
34,347
90,479
48,573
32,875
-
402,518 $
94,841
107,113
25,119
-
73,048
25,521
9,386
335,028
$
$
(1) During 2017, the Company sold a land parcel at this development project for a sales price of $2.9 million. Additionally, effective as
of September 30, 2017, certain aspects of this development project, aggregating $91.0 million, were placed in service and reclassified
into Land and Building and improvements on the Company’s Consolidated Balance Sheets. The remaining portion relates to the
second phase of this project which is under development.
(2) During 2017, KIM Lincoln, LLC (“KIM Lincoln”), a wholly owned subsidiary of the Company, and Lincoln Square Property, LP
(“Lincoln Member”) entered into a joint venture agreement wherein KIM Lincoln has a 90% controlling interest and Lincoln Member
has a 10% noncontrolling interest. The joint venture acquired land parcels in Philadelphia, PA to be held for development for a gross
purchase price of $10.0 million. Based upon the Company’s intent to develop the property, the Company allocated the gross purchase
price to Real estate under development on the Company’s Consolidated Balance Sheets. This joint venture is accounted for as a
consolidated VIE (see Footnote 9).
(3) Effective April 1, 2017, certain aspects of this development project, aggregating $24.5 million, were placed in service and reclassified
into Land and Building and improvements on the Company’s Consolidated Balance Sheets. The remaining portion of the project
consists of a mixed-use project to be developed in the future.
(4) The Company is assessing the development model for this asset, which may include a mixed-use component, and anticipates a near
term delay in the timing of development. As such, the Company considers this project as land held for future development effective
December 31, 2017.
(5) During 2017, the Company reclassified this project to undeveloped land on the Company’s Consolidated Balance Sheets, as it is no
longer anticipated to be developed by the Company.
During the years ended December 31, 2017 and 2016, the Company capitalized (i) interest of $11.0 million and $6.9 million,
(ii) real estate taxes, insurance and legal costs of $5.7 million and $5.2 million and (iii) payroll of $3.3 million and $1.8 million,
respectively, in connection with these real estate development projects.
During 2016, the Company acquired from its partner the remaining ownership interest in Dania Pointe, which was held in a
joint venture in which the Company has a 55.0% noncontrolling interest for a gross purchase price of $84.2 million. The
Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, no gain on change in control
of interest was recognized as there was no fair value adjustment associated with the Company’s previously held equity interest.
Based upon the Company’s intent to develop the property, the Company allocated the gross purchase price to Real estate under
development on the Company’s Consolidated Balance Sheets.
During 2016, the Company acquired, in separate transactions, three additional land parcels adjacent to two existing development
projects for an aggregate purchase price of $13.8 million.
68
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
5. Dispositions of Real Estate and Assets Held-for-Sale:
Operating Real Estate
The table below summarizes the Company's disposition activity relating to consolidated operating properties and parcels, in
separate transactions (dollars in millions):
Aggregate sales price
Gain on sale, net of tax
Impairment charges
Number of operating properties sold
Number of parcels/out-parcels sold
$
$
$
2017
Year Ended December 31,
2016
2015
352.2 $
93.5 $
17.1 $
25
9
378.7 $
86.8 $
37.2 $
30
2
492.5
143.6
10.2
89
8
Additionally, during 2015, the Company disposed of its remaining operating property in Chile for a sales price of $51.3 million.
This transaction resulted in the release of a cumulative foreign currency translation loss of $19.6 million due to the Company’s
liquidation of its investment in Chile, offset by a gain on sale of $1.8 million, after income tax expense.
Land Sales
During 2016 and 2015, the Company sold six and 13 land parcels, respectively, for an aggregate sales price of $3.9 million and
$31.5 million, respectively. These transactions resulted in an aggregate gain of $1.9 million and $4.3 million, before income
taxes expense and noncontrolling interest for the years ended December 31, 2016 and 2015, respectively. The gains from these
transactions are recorded as other income, which is included in Other (expense)/income, net, in the Company’s Consolidated
Statements of Income.
Held-for-Sale
At December 31, 2017, the Company had three consolidated properties classified as held-for-sale at an aggregate carrying
amount of $22.4 million, net of accumulated depreciation of $16.8 million, which are included in Other assets on the Company’s
Consolidated Balance Sheets. The Company’s determination of the fair value of the properties was based upon executed
contracts of sale with third parties, which are in excess of the carrying values of the properties.
6.
Impairments:
Management assesses on a continuous basis whether there are any indicators, including property operating performance, changes
in anticipated holding period and general market conditions, that the value of the Company’s assets (including any related
amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the
asset would be adjusted to an amount to reflect the estimated fair value of the asset.
The Company has an active capital recycling program which provides for the disposition of certain properties, typically of lesser
quality assets in more undesirable locations. The Company has adjusted the anticipated hold period for these properties and as
a result the Company recognized impairment charges on certain consolidated operating properties (see Footnote 15 of the Notes
to Consolidated Financial Statements for fair value disclosure).
The Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential
transactions and/or the property hold period resulted in the Company recognizing impairment charges for the years ended
December 31, 2017, 2016 and 2015 as follows (in millions):
Impairment of property carrying values* (1) (2) (3)
Impairment of investments in other real estate investments (4)
Impairment of marketable securities and other investments (5)
Total Impairment charges included in operating expenses
$
Impairment of property carrying values included in discontinued operations
Total gross impairment charges
Noncontrolling interests
67.3 $
-
-
67.3
-
67.3
-
93.3 $
-
-
93.3
-
93.3
(0.4)
30.3
5.3
9.8
45.4
0.1
45.5
(5.6)
2017
2016
2015
69
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Income tax benefit
Total net impairment charges
$
-
67.3 $
(21.1)
71.8 $
(9.0)
30.9
* See Footnote 15 of the Notes to Consolidated Financial Statements for additional disclosure on fair value
(1) During 2017, the Company recognized aggregate impairment charges of $67.3 million. These impairment charges consist of (i) $34.0
million related to adjustments to property carrying values for properties which the Company has marketed for sale as part of its active
capital recycling program and as such has adjusted the anticipated hold periods for such properties, (ii) $17.1 million related to the sale of
certain operating properties (as discussed in Footnote 5 of the Notes to Consolidated Financial Statements) and (iii) $16.2 million related
to a property for which the Company has re-evaluated its long-term plan for the property due to unfavorable local market conditions.
(2) During 2016, the Company recognized aggregate impairment charges of $93.3 million, before an income tax benefit of $21.1 million and
noncontrolling interests of $0.4 million, primarily related to sale of certain operating properties, certain properties maintained in the
Company’s TRS for which the hold period was re-evaluated in connection with the Merger (see Footnote 21 of the Notes to Consolidated
Financial Statements for additional disclosure) and adjustments to property carrying values in connection with the Company’s efforts to
market certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated
hold period for such properties.
(3) During 2015, the Company recognized aggregate impairment charges of $30.3 million, before an income tax benefit of $5.4 million and
noncontrolling interests of $5.6 million.
(4) Impairment charges were primarily based upon a review of residual values, sales prices and debt maturity status and the likelihood of
foreclosure of certain underlying properties within the Company’s preferred equity investments during 2015. The Company believed it
would not recover its investment in certain preferred equity investments and as such recorded full impairments on these investments.
(5) During 2015, the Company reviewed the underlying cause of the decline in value of certain cost method investments, as well as the severity
and the duration of the decline and determined that the decline was other-than-temporary. Impairment charges were recognized based upon
the calculation of the investments’ estimated fair value.
In addition to the impairment charges above, the Company recognized pretax impairment charges during 2017, 2016 and 2015
of $4.8 million, $15.0 million, and $22.2 million, respectively, relating to certain properties held by various unconsolidated joint
ventures in which the Company holds noncontrolling interests. These impairment charges are included in Equity in income of
joint ventures, net in the Company’s Consolidated Statements of Income (see Footnote 7 of the Notes to Consolidated Financial
Statements).
The Company will continue to assess the value of its assets on an on-going basis. Based on these assessments, the Company
may determine that one or more of its assets may be impaired and would therefore write-down its carrying basis accordingly.
7.
Investment in and Advances to Real Estate Joint Ventures:
The Company and its subsidiaries have investments in and advances to various real estate joint ventures. These joint ventures
are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases.
The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property
operations. As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity
method of accounting. The table below presents unconsolidated joint venture investments for which the Company held an
ownership interest at December 31, 2017 and 2016 (in millions, except number of properties):
December 31, 2017
December 31, 2016
Venture
Prudential Investment Program (“KimPru” and
“KimPru II”) (1) (2)
Kimco Income Opportunity Portfolio (“KIR”)
(2)
Canada Pension Plan Investment Board
(“CPP”) (2) (3)
Other Joint Venture Programs
Total*
Ownership
Interest
15.0%
48.6%
55.0%
Various
Number of
Properties
The
Company's
Investment
Ownership
Interest
Number of
Properties
The
Company's
Investment
46 $
179.5
15.0%
48 $
182.5
42
154.1
48.6%
45
145.2
4
26
118 $
105.0
55.0%
45.3 Various
483.9
5
37
135 $
111.8
64.7
504.2
* Representing 23.5 million and 26.2 million square feet of GLA as of December 31, 2017 and 2016, respectively.
(1) Represents four separate joint ventures, with four separate accounts managed by Prudential Global Investment Management, three of these
ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II.
70
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(2) The Company manages these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property
management fees, asset management fees and construction management fees.
(3) During the year ended December 31, 2016, the CPP joint venture acquired a property interest adjacent to an existing operating property in
Temecula, CA for a gross purchase price of $27.5 million.
The table below presents the Company’s share of net income for these investments which is included in Equity in income of
joint ventures, net on the Company’s Consolidated Statements of Income (in millions):
KimPru and KimPru II
KIR
CPP
Other Joint Venture Programs (1) (2)
Total
$
$
2017
Year Ended December 31,
2016
2015
13.0 $
36.7
7.2
3.9
60.8 $
16.4 $
44.0
7.7
150.6
218.7 $
7.1
41.0
9.6
422.7
480.4
(1) During the year ended December 31, 2017, the Company recognized a cumulative foreign currency translation loss of $4.8 million due
to the substantial liquidation of the Company’s investments in Canada during 2017.
(2) During the year ended December 31, 2017, a joint venture recognized an impairment charge related to the pending sale of a property, of
which the Company’s share was $3.4 million.
During the year ended December 31, 2017, the Company’s real estate joint ventures disposed of or transferred interest to joint
venture partners in 13 operating properties and a portion of one property, in separate transactions, for an aggregate sales price
of $180.8 million. These transactions resulted in an aggregate net gain to the Company of $7.5 million, before income taxes. In
addition, during 2017, the Company acquired a controlling interest in three operating properties from certain joint ventures, in
separate transactions, with an aggregate gross fair value of $320.1 million. See Footnote 3 of the Notes to Consolidated Financial
Statements for the operating properties acquired by the Company.
During the year ended December 31, 2016, the Company’s real estate joint ventures disposed of or transferred interest to joint
venture partners in 45 operating properties and one land parcel, in separate transactions, for an aggregate sales price of $1.1
billion. These transactions resulted in an aggregate net gain to the Company of $151.2 million, before income taxes. In addition,
during 2016, the Company acquired a controlling interest in nine operating properties and one development project from certain
joint ventures, in separate transactions, with an aggregate gross fair value of $590.1 million. See Footnotes 3 and 4 of the Notes
to Consolidated Financial Statements for the operating properties and development projects acquired by the Company.
During the year ended December 31, 2015, the Company’s real estate joint ventures disposed of or transferred interest to joint
venture partners in 98 operating properties and 11 land parcels, in separate transactions, for an aggregate sales price of $1.8
billion. These transactions resulted in an aggregate net gain to the Company of $380.6 million, before income taxes. In addition,
during 2015, the Company acquired a controlling interest in 43 operating properties from certain joint ventures, in separate
transactions with an aggregate gross fair value of $1.6 billion.
The table below presents debt balances within the Company’s unconsolidated joint venture investments for which the Company
held noncontrolling ownership interests at December 31, 2017 and 2016 (dollars in millions):
December 31, 2017
December 31, 2016
Mortgages
and
Notes
Payable
Weighted
Average
Interest
Rate
Weighted
Average
Remaining
Term
(months)*
Mortgages
and
Notes
Payable
Weighted
Average
Interest
Rate
$
$
625.7
702.0
84.9
287.6
1,700.2
3.59%
4.60%
2.91%
4.41%
59.8 $
47.5
4.0
27.2
$
647.4
746.5
84.8
584.3
2,063.0
Weighted
Average
Remaining
Term
(months)*
67.5
54.9
16.0
23.4
3.07%
4.64%
2.17%
5.40%
Venture
KimPru and KimPru II
KIR
CPP
Other Joint Venture Programs
Total
* Average remaining term includes extensions
71
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Summarized financial information for the Company’s investment and advances in real estate joint ventures is as follows (in
millions):
Assets:
Real estate, net
Other assets
Liabilities and Partners’/Members’ Capital:
Notes payable, net
Mortgages payable, net
Other liabilities
Noncontrolling interests
Partners’/Members’ capital
December 31,
2017
2016
3,402.1 $
208.9
3,611.0 $
233.1 $
1,467.1
52.5
15.5
1,842.8
3,611.0 $
3,741.9
224.6
3,966.5
214.5
1,848.5
82.3
15.9
1,805.3
3,966.5
$
$
$
$
Revenues from rental properties
$
Operating expenses
Impairment charges
Depreciation and amortization
Interest expense
Other (expense)/income, net
Income from continuing operations
Gain on sale of operating properties, net
Net income
$
2017
Year Ended December 31,
2016
2015
516.0 $
(150.7)
(12.9)
(116.1)
(81.9)
(3.0)
151.4
26.0
177.4 $
597.5 $
(178.1)
(38.6)
(138.1)
(117.3)
20.1
145.5
296.2
441.7 $
842.5
(265.9 )
(63.4 )
(191.9 )
(202.8 )
4.4
122.9
1,166.7
1,289.6
Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate
joint ventures totaling $2.1 million and $11.0 million at December 31, 2017 and 2016, respectively. The Company and its
subsidiaries have varying equity interests in these real estate joint ventures, which may differ from their proportionate share of
net income or loss recognized in accordance with GAAP.
The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying
value in these investments. Generally, such investments contain operating properties and the Company has determined these
entities do not contain the characteristics of a VIE. As of December 31, 2017 and 2016, the Company’s carrying value in these
investments was $483.9 million and $504.2 million, respectively.
8. Other Real Estate Investments and Other Assets:
Other Real Estate Investments
Preferred Equity Capital-
The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity
program. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to
its net investment. As of December 31, 2017, the Company’s net investment under the Preferred Equity program was $201.9
million relating to 357 properties, including 344 net leased properties which are accounted for as direct financing leases. For
the year ended December 31, 2017, the Company earned $32.2 million from its preferred equity investments, including $14.8
million of cumulative foreign currency translation gain recognized as a result of the substantial liquidation of the Company’s
investments in Canada during 2017. As of December 31, 2016, the Company’s net investment under the Preferred Equity
program was $193.7 million relating to 365 properties, including 346 net leased properties which are accounted for as direct
financing leases. For the year ended December 31, 2016, the Company earned $27.5 million from its preferred equity
investments, including $10.5 million in profit participation earned from five capital transactions.
As of December 31, 2017, these preferred equity investment properties had non-recourse mortgage loans aggregating $361.0
million. These loans have scheduled maturities ranging from eight months to seven years and bear interest at rates ranging from
4.19% to 10.47%. Due to the Company’s preferred position in these investments, the Company’s share of each investment is
72
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with
its preferred equity investments is limited to its invested capital.
Summarized financial information relating to the Company’s preferred equity investments is as follows (in millions):
Assets:
Real estate, net
Other assets
Liabilities and Partners’/Members’ Capital:
Mortgages payable, net
Other liabilities
Partners’/Members’ capital
December 31,
2017
2016
$
$
$
$
142.3 $
581.2
723.5 $
381.9 $
6.0
335.6
723.5 $
187.0
587.1
774.1
454.7
8.3
311.1
774.1
Revenues from rental properties
$
Operating expenses
Depreciation and amortization
Interest expense
Other expense, net
Income from continuing operations
Gain on sale of properties, net
Net income
$
2017
Year Ended December 31,
2016
2015
75.4 $
(14.7)
(4.6)
(20.4)
(5.9)
29.8
4.3
34.1 $
102.6 $
(27.4)
(6.7)
(26.7)
(11.5)
30.3
5.3
35.6 $
122.1
(35.6 )
(11.4 )
(35.7 )
(9.2 )
30.2
6.0
36.2
Other Assets
Kimsouth (Albertsons) –
Kimsouth Realty Inc. (“Kimsouth”) is a wholly-owned subsidiary of the Company. KRS AB Acquisition, LLC (the “ABS
Venture”) was a subsidiary of Kimsouth that had a combined 14.35% noncontrolling interest (of which the Company held 9.8%
and the two other noncontrolling members in the partnership, including Colony NorthStar, Inc. (“Colony NorthStar”) held a
4.3% ownership interest), in AB Acquisition, LLC (“AB Acquisition”). AB Acquisition was a joint venture which owned
grocery operators Albertsons LLC (“Albertsons”), NAI Group Holdings Inc. (“NAI”) and Safeway Inc. (“Safeway”). The
Company held a controlling interest in the ABS Venture and consolidated this entity. Richard B. Saltzman, a member of the
Board of Directors of the Company, is the chief executive officer and president of Colony NorthStar. As of December 31, 2016,
the ABS Venture was reflected on the Company’s Consolidated Balance Sheets as a gross investment of $205.1 million which
was included in Other assets and $64.9 million which was included in noncontrolling interest.
During June 2017, the Company and ABS Venture received an aggregate cash distribution of $34.6 million from Albertsons, of
which the Company’s combined share was $23.7 million with the remaining $10.9 million distributed to the two noncontrolling
interest members in the ABS Venture. This distribution exceeded the Company’s carrying basis in its Albertson’s investment
and as such was recognized as income and is included in Equity in income from other real estate investments, net on the
Company’s Consolidated Statements of Income.
During December 2017, Albertsons, NAI and Safeway were merged into a single corporate entity Albertsons Companies, Inc.
(“ACI”). In addition, the Company liquidated the ABS Venture, its consolidated partnership with Colony NorthStar and its
other noncontrolling member, which held investments in Albertsons, NAI and Safeway. As a result of these transactions, the
Company now owns 9.74% of the common stock of ACI through two newly formed wholly-owned partnerships and accounts
for this investment on the cost method. The liquidation of the ABS Venture resulted in the elimination of the previous
noncontrolling member’s, including Colony NorthStar’s noncontrolling interest of $64.9 million, and a corresponding
reduction in other assets to reflect the Company’s net investment in ACI of $140.2 million. The Company’s net investment in
ACI is included in Other assets on the Company’s Consolidated Balance Sheets. The previous two noncontrolling members
now own their respective interests in ACI directly and are no longer in a joint venture partnership with the Company.
73
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
On February 20, 2018, ACI announced the execution of a definitive merger agreement under which ACI will acquire all the
outstanding shares of Rite Aid Corp. (NYSE: RAD). This agreement is subject to customary closing conditions.
9. Variable Interest Entities (“VIE”):
Included within the Company’s consolidated operating properties at December 31, 2017, are 24 consolidated entities that are
VIEs, for which the Company is the primary beneficiary. These entities have been established to own and operate real estate
property. The Company’s involvement with these entities is through its majority ownership and management of the properties.
The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the
general or managing partner by a vote of a simple majority or less and they do not have substantive participating rights. The
Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At
December 31, 2017, total assets of these VIEs were $1.2 billion and total liabilities were $383.5 million.
The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has not
provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists
primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to
operate the entity and any operating cash shortfalls that the entity may experience.
Additionally, included within the Company’s real estate development projects at December 31, 2017, are three consolidated
entities that are VIEs, for which the Company is the primary beneficiary. These entities have been established to develop real
estate properties to hold as long-term investments. The Company’s involvement with these entities is through its majority
ownership and management of the properties. These entities were deemed VIEs primarily because the equity investments at risk
are not sufficient to permit the entities to finance their activities without additional financial support. The initial equity
contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by
the partners throughout the construction period. The Company determined that it was the primary beneficiary of these VIEs as
a result of its controlling financial interest. At December 31, 2017, total assets of these real estate development VIEs were
$307.9 million and total liabilities were $34.2 million.
Substantially all the projected remaining development costs to be funded for these real estate development projects, aggregating
$147.7 million, will be funded with capital contributions from the Company, when contractually obligated. The Company has
not provided financial support to these VIEs that it was not previously contractually required to provide.
All liabilities of these VIEs are non-recourse to the Company (“VIE Liabilities”). Of the 27 total VIEs, 22 are unencumbered
and the assets of these VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining five VIEs are
encumbered by third party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”)
are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding
liabilities of the VIE. The classification of the Restricted Assets and VIE Liabilities on the Company’s Consolidated Balance
Sheets are as follows (in millions):
Restricted Assets:
Real estate, net
Cash and cash equivalents
Accounts and notes receivable, net
Other assets
Total Restricted Assets
VIE Liabilities:
Mortgages payable, net
Other liabilities
Total VIE Liabilities
10. Mortgages and Other Financing Receivables:
December 31,
2017
December 31,
2016
$
$
$
$
627.5 $
9.8
3.2
4.5
645.0 $
340.9 $
76.8
417.7 $
326.9
3.8
1.6
1.4
333.7
138.6
37.6
176.2
The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by
the Company. For a complete listing of the Company’s mortgages and other financing receivables at December 31, 2017, see
Financial Statement Schedule IV included in this annual report on Form 10-K.
74
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following table reconciles mortgage loans and other financing receivables from January 1, 2015 to December 31, 2017 (in
thousands):
Balance at January 1,
Additions:
New mortgage loans
Foreign currency translation
Amortization of loan discounts
Deductions:
Loan repayments
Charge off/foreign currency translation
Collections of principal
Amortization of loan costs
Balance at December 31,
$
2017
2016
2015
$
23,197 $
23,824 $
74,013
-
385
112
-
(449)
(1,405)
(2)
21,838 $
-
397
112
-
(213)
(921)
(2)
23,197 $
5,730
-
112
(53,646)
(884)
(1,499)
(2)
23,824
The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2017, the
Company had a total of 11 loans, all of which were identified as performing loans.
11. Marketable Securities:
The amortized cost and gross unrealized gains/(losses) of securities available-for-sale and held-to-maturity at December 31,
2017 and 2016, are as follows (in thousands):
Available-for-sale:
Equity securities
Held-to-maturity:
Debt securities
Total marketable securities
Available-for-sale:
Equity securities
Held-to-maturity:
Debt securities
Total marketable securities
Amortized Cost
December 31, 2017
Gross Unrealized
Losses
Total
$
$
13,072 $
(1,136 ) $
11,936
1,329
14,401 $
-
(1,136 ) $
1,329
13,265
Amortized Cost
December 31, 2016
Gross Unrealized
Gains
Total
$
$
6,096 $
1,599
7,695 $
406 $
-
406 $
6,502
1,599
8,101
During 2017, the Company acquired available-for-sale marketable equity securities for an aggregate purchase price of $9.8
million.
During 2015, the Company received $76.2 million in proceeds from the sale or redemption of certain marketable securities and
recognized $39.9 million of realizable gains.
As of December 31, 2017, the contractual maturities of debt securities classified as held-to-maturity are within the next five
years. Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or
without prepayment penalties.
12. Notes Payable:
As of December 31, 2017 and 2016 the Company’s Notes payable, net consisted of the following (dollars in millions):
75
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Carrying
Amount at
December 31,
2016
Interest Rate at
December 31,
Senior Unsecured Notes
Credit Facility
Medium Term Notes (“MTN”)
Term Loan
Deferred financing costs, net
2017
8.0
2017
$4,650.0 $3,400.0 2.70% -
(a)
-
-
n/a
3.70%*
25.0
- 300.0
- 250.0
(47.7)
$4,596.1 $3,927.3
(61.9)
6.88%
6.88%
2.70%
2016
-
(a)
4.30%
(b)
n/a
3.58%*
Maturity Date at
December 31, 2017
Oct-2019 – Sep-2047
Mar-2021
n/a
n/a
n/a
* Weighted-average interest rate
(a) During February 2017, the Company repaid the outstanding balance on the Company’s $1.75 billion credit facility and terminated the
agreement. Interest rate was equal to LIBOR plus 0.925% (1.67% at December 31, 2016). The Company then closed on a $2.25 billion
unsecured revolving credit facility which is scheduled to mature in March 2021, with two additional six-month options to extend the
maturity date, and accrues interest at a rate of LIBOR plus 0.875% (2.28% at December 31, 2017).
(b) During January 2017, the Company repaid the remaining $250.0 million balance and terminated the agreement. Interest rate was equal to
LIBOR plus 0.95% (1.60% at December 31, 2016).
During the years ended December 31, 2017 and 2016, the Company issued the following Senior Unsecured Notes (dollars in
millions):
Date Issued
Aug-17
Aug-17
Mar-17
Nov-16
Nov-16
Aug-16
May-16
Maturity Date
Feb-25
Sep-47
Apr-27
Mar-24
Dec-46
Oct-26
Apr-45
Amount Issued
500.0
$
350.0
$
400.0
$
400.0
$
350.0
$
500.0
$
150.0
$
Interest Rate
3.30%
4.45%
3.80%
2.70%
4.125%
2.80%
4.25%
During the years ended December 31, 2017 and 2016, the Company repaid the following notes (dollars in millions):
Type
MTN (1)
Term Loan
Canadian Notes Payable (2)
Senior Unsecured Note (3)
MTN
Date Paid
Aug-17 & Nov-17
Jan-17
Aug-16
Aug-16
Mar-16
$
$
$
$
$
Amount Repaid
(USD)
300.0
250.0
270.9
290.9
300.0
Interest Rate
4.300%
LIBOR + 0.95%
(2)
5.700%
5.783%
Maturity Date
Feb-18
Jan-17
(2)
May-17
Mar-16
(1) On August 1, 2017, the Company made a tender offer to purchase any and all of these MTN notes outstanding. As a result, the
Company accepted the tender of $211.0 million of its $300.0 million outstanding MTN notes on August 10, 2017. In connection
with this tender offer, the Company recorded a tender premium of $1.8 million resulting from the partial repayment of the MTN
notes. In addition, in November 2017, the Company redeemed the remaining $89.0 million outstanding MTN notes.
(2) On August 26, 2016, the redemption date, the Company repaid (i) its Canadian denominated (“CAD”) $150.0 million 5.99% notes,
which were scheduled to mature in April 2018 and (ii) its CAD $200.0 million 3.855% notes, which were scheduled to mature in
August 2020. The Company recorded aggregate early extinguishment of debt charges of CAD $34.1 million (USD $26.3 million)
resulting from the early repayment of these notes.
(3) The Company recorded an early extinguishment of debt charge of $10.2 million resulting from the early repayment of this note.
The scheduled maturities of all unsecured notes payable excluding unamortized debt issuance costs of $61.9 million, as of
December 31, 2017, were as follows (in millions):
Principal payments $
- $
300.0 $
- $
508.0 $
2018
2019
2020
2021
2022
Thereafter Total
3,350.0 $
4,658.0
500.0 $
The Company’s supplemental indentures governing its Senior Unsecured Notes contain covenants whereby the Company is
subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt
service coverage ratios and minimum equity levels, (b) certain debt service ratios and (c) certain asset to debt ratios. In addition,
76
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
the Company is restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations,
as defined, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend;
however, this dividend limitation does not apply to any distributions necessary to maintain the Company's qualification as a
REIT providing the Company is in compliance with its total leverage limitations. The Company was in compliance with all of
the covenants as of December 31, 2017.
Interest on the Company’s fixed-rate Senior Unsecured Notes is payable semi-annually in arrears. Proceeds from these issuances
were primarily used for the acquisition of shopping centers, the expansion and improvement of properties in the Company’s
portfolio and the repayment of certain debt obligations of the Company.
Credit Facility
In February 2017, the Company closed on a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a group
of banks, which is scheduled to expire in March 2021, with two additional six-month options to extend the maturity date, at the
Company’s discretion, to March 2022. This Credit Facility, which accrues interest at a rate of LIBOR plus 87.5 basis points
(2.28% as of December 31, 2017), can be increased to $2.75 billion through an accordion feature. The Credit Facility replaced
the Company’s $1.75 billion unsecured revolving credit facility that was scheduled to mature in March 2018. In addition, the
Credit Facility includes a $500.0 million sub-limit which provides the Company the opportunity to borrow in alternative
currencies including Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit
Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios
on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. As of December 31, 2017, the Credit
Facility had a balance of CAD 10.0 million (USD $8.0 million) outstanding and $0.5 million appropriated for letters of credit.
Term Loan
The Company had a $650.0 million unsecured term loan (“Term Loan”) which was scheduled to mature in January 2017, with
three one-year extension options at the Company’s discretion. The Term Loan accrued interest at LIBOR plus 95 basis points.
During November 2016, the Company repaid $400.0 million of borrowings under the Company’s Term Loan and in January
2017, the Company repaid the remaining $250.0 million balance and terminated the agreement.
13. Mortgages Payable:
Mortgages payable, collateralized by certain shopping center properties (see Financial Statement Schedule III included in this
annual report on Form 10-K) and related tenants' leases, are generally due in monthly installments of principal and/or interest.
As of December 31, 2017 and 2016, the Company’s Mortgages payable, net consisted of the following (in millions):
Interest Rate at
December 31,
Carrying
Amount at
December 31,
2017 2016
$ 867.1 $1,114.4 2.60% - 9.75%
27.7
(3.0)
$ 882.8 $1,139.1
n/a
n/a
4.57%*
19.3
(3.6)
2017
Maturity Date at
December 31, 2017
Jan-2018 – Aug-2031
n/a
n/a
2016
1.91% - 9.41%
n/a
n/a
4.94%*
Mortgages payable
Fair value debt adjustments, net
Deferred financing costs, net
* Weighted-average interest rate
During 2017, the Company (i) assumed/consolidated $257.5 million of individual non-recourse mortgage debt (including a fair
market value adjustment of $8.5 million) related to two operating properties, (ii) paid off $692.9 million of mortgage debt
(including fair market value adjustments of $5.8 million) that encumbered 27 operating properties and (iii) obtained a $206.0
million non-recourse mortgage relating to one operating property.
During 2016, the Company (i) assumed $289.0 million of individual non-recourse mortgage debt relating to the acquisition of
10 properties, including $4.3 million associated with fair value debt adjustments and (ii) paid off $703.0 million of mortgage
debt (including fair market value adjustment of $2.1 million) that encumbered 47 operating properties. In connection with the
early prepayment of certain of these mortgages, the Company recorded an early extinguishment of debt charge of $9.2 million.
Additionally, during 2016, the Company disposed of an encumbered property through foreclosure. This transaction resulted in
a net decrease in mortgage debt of $25.6 million (including fair market value adjustment of $0.4 million) and a gain on
77
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
forgiveness of debt of $3.1 million, which is included in Other (expense)/income, net in the Company’s Consolidated Statements
of Income.
The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable,
excluding unamortized fair value debt adjustments and unamortized debt issuance costs, as of December 31, 2017, were as
follows (in millions):
Principal payments
$
98.4 $
115.7 $
136.4 $
145.4 $
140.6 $
230.6 $
867.1
2018
2019
2020
2021
2022
Thereafter
Total
14. Noncontrolling Interests:
Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a
result of having a controlling interest or determined that the Company was the primary beneficiary of a VIE in accordance with
the provisions of the FASB’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in
accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The
Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance
Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented
separately on the Company’s Consolidated Statements of Income. During the year ended December 31, 2017, there were
various acquisitions and dispositions/liquidations of entities that had an impact on noncontrolling interest. See Footnotes 3, 4,
and 8 of the Notes to Consolidated Financial Statements for additional information regarding specific transactions.
Included within noncontrolling interests are units that were determined to be contingently redeemable that are classified as
Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholder’s equity
on the Company’s Consolidated Balance Sheets.
The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years ended
December 31, 2017 and 2016 (in thousands):
Balance at January 1,
Issuance of redeemable partnership interests (1)
Income (2)
Redemption/conversion of redeemable units (3)
Distributions
Balance at December 31,
2017
2016
$
$
86,953 $
10,000
1,297
(79,569)
(2,538)
16,143 $
86,709
-
4,349
-
(4,105)
86,953
(1) During 2017, KIM Lincoln, a wholly owned subsidiary of the Company, and Lincoln Member entered into a joint venture agreement
wherein KIM Lincoln has a 90% controlling interest and Lincoln Member has a 10% noncontrolling interest (See Footnote 4 of the
Notes to Consolidated Financial Statements).
(2) Includes $1.0 million in fair market value remeasurement for the year ended December 31, 2017.
(3) During 2017, the Company redeemed the remaining 79,642,697 Preferred A Units for a total redemption price of $79.9 million,
including an accrued preferred return of $0.4 million. These units, which had a par value of $1.00 and return per annum of 5.0%, were
issued along with Puerto Rico shopping center acquisitions discussed below.
The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired partially
through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests
related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value
adjustment of $15.1 million (collectively, the "Units"). Noncontrolling interests relating to the remaining units were $5.2 million
and $86.2 million as of December 31, 2017 and 2016, respectively. The Units, related annual cash distribution rates and related
conversion features consisted of the following as of December 31, 2017:
Type
Par Value
Per Unit
Number of Units
Remaining
Class B-1 Preferred Units (1)
Class B-2 Preferred Units (2)
Class C DownReit Units (1)
$
$
$
10,000
10,000
30.52
189
42
Return Per Annum
7.0%
7.0%
52,797 Equal to the Company’s common stock dividend
78
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(1) These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock, based upon
the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the Company’s
Consolidated Balance Sheets.
(2) These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling interests
on the Company’s Consolidated Balance Sheets.
The Company owns a shopping center located in Bay Shore, NY, which was acquired in 2006 with the issuance of 647,758
redeemable Class B Units at a par value of $37.24 per unit. The units accrue a return equal to the Company’s common stock
dividend and are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a
ratio of 1:1. These units are callable by the Company any time after April 3, 2026, and are included in Noncontrolling interests
on the Company’s Consolidated Balance Sheets. During 2007, 30,000 units, or $1.1 million par value, of the Class B Units were
redeemed and at the Company’s option settled in cash. In addition, during 2017, 25,000 units, or $0.9 million par value, of
the Class B Units were redeemed and at the Company’s option settled in cash. As of December 31, 2017 and 2016,
noncontrolling interest relating to the remaining Class B Units was $25.4 million and $26.5 million, respectively.
Noncontrolling interests also includes 138,015 convertible units issued during 2006 by the Company, which were valued at $5.3
million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in
Albany, NY. These units are currently redeemable at the option of the holder for cash or at the option of the Company for the
Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal to the dividend rate of the Company’s
common stock. The Company was restricted from disposing of these assets, other than through a tax-free transaction, through
January 2017.
15. Fair Value Disclosure of Financial Instruments:
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in
management’s estimation, based upon an interpretation of available market information and valuation methodologies,
reasonably approximate their fair values except those listed below, for which fair values are disclosed. The valuation method
used to estimate fair value for fixed-rate and variable-rate debt is based on discounted cash flow analyses, with assumptions that
include credit spreads, market yield curves, trading activity, loan amounts and debt maturities. The fair values for marketable
securities are based on published values, securities dealers’ estimated market values or comparable market sales. Such fair value
estimates are not necessarily indicative of the amounts that would be realized upon disposition.
As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements
and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on
market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and
2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs
classified within Level 3 of the hierarchy).
The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in
thousands):
Notes payable (1)
Mortgages payable (2)
$
$
December 31,
2017
2016
Carrying
Amounts
Estimated
Fair Value
Carrying
Amounts
Estimated
Fair Value
4,596,140 $
4,601,479 $
3,927,251 $
3,890,797
882,787 $
881,427 $
1,139,117 $
1,141,047
(1) The Company determined that the valuation of its Senior Unsecured Notes and MTN notes were classified within Level 2 of
the fair value hierarchy and its Term Loan and Credit Facility were classified within Level 3 of the fair value hierarchy. The
estimated fair value amounts classified as Level 2 as of December 31, 2017 and 2016, were $4.6 billion and $3.6 billion,
respectively. The estimated fair value amounts classified as Level 3 as of December 31, 2017 and 2016, were $1.9 million and
$272.5 million, respectively.
(2) The Company determined that its valuation of these Mortgages payable was classified within Level 3 of the fair value
hierarchy.
The Company has certain financial instruments that must be measured under the FASB’s Fair Value Measurements and
Disclosures guidance, including available for sale securities. The Company currently does not have non-financial assets and
non-financial liabilities that are required to be measured at fair value on a recurring basis.
79
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value
hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level
input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a
particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or
liability.
The Company from time to time has used interest rate swaps to manage its interest rate risk. The fair values of interest rate
swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments)
and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an
expectation of future interest rates (forward curves) derived from observable market interest rate curves. Based on these inputs,
the Company has determined that interest rate swap valuations are classified within Level 2 of the fair value hierarchy.
The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis as of
December 31, 2017 and 2016, aggregated by the level in the fair value hierarchy within which those measurements fall (in
thousands):
Balance at
December 31, 2017 Level 1
Level 2
Level 3
Assets:
Marketable equity securities
Liabilities:
Interest rate swaps
$
$
11,936 $
11,936 $
- $
344 $
- $
344 $
Balance at
December 31, 2016 Level 1
Level 2
Level 3
Assets:
Marketable equity securities
Liabilities:
Interest rate swaps
$
$
6,502 $
6,502 $
- $
975 $
- $
975 $
-
-
-
-
Assets measured at fair value on a non-recurring basis at December 31, 2017 and 2016 are as follows (in thousands):
Balance at
December 31, 2017 Level 1
Level 2
Level 3
Real estate
$
108,313 $
- $
- $ 108,313
Balance at
December 31, 2016 Level 1
Level 2
Level 3
Real estate
$
117,930 $
- $
- $ 117,930
During the year ended December 31, 2017, the Company recognized impairment charges related to adjustments to property
carrying values of $67.3 million. The Company’s estimated fair values of these properties were primarily based upon estimated
sales prices from (i) signed contracts or letters of intent from third party offers or (ii) discounted cash flow models. The Company
does not have access to the unobservable inputs used to determine the estimated fair values of third party offers. For the
discounted cash flow models, the capitalization rates primarily range from 8.50% to 9.50% and discount rates primarily range
from 9.00% to 10.50% which were utilized in the models based upon unobservable rates that the Company believes to be within
a reasonable range of current market rates for each respective investment. Based on these inputs, the Company determined that
its valuation of these investments was classified within Level 3 of the fair value hierarchy.
During the year ended December 31, 2016, the Company recognized impairment charges related to adjustments to property
carrying values of $93.3 million. The Company’s estimated fair values were primarily based upon estimated sales prices from
third party offers that were based on signed contracts, appraisals or letters of intent for which the Company does not have access
to the unobservable inputs used to determine these estimated fair values. For the appraisals, the capitalization rates primarily
range from 7.75% to 9.00% and discount rates primarily range from 9.25% to 12.17% which were utilized in the models based
upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective
80
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
investment. Based on these inputs, the Company determined that its valuation of these investments was classified within Level
3 of the fair value hierarchy.
The property carrying value impairment charges resulted from the Company’s efforts to market certain assets and management’s
assessment as to the likelihood and timing of such potential transactions.
16. Preferred Stock, Common Stock and Convertible Unit Transactions:
Preferred Stock
The Company’s outstanding Preferred Stock is detailed below (in thousands, except share information and par values):
Class of
Preferred
Stock
Shares
Authorized
Shares
Issued and
Outstanding
As of December 31, 2017
Liquidation
Preference
(in
thousands)
Dividend
Rate
Annual
Dividend per
Depositary
Share
Par
Value
Class I
Class J
Class K
Class L
Class M
18,400
9,000
8,050
10,350
10,580
7,000 $
9,000
7,000
9,000
9,200
175,000 6.000% $
225,000 5.500% $
175,000 5.625% $
225,000 5.125% $
230,000 5.250% $
41,200 $ 1,030,000
1.50000 $
1.37500 $
1.40625 $
1.28125 $
1.31250 $
1.00
1.00
1.00
1.00
1.00
Class of
Preferred
Stock
Shares
Authorized
Shares
Issued and
Outstanding
As of December 31, 2016
Liquidation
Preference
(in
thousands)
Dividend
Rate
Annual
Dividend per
Depositary
Share
Par
Value
Class I
Class J
Class K
18,400
9,000
8,050
16,000 $
9,000
7,000
32,000 $
400,000 6.000% $
225,000 5.500% $
175,000 5.625% $
800,000
1.50000 $
1.37500 $
1.40625 $
1.00
1.00
1.00
Optional
Redemption
Date
3/20/2017
7/25/2017
12/7/2017
8/16/2022
12/20/2022
Optional
Redemption
Date
3/20/2017
7/25/2017
12/7/2017
The following Preferred Stock classes were issued during the year ended December 31, 2017:
Class of
Preferred Stock
Class L
Class M
Date
Issued
8/16/2017
12/20/2017
Depositary
Shares
Issued
9,000,000
9,200,000
Fractional
Interest per
Share
1/1000
1/1000
Net Proceeds,
Before Expenses
(in millions)
Offering
Price
$
$
218.1
222.8
25.00
25.00
During January 2018, the underwriting financial institutions for the Class M issuance elected to exercise the over-allotment
option and as a result, the Company issued an additional 1,380,000 Class M Depositary Shares, each representing a one-
thousandth fractional interest in a share of the Company's 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par
value per share. The Company received net proceeds before expenses of $33.4 million from this offering.
The following Preferred Stock classes were redeemed or partially redeemed during the years ended December 31, 2017, 2016
and 2015:
Classes of
Preferred Stock
Class I (2)
Class H
Redemption
Date
9/6/2017
11/25/2015
Depositary
Shares
Redeemed
9,000,000
7,000,000
Redemption
Price
Redemption
Amount
(in millions)
Redemption
Charges (in
millions) (1)
$
$
25.00 $
25.00 $
225.0 $
175.0 $
7.0
5.8
(1) Redemption charges resulting from the difference between the redemption amount and the carrying amount of the respective
preferred stock class on the Company’s Consolidated Balance Sheets are accounted for in accordance with the FASB’s guidance
81
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
on Distinguishing Liabilities from Equity. These charges were subtracted from net income/(loss) attributable to the Company to
arrive at net income/(loss) available to the Company’s common shareholders and used in the calculation of earnings per share.
(2) The Company partially redeemed 9,000,000 depositary shares of its issued and outstanding Class I Preferred Stock, representing
56.25% of the issued and outstanding Class I Preferred Stock.
The Company’s Preferred Stock Depositary Shares for all classes are not convertible or exchangeable for any other property or
securities of the Company.
Voting Rights - The Class I, J, K, L and M Preferred Stock rank pari passu as to voting rights, priority for receiving dividends
and liquidation preference as set forth below.
As to any matter on which the Class I, J, K, L or M Preferred Stock may vote, including any actions by written consent, each
share of the Class I, J, K, L or M Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed
separately by the holder thereof. With respect to each share of Class I, J, K, L or M Preferred Stock, the holder thereof may
designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per
share of Class I, J, K, L, or M Preferred Stock). As a result, each Class I, J, K, L or M Depositary Share is entitled to one vote.
Liquidation Rights
In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to
be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of
$25,000.00 Class I Preferred Stock per share, $25,000.00 Class J Preferred Stock per share, $25,000.00 Class K Preferred Stock
per share, $25,000.00 Class L Preferred Stock per share and $25,000.00 Class M Preferred Stock per share ($25.00 per each
Class I, Class J, Class K, Class L and Class M Depositary Share), plus an amount equal to any accrued and unpaid dividends to
the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital
stock that ranks junior to the preferred stock as to liquidation rights.
Common Stock
During February 2018, the Company’s Board of Directors authorized a share repurchase program, pursuant to which the
Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up
to $300.0 million.
During February 2015, the Company established an at the market continuous offering program (the “ATM program”), which is
effective for a term of three years, pursuant to which the Company may offer and sell shares of its common stock, par value
$0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents.
Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule
415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange (the
“NYSE”) or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii)
as otherwise agreed to with the applicable sales agent. During the year ended December 31, 2016, the Company issued 9,806,377
shares and received proceeds of $285.2 million, net of commissions and fees of $2.9 million. The Company did not offer for
sale any shares of common stock under the ATM program during the year ended December 31, 2017. As of December 31, 2017,
the Company had $211.9 million available under this ATM program.
The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common
shares relating to the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open
market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s
liquidity requirements, contractual restrictions and other factors. During 2017, 2016 and 2015, the Company repurchased
232,304 shares, 257,477 shares and 179,696 shares, respectively, relating to common shares surrendered to the Company to
satisfy statutory minimum tax withholding obligations relating to the vesting of restricted stock awards under the Company’s
equity-based compensation plans.
Convertible Units
The Company has various types of convertible units that were issued in connection with the purchase of operating properties
(see Footnote 14 of the Notes to Consolidated Financial Statements). The amount of consideration that would be paid to
unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if
the termination of these consolidated subsidiaries occurred on December 31, 2017, is $18.3 million. The Company has the
82
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle
in common stock, the unit holders would receive 1.0 million shares of common stock.
17. Supplemental Schedule of Non-Cash Investing/Financing Activities:
The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended
December 31, 2017, 2016 and 2015 (in thousands):
Acquisition of real estate interests by assumption of mortgage debt
Acquisition of real estate interests through proceeds held in escrow
Proceeds deposited in escrow through sale of real estate interests
Disposition of real estate interests by assignment of debt
Disposition of real estate interests through the issuance of mortgage
receivable
Disposition of real estate interests by foreclosure of debt
Forgiveness of debt due to foreclosure
Capital expenditures accrual
Issuance of common stock
Surrender of restricted common stock
Declaration of dividends paid in succeeding period
Change in noncontrolling interest due to liquidation of partnership
Deemed contribution from noncontrolling interest
Consolidation of Joint Ventures:
Increase in real estate and other assets
Increase in mortgages payable, other liabilities and
noncontrolling interests
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
18. Transactions with Related Parties:
2017
2016
2015
45,299 $
162,396 $
162,396 $
- $
- $
- $
- $
74,123 $
- $
(5,699) $
128,892 $
64,948 $
10,000 $
33,174 $
66,044 $
66,044 $
- $
- $
22,080 $
26,000 $
38,044 $
85 $
(7,008) $
124,517 $
- $
- $
84,699
89,504
71,623
47,742
5,730
-
-
22,967
493
(5,682)
115,182
-
-
325,981 $
407,813 $
1,039,335
258,626 $
268,194 $
750,135
The Company provides management services for shopping centers owned principally by affiliated entities and various real estate
joint ventures in which certain stockholders of the Company have economic interests. Such services are performed pursuant to
management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct
costs incurred in connection with management of the centers. Substantially all of the Management and other fee income on the
Company’s Consolidated Statements of Income constitute fees earned from affiliated entities. Reference is made to Footnotes
3, 7 and 8 of the Notes to Consolidated Financial Statements for additional information regarding transactions with related
parties.
Ripco
Ripco Real Estate Corp. (“Ripco”) business activities include serving as a leasing agent and representative for national and
regional retailers including Target, Best Buy, Kohl’s and many others, providing real estate brokerage services and principal
real estate investing. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Milton Cooper, Executive Chairman of
the Board of Directors of the Company. During 2017, 2016 and 2015, the Company paid brokerage commissions of $0.4 million,
$0.2 million and $0.6 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants
in shopping center properties owned by the Company.
ProHEALTH
ProHEALTH is a multi-specialty physician group practice offering one-stop health care. ProHEALTH’s CEO, Dr. David
Cooper, M.D. is a son of Milton Cooper, Executive Chairman of the Board of Directors of the Company, and the father of Ross
Cooper, President and Chief Investment Officer of the Company. ProHEALTH and/or its affiliates (“ProHEALTH”) have
leasing arrangements with the Company whereby two consolidated property locations are currently under lease. Total annual
base rent for these properties leased to ProHEALTH for each of the years ended December 31, 2017, 2016 and 2015 aggregated
to $0.4 million.
Colony NorthStar
During January 2015, Colony Capital, Inc. (predecessor to Colony NorthStar) and affiliates contributed $100.0 million, to the
ABS Venture, which was subsequently contributed to AB Acquisition to facilitate the acquisition of all of the outstanding shares
83
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
of Safeway. The ABS Venture held a combined 14.35% interest in AB Acquisition, of which the Company held a combined
9.8% ownership interest, Colony NorthStar held a 4.3% ownership interest and an unrelated third party held a 0.25% ownership
interest. Richard B. Saltzman, a member of the Board of Directors of the Company, is the chief executive officer and president
of Colony NorthStar.
During December 2017, the AB Acquisition structure was reorganized such that all interests in Albertsons, NAI and Safeway
are owned by a single new corporation, ACI. In connection with this transaction, the ABS Venture was dissolved and the equity
interests were distributed to the owning entities. As such, the Company now owns 9.74% of the common stock of ACI through
two newly formed, wholly-owned partnerships. The Company’s previous two noncontrolling members, including Colony
NorthStar, now own their respective interests directly and are no longer in a joint venture with the Company (see Footnote 8 of
the Notes to Consolidated Financial Statements).
19. Commitments and Contingencies:
Operations
The Company and its subsidiaries are primarily engaged in the operation of shopping centers that are either owned or held under
long-term leases that expire at various dates through 2109. The Company and its subsidiaries, in turn, lease premises in these
centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual
minimum rentals plus incremental rents based on operating expense levels and tenants' sales volumes. Annual minimum rentals
plus incremental rents based on operating expense levels and percentage rents comprised 98% of total revenues from rental
properties for each of the three years ended December 31, 2017, 2016 and 2015.
The minimum revenues from rental properties under the terms of all non-cancelable tenant leases for future years, assuming no
new or renegotiated leases are executed for such premises, are as follows (in millions):
Minimum revenues
$
875.5 $
820.3 $
735.4 $
643.6 $
2018
2019
2020
2021
2022
Thereafter
2,683.2
536.3 $
Base rental revenues from rental properties are recognized on a straight-line basis over the terms of the related leases. The
difference between the amount of rental income contracted through leases and rental income recognized on a straight-line basis
before allowances for the years ended December 31, 2017, 2016 and 2015 was $15.7 million, $16.5 million and $14.8 million,
respectively.
Minimum rental payments to be made by the Company under the terms of all non-cancelable operating ground leases for future
years are as follows (in millions):
Minimum rental payments $
9.1 $
9.1 $
8.6 $
8.6 $
2018
2019
2020
2021
2022
Thereafter
138.5
8.5 $
Letters of Credit
The Company has issued letters of credit in connection with the completion and repayment guarantees for loans encumbering
certain of the Company’s development and redevelopment projects and guaranty of payment related to the Company’s insurance
program. At December 31, 2017, these letters of credit aggregated $40.4 million.
Other
In connection with the construction of its development and redevelopment projects and related infrastructure, certain public
agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These
bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2017, there were $20.0 million
in performance and surety bonds outstanding.
The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management
believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of
operations or liquidity of the Company as of December 31, 2017.
84
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
20. Incentive Plans:
The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which
requires that all share based payments to employees, including grants of employee stock options, restricted stock and
performance shares, be recognized in the Statement of Income over the service period based on their fair values. Fair value is
determined, depending on the type of award, using either the Monte Carlo method for performance shares or the Black-Scholes
option pricing formula, both of which are intended to estimate the fair value of the awards at the grant date. Fair value of
restricted shares is calculated based on the price on the date of grant.
The Company recognized expense associated with its equity awards of $21.6 million, $19.1 million and $18.5 million, for the
years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, the Company had $27.5 million of
total unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to
be recognized over a weighted-average period of 2.7 years. The Company had 10,410,343, 10,015,040 and 9,095,416 shares of
the Company’s common stock available for issuance under the Plans at December 31, 2017, 2016 and 2015, respectively.
Stock Options
During 2017, 2016 and 2015, the Company did not grant any stock options. Information with respect to stock options outstanding
under the Plan for the years ended December 31, 2017, 2016 and 2015 are as follows:
Options outstanding, January 1, 2015
Exercised
Forfeited
Options outstanding, December 31, 2015
Exercised
Forfeited
Options outstanding, December 31, 2016
Exercised
Forfeited
Options outstanding, December 31, 2017
Options exercisable (fully vested) -
December 31, 2015
December 31, 2016
December 31, 2017
Weighted-
Average
Exercise Price
Per Share
Aggregate
Intrinsic Value
(in millions)
30.23 $
18.36 $
32.55
31.09 $
18.03 $
39.69
32.09 $
18.20 $
35.91
27.81 $
32.90 $
32.56 $
27.81 $
29.8
7.4
27.4
12.4
12.1
3.4
-
20.0
11.3
4.0
Shares
11,893,761 $
(1,019,240) $
(1,862,080) $
9,012,441 $
(1,167,819) $
(1,830,893) $
6,013,729 $
(83,863) $
(2,464,920) $
3,464,946 $
7,617,882 $
5,144,416 $
3,464,946 $
The exercise price per share for options outstanding as of December 31, 2017 ranges from $11.54 to $40.79. The Company
estimates forfeitures based on historical data. The weighted-average remaining contractual life for options outstanding as of
December 31, 2017 was 2.3 years. The weighted-average remaining contractual term of options currently exercisable as of
December 31, 2017, was 2.3 years. As of December 31, 2017, all of the Company’s outstanding options were vested. Cash
received from options exercised under the Plan was $1.5 million, $21.1 million and $18.7 million for the years ended December
31, 2017, 2016 and 2015, respectively.
Restricted Stock
Information with respect to restricted stock under the Plan for the years ended December 31, 2017, 2016 and 2015 are as follows:
Restricted stock outstanding as of January 1,
Granted (1)
Vested
Forfeited
Restricted stock outstanding as of December 31,
2017
2016
2015
1,930,732
646,142
(783,872)
(15,573)
1,777,429
1,712,534
756,530
(520,539)
(17,793)
1,930,732
1,911,145
729,160
(875,202)
(52,569)
1,712,534
85
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(1) The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2017, 2016 and 2015
were $25.04, $26.15 and $25.98, respectively.
Restricted shares have the same voting rights as the Company’s common stock and are entitled to a cash dividend per share
equal to the Company’s common dividend which is taxable as ordinary income to the holder. For the years ended December 31,
2017, 2016 and 2015, the dividends paid on unvested restricted shares were $2.4 million, $2.2 million, and $1.8 million,
respectively.
Performance Shares
Information with respect to performance share awards under the Plan for the years ended December 31, 2017, 2016 and 2015 are
as follows:
Performance share award outstanding as of January 1,
Granted (1)
Vested (2)
Performance share award outstanding as of December 31,
2017
2016
2015
197,249
135,780
(97,079)
235,950
202,754
100,170
(105,675)
197,249
114,268
145,620
(57,134)
202,754
(1) The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2017, 2016 and
2015 were $23.35, $28.60 and $27.87, respectively.
(2) For the years ended December 31, 2017, 2016 and 2015, the corresponding common stock equivalent of these vested awards were
0, 130,080 and 91,862, respectively.
The more significant assumptions underlying the determination of fair values for these awards granted during 2017, 2016 and
2015 were as follows:
Stock price
Dividend yield (1)
Risk-free rate
Volatility (2)
Term of the award (years)
$
2017
2016
2015
24.91 $
0%
1.45%
18.93%
2.88
26.29 $
0%
0.87%
18.80%
2.88
26.83
0%
0.98%
16.81%
1.88, 2.88
(1) Total Shareholder Returns, as used in the performance share awards computation, are measured based on cumulative dividend stock
prices, as such a zero percent dividend yield is utilized.
(2) Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over
the look-back period based on the term of the award.
Other
The Company maintains a 401(k)-retirement plan covering substantially all officers and employees, which permits participants
to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This
deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a
maximum of 5% of their eligible compensation, is fully vested and funded as of December 31, 2017. The Company’s
contributions to the plan were $2.1 million, $2.0 million and $2.1 million for the years ended December 31, 2017, 2016 and
2015, respectively.
The Company recognized severance costs associated with employee terminations during the years ended December 31, 2017,
2016 and 2015, of $5.5 million, $1.7 million and $4.8 million, respectively.
21. Income Taxes:
The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January
1, 1992. To qualify as a REIT, the Company must meet several organizational and operational requirements, including a
requirement that it currently distribute at least 90% of its REIT taxable income to its stockholders. Management intends to
adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject
to corporate federal income tax, provided that dividends to its stockholders equal at least the amount of its REIT taxable income.
If the Company failed to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate
86
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
rates (including any applicable alternative minimum tax) and may not be permitted to elect REIT status for four subsequent
taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on
its income and property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income
from non-REIT activities managed through TRSs is subject to federal, state and local income taxes. The Company is also subject
to local taxes on certain Non-U.S. investments.
Reconciliation between GAAP Net Income and Federal Taxable Income
The following table reconciles GAAP net income to taxable income for the years ended December 31, 2017, 2016 and 2015 (in
thousands):
2017
(Estimated)
2016
(Actual)
2015
(Actual)
GAAP net income attributable to the Company
GAAP net (income)/loss attributable to TRSs
GAAP net income from REIT operations (a)
Net book depreciation in excess of tax depreciation
Capitalized leasing/legal commissions
Deferred/prepaid/above-market and below-market rents, net
Fair market value debt amortization
Book/tax differences from restricted stock
Book/tax differences from non-qualified stock options
Book/tax differences from investments in and advances to real estate
joint ventures
Book/tax difference on sale of properties
Foreign income tax from capital gains
Cumulative foreign currency translation adjustment and deferred tax
adjustment
Book adjustment to property carrying values and marketable equity
securities
Taxable currency exchange gains/(losses), net
Tangible property regulation deduction (b)
GAAP gain on change in control of interests
Valuation allowance against net deferred tax assets
Other book/tax differences, net
Adjusted REIT taxable income
$
$
426,075 $
(12,164)
413,911
116,106
-
(30,303)
(8,495)
676
(172)
(15,196)
(85,856)
-
378,850 $
12,708
391,558
65,194
(11,984)
(34,097)
(15,901)
(4,490)
(11,301)
(20,739)
(93,704)
3,976
894,115
(6,073)
888,042
21,515
(14,246)
(32,848)
(19,723)
(3,094)
(4,786)
(294)
(64,270)
5,873
(1,300)
-
-
53,893
221
(52,237)
(71,160)
-
(6,893)
313,195 $
11,161
(8,962)
(28,954)
(57,385)
51,939
542
236,853 $
4,484
(47,297)
(126,957)
(149,407)
-
(2,971)
454,021
Certain amounts in the prior periods have been reclassified to conform to the current year presentation, in the table above.
(a) All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interest and TRSs.
(b) In September 2013, the Internal Revenue Service released final Regulations governing when taxpayers must capitalize and depreciate
costs for acquiring, maintaining, repairing and replacing tangible property and when taxpayers must deduct such costs as repairs.
Pursuant to these Regulations the Company deducted certain expenditures that would previously have been capitalized for tax
purposes. The Regulations also allowed the Company to make an election to immediately deduct certain amounts that were capitalized
in previous years but qualify as repairs under the new Regulations. The Company made such election in 2015 and deducted
approximately $85.9 million.
Characterization of Distributions
The following characterizes distributions paid for tax purposes for the years ended December 31, 2017, 2016 and 2015, (amounts
in thousands):
Preferred H Dividends
Ordinary income
Capital gain
Preferred I Dividends
Ordinary income
Capital gain
$
$
$
$
2017
-
-
-
2016
-
-
-
2015
- $
-
- $
-
13,417
13,417
- $
-
- $
21,636
902
22,538
96% $
4%
100% $
16,320
7,680
24,000
68 % $
32 %
100 % $
-
24,000
24,000
87
-
100%
100%
-
100%
100%
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Preferred J Dividends
Ordinary income
Capital gain
Preferred K Dividends
Ordinary income
Capital gain
Preferred L Dividends
Ordinary income
Capital gain
Common Dividends
Ordinary income
Capital gain
Return of capital
Total dividends distributed for tax purposes
$
$
$
$
$
$
$
$
$
11,880
495
12,375
9,450
394
9,844
1,814
76
1,890
260,573
9,143
187,430
457,146
503,793
96% $
4%
100% $
96% $
4%
100% $
96% $
4%
100% $
57% $
2%
41%
100% $
$
8,415
3,960
12,375
6,694
3,150
9,844
68 % $
32 %
100 % $
-
12,375
12,375
68 % $
32 %
100 % $
-
9,844
9,844
-
-
-
- $
-
- $
-
-
-
263,892
127,689
34,050
425,631
471,850
-
62 % $
30 % 394,400
-
8 %
100 % $ 394,400
$ 454,036
-
100%
100%
-
100%
100%
-
-
-
-
100%
-
100%
For the years ended December 31, 2017, 2016 and 2015 cash dividends paid for tax purposes were equivalent to, or in excess
of, the dividends paid deduction.
Taxable REIT Subsidiaries and Taxable Entities
The Company is subject to federal, state and local income taxes on income reported through its TRS activities, which include
wholly-owned subsidiaries of the Company. The Company’s TRSs included KRS, FNC Realty Corporation, Kimco Insurance
Company (collectively “KRS Consolidated”) and the consolidated entity, Blue Ridge Real Estate Company/Big Boulder
Corporation. As part of the Company’s overall strategy to simplify its business model, the Company merged KRS, a TRS
holding REIT-qualifying real estate and the Company’s investment in Albertsons, into a wholly-owned LLC and KRS was
dissolved effective August 1, 2016. Any non-REIT qualifying assets or activities received by the Company in the Merger were
transferred to a newly formed TRS, Kimco Realty Services II, Inc.
On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, making significant changes to taxation of corporations
and individuals. Effective for tax years beginning on January 1, 2018, this tax reform law reduces the federal statutory income
tax rate from 35% to 21% for corporations and changed other certain tax provisions and deductions. ASC 740, Income Taxes,
requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the
legislation is enacted. As a result, the Company remeasured its deferred tax assets and liabilities and recorded a tax provision
of $1.1 million during 2017.
The Company is also subject to local non-U.S. taxes on certain investments located outside the U.S. In general, under local
country law applicable to the entity ownership structures the Company has in place and applicable tax treaties, the repatriation
of cash to the Company from its subsidiaries and joint ventures in Canada, Puerto Rico and Mexico generally is not subject to
withholding tax. The Company is subject to and includes in its tax provision non-U.S. income taxes on certain investments
located in jurisdictions outside the U.S. These investments are primarily held by the Company at the REIT level and not in the
Company’s taxable REIT subsidiary. Accordingly, the Company does not expect a U.S. income tax impact associated with the
repatriation of undistributed earnings from the Company’s foreign subsidiaries.
Income taxes have been provided for on the asset and liability method as required by the FASB’s Income Tax guidance. Under
the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial
reporting basis and the tax basis of taxable assets and liabilities.
The Company’s pre-tax book income/(loss) and (provision)/benefit for income taxes relating to the Company’s TRS and taxable
entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2017, 2016 and
2015, are summarized as follows (in thousands):
Income/(loss) before income taxes – U.S.
(Provision)/benefit for income taxes, net:
Federal:
Current
2017
2016
2015
$
1,487 $
(23,810 ) $
23,729
(704)
2,199
(638)
88
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Deferred
Federal tax provision
State and local:
Current
Deferred
State tax provision
Total tax provision – U.S.
Net (loss)/income from U.S. TRSs
(Loss)/income before taxes – Non-U.S.
Benefit/(provision) for Non-U.S. income taxes:
Current (1)
Deferred
Non-U.S. tax benefit/(provision)
(632)
(1,336)
(66)
(190)
(256)
(1,592)
(105) $
(45,097 )
(42,898 )
1,057
(8,812 )
(7,755 )
(50,653 )
(74,463 ) $
(7,355)
(7,993)
(2,535)
(1,474)
(4,009)
(12,002)
11,727
(11,483) $
138,253 $
381,999
2,425 $
47
2,472 $
(24,393 ) $
(3,537 )
(27,930 ) $
(58,365)
4,331
(54,034)
$
$
$
$
(1) The year ended December 31, 2016 includes $24.9 million, in expense related to the sale of interests in properties located in
Canada.
Provision differs from the amounts computed by applying the statutory federal income tax rate to taxable income before income
taxes as follows (in thousands):
Federal provision at statutory tax rate (35%) (1)
State and local provision, net of federal benefit (2)
Total tax provision – U.S.
$
$
(520) $
(1,072)
(1,592) $
(47,155) $
(3,498)
(50,653) $
(8,304)
(3,698)
(12,002)
2017
2016
2015
(1) The year ended December 31, 2016, includes a $55.6 million charge related to the recording of a deferred tax valuation allowance.
(2) The year ended December 31, 2016, includes a $7.9 million charge related to the recording of a deferred tax valuation allowance.
Deferred Tax Assets, Liabilities and Valuation Allowances
The Company’s deferred tax assets and liabilities at December 31, 2017 and 2016, were as follows (in thousands):
Deferred tax assets:
Tax/GAAP basis differences
Net operating losses (1)
Tax credit carryforwards (2)
Capital loss carryforwards
Related party deferred losses
Charitable contribution carryforwards
Non-U.S. tax/GAAP basis differences
Valuation allowance – U.S.
Total deferred tax assets
Deferred tax liabilities – U.S.
Deferred tax liabilities – Non-U.S.
Net deferred tax assets
2017
2016
35,839 $
22,137
6,064
4,648
619
23
-
(54,155)
15,175
(12,739)
-
2,436 $
63,167
44,833
5,368
3,659
952
35
513
(95,126)
23,401
(19,599)
(559)
3,243
$
$
(1) Expiration dates ranging from 2021 to 2032.
(2) Expiration dates ranging from 2027 to 2035 and includes alternative minimum tax credit carryovers of $3.5 million that do not
expire.
The major differences between the GAAP basis of accounting and the basis of accounting used for federal and state income tax
reporting consist of impairment charges recorded for GAAP purposes, but not recognized for tax purposes, depreciation and
amortization, rental revenue recognized on the straight-line method for GAAP, reserves for doubtful accounts, above-market
and below-market lease amortization, differences in GAAP and tax basis of assets sold, and the period in which certain gains
were recognized for tax purposes, but not yet recognized under GAAP.
89
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Deferred tax assets and deferred tax liabilities are included in the captions Other assets and Other liabilities on the accompanying
Consolidated Balance Sheets at December 31, 2017 and 2016. Operating losses and the valuation allowance are related primarily
to the Company’s consolidation of its taxable REIT subsidiaries for accounting and reporting purposes. For the tax year ended
August 1, 2016, KRS Consolidated produced $8.1 million of taxable income and utilized $8.1 million of its $44.0 million of
available net operating loss carryovers.
Under GAAP a reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if, based on the
evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax
assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is
more likely than not to be realized. As a result of the Merger, the Company determined that the realization of $63.5 million of
its net deferred tax assets was not deemed more likely than not and as such, the Company recorded a full valuation allowance
against these net deferred tax assets that existed at the time of the Merger.
The Company prepared an analysis of the tax basis built-in tax gain or built-in loss inherent in each asset acquired from KRS in
the Merger. Assets of a TRS that become REIT assets in a merger transaction of the type entered into by the Company and KRS
are subject to corporate tax on the aggregate net built-in gain (built-in gains in excess of built-in losses) during a recognition
period. Accordingly, the Company is subject to corporate-level taxation on the aggregate net built-in gain from the sale of KRS
assets within 60 months from the Merger date (the recognition period). The maximum taxable amount with respect to all merged
assets disposed within 60 months of the Merger is limited to the aggregate net built-in gain at the Merger date. The Company
compared fair value to tax basis for each property or asset to determine its built-in gain (value over basis) or built-in loss (basis
over value) which could be subject to corporate level taxes if the Company disposed of the asset previously held by KRS during
the 60 months following the Merger date. In the event that sales of KRS assets during the recognition period result in corporate
level tax, the unrecognized tax benefits reported as deferred tax assets from KRS will be utilized to reduce the corporate level
tax for GAAP purposes.
Uncertain Tax Positions
The Company is subject to income tax in certain jurisdictions outside the U.S., principally Canada and Mexico. The statute of
limitations on assessment of tax varies from three to seven years depending on the jurisdiction and tax issue. Tax returns filed
in each jurisdiction are subject to examination by local tax authorities. The Company is currently under audit by the Canadian
Revenue Agency and Mexican Tax Authority. The resolution of these audits are not expected to have a material effect on the
Company’s financial statements. The Company does not believe that the total amount of unrecognized tax benefits as of
December 31, 2017, will significantly increase or decrease within the next 12 months.
The liability for uncertain tax benefits principally consists of estimated foreign, federal and state income tax liabilities in years
for which the statute of limitations is open. Open years range from 2011 through 2017 and vary by jurisdiction and issue. The
aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2017 and 2016 were as follows
(in thousands):
Balance at January 1,
Increases for tax positions related to current year (1)
Increase for tax position due to ASU 2013-11
Decreases relating to settlements with taxing authorities
Reductions due to lapsed statute of limitations
Balance at December 31,
2017
2016
4,962 $
339
-
-
(1,310)
3,991 $
4,263
41
4,930
(2,000)
(2,272)
4,962
$
$
(1) Amounts relate to increases resulting from foreign currency translation adjustments.
The Company previously had unrecognized tax benefits reported as deferred tax assets primarily related to book to tax timing
differences for depreciation expense on its Canadian real estate operating properties. With respect to the Company’s uncertain
tax positions in Canada and in accordance with ASU 2013-11 "Income Taxes (Topic 740): Presentation of an Unrecognized
Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," (“ASU 2013-
11”), the uncertain tax position liabilities in Canada were netted against these deferred tax assets. As of December 31, 2016, the
Company, due to the sale of certain operating real estate properties in Canada, no longer had these related deferred tax assets to
net against the related deferred tax liability and thus, the amount of its liability increased for uncertain tax positions associated
with its Canadian operations. As of December 31, 2017 and 2016, the Company’s Canadian uncertain tax positions aggregated
$4.0 million and $5.0 million, respectively.
90
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company and its subsidiaries had been under audit by the U.S. Internal Revenue Service (“IRS”) with respect to taxable
years 2004-2009. The IRS proposed, pursuant to Section 482 of the Code, to disallow a capital loss claimed by KRS on the
disposition of common shares of Valad Property Ltd., an Australian publicly listed company, and to assert a 100 percent
“penalty” tax on the Company pursuant to Section 857(b)(7) of the Code in the amount of $40.9 million with respect to its 2009
taxable year. During 2016, the Company and its subsidiaries favorably settled all matters relating to the audit, agreeing to a net
refund of $0.1 million, and in connection with this favorable settlement, the Company released its uncertain tax position liability
of $2.0 million.
During August 2016, the Mexican Tax Authority issued tax assessments for various wholly-owned entities of the Company that
had previously held interests in operating properties in Mexico. These assessments relate to certain interest expense and
withholding tax items subject to the United States-Mexico Income Tax Convention (the “Treaty”). The assessments are for the
2010 tax year and include amounts for taxes aggregating $33.7 million, interest aggregating $16.5 million and penalties
aggregating $11.4 million. The Company believes that it has operated in accordance with the Treaty provisions and has therefore
concluded that no amounts are payable with respect to this matter. The Company has submitted appeals for these assessments
and the U.S. Competent Authority (Department of Treasury) is representing the Company regarding this matter with the
Mexican Competent Authority. The Company intends to vigorously defend its position and believes it will prevail, however
this outcome cannot be assured.
22. Accumulated Other Comprehensive Income:
The following table displays the change in the components of AOCI for the years ended December 31, 2017 and 2016:
Foreign
Currency
Translation
Adjustments
Unrealized
Gains/(Losses)
Related to
Available-for-
Sale Securities
Unrealized
Gains/(Losses)
on Interest
Rate Swaps
Balance as of January 1, 2016
Other comprehensive income before reclassifications
Amounts reclassified from AOCI
Net current-period other comprehensive income
Balance as of December 31, 2016
Other comprehensive income before reclassifications
Amounts reclassified from AOCI (1)
Net current-period other comprehensive income
Balance as of December 31, 2017
$
$
$
6,616 $
(281)
-
(281)
6,335 $
3,711
(10,046)
(6,335)
- $
398 $
8
-
8
406 $
(1,542)
-
(1,542)
(1,136) $
(1,426) $
451
-
451
(975) $
631
-
631
(344) $
Total
5,588
178
-
178
5,766
2,800
(10,046)
(7,246)
(1,480)
(1) During 2015, the Company began selling properties within its Canadian portfolio and has continued to liquidate its investments over the
last two years. During the year ended December 31, 2017, the Company was deemed to have substantially liquidated its investment in
Canada, triggered primarily by the receipt of various tax refunds, and as a result, recognized a net cumulative foreign currency translation
gain. Amounts were reclassified to the Company’s Consolidated Statements of Income as follows (i) $14.8 million of gain was reclassified
to Equity in income of other real estate investments, net, and (ii) $4.8 million of loss was reclassified to Equity in income of joint ventures,
net.
23. Earnings Per Share:
The following table sets forth the reconciliation of earnings and the weighted-average number of shares used in the calculation
of basic and diluted earnings per share (amounts presented in thousands, except per share data):
Computation of Basic and Diluted Earnings Per Share:
Income from continuing operations
Gain on sale of operating properties, net, net of tax
Net income attributable to noncontrolling interests
Preferred stock redemption charge
Preferred dividends
Earnings attributable to participating securities
Income from continuing operations available to the
91
For the Year Ended December 31,
2015
2016
2017
$
$
346,133 $
93,538
(13,596)
(7,014)
(46,600)
(2,132)
370,329 $
299,353 $
86,785
(7,288 )
-
(46,220 )
(2,018 )
330,612 $
774,405
125,813
(6,028)
(5,816)
(57,084)
(4,134)
827,156
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Company’s common shareholders
Loss from discontinued operations available to the
Company’s common shareholders
Net income available to the Company’s common shareholders
for basic earnings per share
Distributions on convertible units
Net income available to the Company’s common shareholders
for diluted earnings per share
Weighted-average common shares outstanding – basic
Effect of dilutive securities (1):
Equity awards
Assumed conversion of convertible units
Weighted-average common shares outstanding – diluted
Basic Earnings Per Share:
Income from continuing operations
Net income available to the Company’s common shareholders
Diluted Earnings Per Share:
Income from continuing operations
Net income available to the Company’s common shareholders
-
-
(75)
$
370,329 $
-
330,612
-
827,081
192
$
370,329 $
330,612 $
827,273
423,614
418,402
411,319
405
-
424,019
1,307
-
419,709
1,414
118
412,851
$
$
$
$
0.87 $
0.87 $
0.87 $
0.87 $
0.79 $
0.79 $
0.79 $
0.79 $
2.01
2.01
2.00
2.00
(1) The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income from
continuing operations per share. Accordingly, the impact of such conversions has not been included in the determination of diluted
earnings per share calculations. Additionally, there were 3,082,106, 3,490,400 and 5,300,680 stock options that were not dilutive as
of December 31, 2017, 2016 and 2015, respectively.
The Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The
impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby
earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares'
participation rights in undistributed earnings.
24. Supplemental Financial Information (Unaudited):
The following represents the quarterly results of operations, expressed in thousands except per share amounts, for the years
ended December 31, 2017 and 2016:
Revenues from rental properties
Net income attributable to the Company
Net income per common share:
Basic
Diluted
Revenues from rental properties
Net income attributable to the Company
Net income per common share:
Basic
Diluted
2017
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
289,391 $
76,733 $
292,843 $
143,416 $
290,919 $
121,030 $
310,632
84,566
0.15 $
0.15 $
0.31 $
0.31 $
2016
0.24 $
0.24 $
0.17
0.17
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
293,091 $
140,713 $
287,115 $
203,409 $
279,286 $
(43,545) $
292,909
78,273
0.31 $
0.31 $
0.46 $
0.46 $
(0.13) $
(0.13) $
0.16
0.16
$
$
$
$
$
$
$
$
92
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
25. Captive Insurance Company:
In October 2007, the Company formed a wholly-owned captive insurance company, KIC, which provides general liability
insurance coverage for all losses below the deductible under the Company’s third-party liability insurance policy. The Company
created KIC as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup
expenses through the functions of the captive program. The Company capitalized KIC in accordance with the applicable
regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the
Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims,
related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may
be adjusted based on this estimate. Like premiums paid to third-party insurance companies, premiums paid to KIC may be
reimbursed by tenants pursuant to specific lease terms.
KIC assumes occurrence basis general liability coverage (not including casualty loss or business interruption) for the Company
and its affiliates under the terms of a reinsurance agreement entered into by KIC and the reinsurance provider.
From October 1, 2007 through October 1, 2018, KIC assumes 100% of the first $250,000 per occurrence risk layer. This
coverage is subject to annual aggregates ranging between $7.8 million and $11.5 million per policy year. The annual aggregate
is adjustable based on the amount of audited square footage of the insureds’ locations and can be adjusted for subsequent
program years. Defense costs erode the stated policy limits. KIC is required to pay the reinsurance provider for unallocated loss
adjustment expenses an amount ranging between 8.0% and 12.2% of incurred losses for the policy periods ending September
30, 2008 through September 30, 2018. These amounts do not erode the Company’s per occurrence or aggregate limits.
As of December 31, 2017 and 2016, the Company maintained a letter of credit in the amount of $23.0 million issued in favor
of the reinsurance provider to provide security for the Company’s obligations under its agreement with the reinsurance provider.
The letter of credit maintained as of December 31, 2017, has an expiration date of February 15, 2018, with automatic renewals
for one year.
Activity in the liability for unpaid losses and loss adjustment expenses for the years ended December 31, 2017 and 2016, is
summarized as follows (in thousands):
Balance at the beginning of the year
Incurred related to:
Current year
Prior years
Total incurred
Paid related to:
Current year
Prior years
Total paid
Balance at the end of the year
2017
2016
$
19,515 $
20,046
5,915
(727)
5,188
(742)
(4,996)
(5,738)
18,965 $
6,247
(67)
6,180
(962)
(5,749)
(6,711)
19,515
$
For the years ended December 31, 2017 and 2016, the changes in estimates in insured events in the prior years, incurred losses
and loss adjustment expenses resulted in a decrease of $0.7 million and an increase of $0.1 million, respectively, which was
primarily due to continued regular favorable loss development on the general liability coverage assumed.
93
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For Years Ended December 31, 2017, 2016 and 2015
(in thousands)
Balance at
beginning of
period
Charged to
expenses
Adjustments
to valuation
accounts
Deductions
Balance at
end of
period
Year Ended December 31, 2017
Allowance for uncollectable accounts (1)
Allowance for deferred tax asset
Year Ended December 31, 2016
Allowance for uncollectable accounts (1)
Allowance for deferred tax asset
Year Ended December 31, 2015
Allowance for uncollectable accounts (1)
Allowance for deferred tax asset
$
$
$
$
$
$
24,175 $
95,126 $
6,641 $
- $
- $
(40,971) $
(13,750) $
- $
17,066
54,155
31,820 $
27,905 $
7,982 $
- $
- $
67,221 $
(15,627) $
- $
24,175
95,126
32,509 $
34,302 $
11,174 $
- $
- $
(6,397) $
(11,863) $
- $
31,820
27,905
(1) Includes allowances on accounts receivable and straight-line rents.
94
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T
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
As of December 31, 2017
(in thousands)
Description
Interest
Rate
Final Maturity
Date
Periodic
Payment
Terms (a)
Prior
Liens
Original
Face
Amount
of
Mortgages
(b)
Carrying
Amount of
Mortgages
(b) (c)
Principal
Amount of
Loans Subject
to
Delinquent
Principal
or Interest
Mortgage Loans:
Retail
Toronto, ON
Westport, CT
Las Vegas, NV
Miami, FL
Miami, FL
Miami, FL
Nonretail
7.00%
May-18
Mar-33
6.50%
12.00% May-33
Jun-19
7.57%
Jun-19
7.57%
Jun-19
7.57%
Oakbrook Terrace, IL 6.00%
Individually < 3% (d)
(e)
Dec-24
(f)
P& I
I
I
P& I
P& I
P& I
I
P&I
Other Financing Loans:
Nonretail
Individually < 3%
2.28%
Apr-27
P&I
$
$
$
$
- $
-
-
-
-
-
-
-
- $
5,319 $
5,014
3,075
3,966
4,201
3,678
5,058 $
5,014
3,075
1,919
1,850
1,775
1,950
2,475
29,678 $
1,950
828
21,469 $
- $
- $
600 $
30,278 $
369 $
21,838 $
-
-
-
-
-
-
-
-
-
-
-
(a) I = Interest only; P&I = Principal & Interest.
(b) The instruments actual cash flows are denominated in U.S. dollars and Canadian dollars as indicated by the geographic
location above
(c) The aggregate cost for Federal income tax purposes was approximately $21.8 million as of December 31, 2017.
(d) Comprised of three separate loans with original loan amounts ranging from $0.1 million to $0.4 million.
(e) Interest rates range from 6.88% to 7.41%.
(f) Maturity dates range from October 2019 to December 2030.
For a reconciliation of mortgage and other financing receivables from January 1, 2015 to December 31, 2017, see Footnote 10 of
the Notes to Consolidated Financial Statements included in this Form 10-K.
The Company feels it is not practicable to estimate the fair value of each receivable as quoted market prices are not available.
The cost of obtaining an independent valuation on these assets is deemed excessive considering the materiality of the total
receivables.
104
KIMCO REALTY CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
For the year ended December 31, 2017
(in thousands, except for ratio)
Pretax earnings from continuing operations before adjustment for noncontrolling interests or income loss from
equity investees
Add:
Interest on indebtedness (excluding capitalized interest)
Amortization of debt premiums, discounts and capitalized expenses
Amortization of capitalized interest
Portion of rents representative of the interest factor
Distributed income from equity investees
Exhibit 12.1
$
239,867
191,483
8,118
5,208
7,287
451,963
58,189
Pretax earnings from continuing operations, as adjusted
$
510,152
Fixed charges -
Interest on indebtedness (excluding capitalized interest)
Capitalized interest
Amortization of debt premiums, discounts and capitalized expenses
Portion of rents representative of the interest factor
Fixed charges
Ratio of earnings to fixed charges
$
191,483
14,480
8,118
7,287
$
221,368
2.3
105
KIMCO REALTY CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
For the year ended December 31, 2017
(in thousands, except for ratio)
Pretax earnings from continuing operations before adjustment for noncontrolling interests or income loss from
Exhibit 12.2
equity investees
Add:
Interest on indebtedness (excluding capitalized interest)
Amortization of debt premiums, discounts and capitalized expenses
Amortization of capitalized interest
Portion of rents representative of the interest factor
Distributed income from equity investees
$
239,867
191,483
8,118
5,208
7,287
451,963
58,189
Pretax earnings from continuing operations, as adjusted
$
510,152
Combined fixed charges and preferred stock dividends -
Interest on indebtedness (excluding capitalized interest)
Capitalized interest
Preferred dividend factor
Amortization of debt premiums, discounts and capitalized expenses
Portion of rents representative of the interest factor
Combined fixed charges and preferred stock dividends
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
$
191,483
14,480
46,599
8,118
7,287
$
267,967
1.9
106
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Conor C. Flynn, certify that:
1. I have reviewed this Annual Report on Form 10-K of Kimco Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 23, 2018
/s/ Conor C. Flynn
Conor C. Flynn
Chief Executive Officer
107
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Glenn G. Cohen, certify that:
1. I have reviewed this Annual Report on Form 10-K of Kimco Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 23, 2018
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
108
Section 1350 Certification
Exhibit 32.1
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned
officers of Kimco Realty Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2017 (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 23, 2018
Date: February 23, 2018
/s/ Conor C. Flynn
Conor C. Flynn
Chief Executive Officer
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
109
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Kimco Realty Corporation and Subsidiaries
Shareholder Information
Counsel
Latham & Watkins LLP
Washington, DC
Auditors
PricewaterhouseCoopers LLP
New York, NY
Registrar and Transfer Agent
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0854
1-866-557-8695
Website: www.shareowneronline.com
Offices
Executive Offices
3333 New Hyde Park Road
New Hyde Park, NY 11042
516-869-9000
www.kimcorealty.com
Annual Report to Stockholders
Our Annual Report on Form 10-K filed
with the Securities and Exchange
Commission (SEC) is included in our mail-
ing to stockholders and together with
this 2017 Annual Report forms our annual
report to stockholders within the meaning
of SEC rules.
Dividend Reinvestment and
Common Stock Purchase Plan
The Company’s Dividend Reinvestment
and Common Stock Purchase Plan pro-
vides stockholders with an opportunity
to conveniently and economically acquire
Kimco common stock. Stockholders
may have their dividends automatically
directed to our transfer agent to purchase
common shares without paying any bro-
kerage commissions. Requests for book-
lets describing the Plan, enrollment forms
and any correspondence or questions
regarding the Plan should be directed to:
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0854
1-866-557-8695
Holders of Record
Holders of record of the Company’s
common stock, par value $.01 per share,
totaled 2,161 as of February 28, 2018.
Stock Listings
NYSE—Symbols
KIM, KIMprI
KIMprJ, KIMprK,
KIMprL, KIMprM
On April 27, 2017, the Company’s Chief
Executive Officer submitted to the New
York Stock Exchange the annual certifica-
tion required by Section 303A.12(a) of the
NYSE Company Manual. In addition, the
Company has filed with the Securities
and Exchange Commission as exhibits
to its Form 10-K for the fiscal year ended
December 31, 2017, the certifications,
required pursuant to Section 302 of the
Sarbanes-Oxley Act, of its Chief Executive
Officer and Chief Financial Officer relating
to the quality of its public disclosure.
Investor Relations
A copy of the Company’s Annual Report
to the U.S. Securities and Exchange
Commission on Form 10-K may be
obtained at no cost to stockholders by
writing to:
David F. Bujnicki
Senior Vice President,
Investor Relations & Strategy
Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, NY 11042
1-866-831-4297
E-mail: ir@kimcorealty.com
Annual Meeting of Stockholders
Stockholders of Kimco Realty Corporation
are cordially invited to attend the Annual
Meeting of Stockholders scheduled to be
held at 10:00 am on April 24, 2018, at
Grand Hyatt New York
109 E 42nd Street
New York, NY 10017.
Regional Offices
Mesa, AZ
480-461-0050
Daly City, CA
650-301-3000
Vista, CA
760-727-1002
Aurora, CO
720-870-1210
Atlanta, GA
704-362-66132
Newton, MA
617-933-2820
Portland, OR
503-574-3329
Ardmore, PA
610-896-7560
Carmichael, CA
916-791-0600
Hollywood, FL
954-923-8444
Timonium, MD
410-684-2000
Forth Worth, TX
214-720-0559
Los Angeles, CA
310-284-6000
Orlando, FL
407-302-4400
Tustin, CA
949-252-3880
Tampa, FL
727-536-3287
Charlotte, NC
704-367-0131
New York, NY
212-972-7456
Houston, TX
832-242-6913
Bellevue, WA
425-373-3500
120
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Kimco Realty Corp. (NYSE: KIM) is a real estate
investment trust (REIT) headquartered in New
Hyde Park, N.Y., that is one of North America’s
largest publicly traded owners and operators of
open-air shopping centers. As of December 31,
2017, the company owned interests in 492 U.S.
shopping centers comprising 83 million square
feet of leasable space primarily concentrated in
the top major metropolitan markets.
Letter from the Chairman
2017 Operating Review
Form 10-K
Shareholder Information
Corporate Directory
2
5
18
120
IBC
Corporate Directory
Executive Management
Milton Cooper
Executive Chairman
Conor C. Flynn
Chief Executive Officer
Ross Cooper
President &
Chief Investment Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer & Treasurer
David Jamieson
Executive Vice President &
Chief Operating Officer
Raymond Edwards
Executive Vice President
Retailer Services
Bruce Rubenstein
Executive Vice President,
General Counsel & Secretary
U.S. Regional Management
Paul D. Puma
President
Southern Region
Wilbur E. Simmons, III
President
Mid-Atlantic Region
Armand Vasquez
President
Western Region
Joshua Weinkranz
President
Northern Region
Board of Directors
Milton Cooper
Executive Chairman
Kimco Realty Corporation
Philip E. Coviello (1v)(2)(3)
Partner *
Latham & Watkins LLP
Richard G. Dooley (1)(2)(3v)
Lead Independent Director
Kimco Realty Corporation
Executive Vice President
& Chief Investment Officer *
Massachusetts Mutual Life
Insurance Company
Joe Grills (1)(2v)(3)
Chief Investment Officer *
IBM Retirement Funds
Conor C. Flynn
Chief Executive Officer
Kimco Realty Corporation
Frank Lourenso (1)(2)(3)
Executive Vice President *
JPMorgan Chase & Co.
Colombe M. Nicholas (2)(3)
Consultant
Financo Global Consulting *
Mary Hogan Preusse (1)(2)(3)
Managing Director and
Co-Head of Americas
Real Estate *
APG Asset Management US Inc.
Richard B. Saltzman (2)(3)
Chief Executive Officer
& President
Colony NorthStar Inc.
* Retired
(1) Audit Committee
(2) Executive Compensation
Committee
(3) Nominating and Corporate
Governance Committee
(v) Chairman
Corporate Management
James J. Bruin
Senior Vice President
Portfolio & Risk Management
Barbara E. Briamonte
Vice President
Legal
David F. Bujnicki
Senior Vice President
Investor Relations &
Strategy
David Domb
Vice President
Research
Christopher Freeman
Senior Vice President
Property Management
Scott Gerber
Vice President
Risk
Geoffrey Glazer
Senior Vice President
National Development
Brett N. Klein
Vice President
Financial Planning & Analysis
Leah Landro
Vice President
Human Resources
Julio Ramon
Vice President
Property Finance
Thomas Taddeo
Senior Vice President &
Chief Information Officer
Harvey Weinreb
Vice President
Tax
Paul Westbrook
Vice President &
Chief Accounting Officer
i
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7
A
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M O R E T H A N S H O P P I N G
everyday living
3333 New Hyde Park Road
New Hyde Park, NY 11042
Tel: 516-869-9000
kimcorealty.com / blog.kimcorealty.com
2017 Annual Report