Annual
Report
2022
kimcorealty.com
500 North Broadway, Suite 201, Jericho, NY 11753 | (516) 869-9000
kimcorealty.com
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2200 Westlake
Seattle, Washington
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Mendenhall Commons
Memphis, Tennessee
Kimco Realty® (NYSE:KIM) is a real estate investment trust (REIT) headquartered in Jericho, NY that is North
America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers, and
a growing portfolio of mixed-use assets. The company’s portfolio is primarily concentrated in the first-ring
suburbs of the top major metropolitan markets, including those in high-barrier-to-entry coastal markets and
rapidly expanding Sun Belt cities, with a tenant mix focused on essential, necessity-based goods and services
that drive multiple shopping trips per week.
Kimco Realty is also committed to leadership in environmental, social and governance (ESG) issues and is a
recognized industry leader in these areas. Publicly traded on the NYSE since 1991, and included in the S&P
500 Index, the company has specialized in shopping center ownership, management, acquisitions, and value
enhancing redevelopment activities for more than 60 years. As of December 31, 2022, the company owned
interests in 532 U.S. shopping centers and mixed-use assets comprising 91 million square feet of gross leasable
space. For further information, please visit www.kimcorealty.com.
2022 Operating Review ........................... 1
Form 10-K ................................................... 8
Stockholder Information ....................... 148
Corporate Directory ............................IBC
Corporate Directory
Board of Directors
Milton Cooper
Executive Chairman
Kimco Realty Corporation
Philip E. Coviello (1v)(2)(3)
Partner*
Latham & Watkins LLP
Conor C. Flynn
Chief Executive Officer
Kimco Realty Corporation
Frank Lourenso (1)(2v)(3)
Executive Vice President*
JPMorgan Chase & Co.
Henry Moniz (1)(2)(3)
Chief Compliance Officer
Meta
Mary Hogan Preusse (1)(2)(3v)
Lead Independent Director
Kimco Realty Corporation
Managing Director and
Co-Head of Americas Real Estate*
APG Asset Management US Inc.
Valerie Richardson (1)(2)(3)
Chief Operating Officer
International Council of
Shopping Centers
Richard B. Saltzman (1)(2)(3)
Senior Advisor at Ranger
Global Real Estate Advisors
and Peaceable Street Capital
* Retired
(1) Audit Committee
(2) Executive Compensation
Committee
(3) Nominating and Corporate
Governance Committee
(v) Chairman
Executive and
Senior 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
Bruce Rubenstein
Executive Vice President,
General Counsel & Secretary
Raymond Edwards
Executive Vice President
Retailer Services
Leah Landro
Executive Vice President,
Chief Human Resources Officer
Thomas Taddeo
Executive Vice President,
Chief Information Officer
David F. Bujnicki
Senior Vice President
Investor Relations & Strategy
Geoffrey Glazer
Senior Vice President
National Development
William Teichman
Senior Vice President
Business Operations
Kathleen Thayer
Senior Vice President,
Corporate Accounting &
Assistant Treasurer
Paul Westbrook
Vice President,
Chief Accounting Officer
U.S. Regional Management
Carmen Decker
President
Western Region
Wilbur E. Simmons, III
President
Southern Region
Joshua Weinkranz
President
Northern Region
Corporate Management
Barbara E. Briamonte
Vice President
Legal
Tamara Chernomordik
Vice President
ESG
David Domb
Vice President
Paul Dooley
Vice President
Research & Data Analytics
Real Estate Tax & Insurance
Kenneth Fisher
Vice President,
Chief Technology Officer
Christopher Freeman
Senior Vice President
Property Management
Scott Gerber
Vice President
Risk
Brett N. Klein
Vice President
Financial Planning & Analysis
Jennifer Maisch
Vice President
Marketing & Corporate
Communications
Julio Ramon
Vice President
Property Finance
Jonathon Siswick
Vice President
Lease Administration
Harvey G. Weinreb
Vice President
Tax
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Dear Fellow Stockholders and Associates:
In a year where exceptionally strong retailer demand
prevailed over rising interest rates and uncertainty
around consumer health, our team produced some
of the best leasing results in the company’s history.
Funds from Operations (FFO) for the full year 2022 was
$976.4 million, or $1.58 per diluted share, compared
to $706.8 million, or $1.38 per diluted share, for the
full year 2021. We leased over 11.5 million square feet
in 2022 – our highest level on record. With nearly 90
percent of our COVID inventory now recovered, pro-
rata occupancy rose 130 basis points for the year, to
95.7 percent, representing the highest year-over-year
occupancy increase in the past 15 years, and bringing
us just 70 basis points shy of our all-time high occu-
pancy. Anchor occupancy rose to 98.0 percent, with
small shop occupancy rising 230 basis points year-
over-year to 90.0 percent. Combined pro-rata cash
leasing spreads were a positive 7.6 percent in 2022,
with spreads on new leases reaching an impressive
21.2 percent for the year. Same-property NOI grew 4.4
percent for the full year, driven in large part by higher
minimum rents. A 260-basis-point spread between
leased and economic occupancy represents significant
opportunity for growth heading into 2023.
Our operating fundamentals remain exceptionally strong.
Limited new supply, record high tenant retention levels,
and robust retailer demand have made this one of the
best leasing environments in our memory. Retailers
across categories continue to prioritize our portfolio
of open-air, grocery-anchored centers and mixed-use
assets positioned in first-ring suburbs of major metro
markets. The work-from-home and suburbanization
trends born out of the COVID-19 pandemic have per-
sisted, and the pandemic and subsequent recovery also
helped to settle the e-commerce versus brick-and-mor-
tar debate once and for all – it’s the combination of the
two that is the sweet spot for successful retailers. The
e-commerce powerhouses are opening physical stores
and investing in existing stores to maximize profitability,
connect more deeply with their customers, and mas-
ter last-mile distribution fulfillment. And the last-mile,
grocery-anchored center, at the cross section of conve-
nience and value, is resonating with today’s consumer.
Limited new supply, record high
tenant retention levels, and
robust retailer demand have
made this one of the best leasing
environments in our memory.
While we expect leasing velocity and tenant retention
to continue at elevated levels, we are mindful of the
clouds on the horizon in 2023 as the inflationary envi-
ronment persists and the threat of recession looms.
We are both vigilant and proactive in monitoring the
health of our tenants, and while our size and diver-
sification minimize our exposure to weaker credit,
we are focused on anticipating changes and turning
them into opportunities. “Leasing, leasing, leasing”
will continue to be our mantra in 2023, and with our
balance sheet and liquidity position in top shape, we
are poised to take advantage of dislocation and any
resulting opportunities that may arise.
Publix at Princeton Lakes
Atlanta, Georgia
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Dania Pointe
Dania Beach, Florida
A Portfolio Primed for
Growth
High-quality locations in markets supported by
stronger income and population levels are our
best hedge against inflation and potential dis-
ruption in the retail landscape. Favorable supply
and demand dynamics and our concentration in
high-barrier-to-entry markets have allowed us
to improve rents. We are continuously mining
opportunities to remerchandise and gener-
ate further improvements in traffic, sales, and
cash flow, which present new opportunities for
growth ahead.
Our growing mixed-use platform is another
important growth lever for the company, offering
a long-term pipeline of opportunities to unlock
the highest and best use of our real estate and
create additional value. The population shift
to first-ring suburbs has exacerbated housing
shortages, and demand for multi-family product
is strong. We are aggressively pursuing entitle-
ments at our centers across the portfolio, where
we see unique opportunities to add density and
create a thriving, 24/7 mixed-use environment.
Our growing mixed-use
platform is another important
growth lever for the company,
offering a long-term pipeline
of opportunities to unlock
the highest and best use of
our real estate and create
additional value.
We entitled a record 2,805 apartment units in
2022, bringing our current total entitlements
to 5,461 units. Combined with the 2,218 units
already built and the 1,139 under construction,
our overall total has reached 8,818 units, which
puts us well on our way to our target of 12,000
units by 2025. Thirteen percent of Kimco’s
annualized base rent now comes from proper-
ties with a mixed-use component, and we will
continue to use our “CapEx-light” strategy to
activate projects when the conditions are right,
making use of ground leases and joint ventures
with best-in-class apartment developers to
minimize risk and exposure while generating
attractive returns.
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Dry Powder at the Ready
In an environment where capital is extremely
hard to come by, Kimco is exceptionally well
positioned. We ended the year with over $2.1
billion of immediate liquidity, including full
availability on our $2.0 billion unsecured revolv-
ing credit facility (renewed with a maturity date
of March 2027, extendable to March 2028) and
$150 million of cash and cash equivalents on
the balance sheet.
In the fourth quarter of 2022, we monetized
11.5 million shares of our Albertsons Companies,
Inc. (NYSE: ACI) common stock, generating
proceeds of $301.1 million. Subsequent to year
end, we received a $194.1 million special dividend
payment from that investment. At year end, we
held 28.3 million shares of ACI common stock,
valued at approximately $588 million, offering
the potential for additional monetization in the
year ahead.
Stockholders should note that Kimco’s partial
monetization of our ACI investment generated
a gain for tax purposes of approximately $250
million. In order to maximize retained proceeds
from the sale for future investment and debt
reduction, we elected to pay the federal and
state income tax on the gain of approximately
$57 million, which entitles our stockholders to
a pro-rata credit of the federal income tax paid.
We encourage you to reference the FAQ on our
Investor Relations website for further informa-
tion on claiming that credit.
We made meaningful progress towards improv-
ing our leverage levels in 2022, increasing our
portfolio of unencumbered assets while also
minimizing our exposure to floating rate debt.
As of year-end, our consolidated net debt to
EBITDA was 6.1x. We have just $50 million
of mortgage debt maturing in 2023, and our
weighted average debt maturity profile is 9.5
years. With a solid balance sheet and tremen-
dous access to capital, we are armed with dry
powder that offers us the flexibility to deploy
our capital for our stockholders and create out-
sized returns.
kimcorealty.com
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An Opportunistic and Disciplined Investment Approach
desirable centers by enabling us to offer tax-deferred
opportunities to sellers, ultimately enhancing our plat-
form for continued growth.
In 2022, we sold 18 shopping centers and 14 land
parcels, totaling 3.4 million square feet, for $541.8
million. Kimco’s pro-rata share of the sales price
was $218.4 million. Dispositions are expected to be
modest in 2023, with only a small amount of pruning
and sales of non-income-producing land parcels and
holdings anticipated.
We kicked off 2023 with a well-timed and executed
partnership buyout. We disposed of two slow-
er-growth, commodity power centers in Georgia,
populated with several at-risk tenants, and recycled
the sale proceeds into a 1031 exchange, acquir-
ing our partner’s 85 percent interest in two
high-quality, open-air, grocery-anchored cen-
ters in Southern California that were formerly
held in one of our institutional joint ventures.
Looking ahead to 2023, we are prepared to capitalize
on our advantageous position through a combination
of select open-air, grocery-anchored acquisitions, con-
tinued partnership buyouts, where appropriate, and
select structured investment opportunities that may
arise in an environment with substantial dislocation.
We have seen recent success under all three of these
investment strategies in 2022. In the fourth quarter,
we closed on the $375.8 million acquisition of eight
open-air retail centers, five of which are grocery-an-
chored, from a privately held portfolio based in the
high-barrier-to-entry Long Island, New York market.
Utilizing a combination of cash, the assumption of
below-market fixed rate debt, and tax-deferred units,
we were uniquely positioned among the potential
buyer pool to structure an accretive transaction for
this generational portfolio. For the full year 2022, we
acquired 10 shopping centers and 10 land parcels.
We anticipate more opportunity ahead in a transaction
market exhibiting uncertainty and inefficiency. While
conviction in the open-air, grocery-anchored
asset class remains strong, access to capital
has tightened with rising borrowing costs. In
addition to our liquidity advantage, our recent
restructuring to an Umbrella Partnership Real
Estate Investment Trust, or UPREIT, will enhance
our ability to compete in the acquisition of highly
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8000 Sunset Strip Shopping Center
Los Angeles, California
Highlighting the opportunity in our structured invest-
ments program, during 2022, we deployed a total
of $72 million across four participating loans and
mezzanine financings. We received full repayment
of $25.0 million from a mezzanine loan at Pompano
Citi Centre in Pompano, Florida. In addition, we made
a $22 million participating loan on a three-property,
grocery-anchored portfolio in Pennsylvania. In just over
four months, our borrower sold the assets for a sizable
gain, and Kimco received a $4 million participating
interest. On an annualized basis, our investment yielded
a 76 percent internal rate of return. Our continuing
investments in the structured program will remain
judicious, with an emphasis on high-quality locations,
strong demographics, tenant quality, and sponsor
strength, while seeking to secure a right of first refusal
or right of first offer on any underlying asset.
We’re excited for the opportunities that lie ahead,
and with a disciplined approach, we are uniquely
positioned to generate outsized returns on quality
real estate in an environment where liquidity is at
a premium.
Our recent restructuring to an
Umbrella Partnership Real Estate
Investment Trust, or UPREIT, will
enhance our ability to compete in
the acquisition of highly desirable
centers by enabling us to offer
tax-deferred opportunities to
sellers, ultimately enhancing our
platform for continued growth.
kimcorealty.com
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Mill Station®, Owings Mills, MD
Metro Area: Baltimore-Columbia-Towson (MD)
Our 2019 Nareit “Leader in the Light Award,” our inclusion in Newsweek’s
Mill Station®, Owings Mills, MD
Metro Area: Baltimore-Columbia-Towson (MD)
“America’s Most Responsible Companies 2020,” and our addition to the
FTSE4Good Index Series were crowning achievements in 2019.
Our “Do the Right Thing” Culture
Mill Station®, Owings Mills, MD
Milton Cooper
Executive Chairman
Summarizes ESG
4
Our 2019 Nareit “Leader in the Light Award,” our inclusion in Newsweek’s
Our 2019 Nareit “Leader in the Light Award,” our inclusion in Newsweek’s
As we look towards the future and the long runway of
As always, our sights are on creating long-term value,
“America’s Most Responsible Companies 2020,” and our addition to the
opportunities ahead of us, we have not lost sight of
and we know that the best way to do that is by uphold-
FTSE4Good Index Series were crowning achievements in 2019.
ing our responsibility to positively impact all stake-
our responsibility to listen to, and engage with, our
holders. With the support of our best-in-class team
many stakeholders, including tenants, shoppers,
and adherence to our core values around integrity
communities, local governments, our associates, and
and innovation, we’ll continue to execute on a winning
“America’s Most Responsible Companies 2020,” and our addition to the
our shareholders. Our 2019 Nareit “Leader in the Light
strategy that has multiple growth drivers, is built to
Award,” our inclusion in Newsweek’s “America’s Most
opportunities ahead of us, we have not lost sight of
FTSE4Good Index Series were crowning achievements in 2019.
withstand economic cycles, and allows for speed and
Responsible Companies 2020,” and our addition to
flexibility in the face of opportunity, all of which, we
believe, are the keys to continued and lasting success.
the FTSE4Good Index Series were crowning
Mill Station®, Owings Mills, MD
A strategy is only as good as the team that’s tasked
Metro Area: Baltimore-Columbia-Towson (MD)
with executing it. For Kimco, our collaborative, tal-
ented, and dedicated team is another factor that
sets us apart from the competition. Our “do the right
thing” culture has been part of our company’s DNA
since its earliest days 65 years ago. We adhere to
“The Golden Rule” as our driving business philosophy.
This attitude extends beyond just “the deal” to all of
Kimco’s many stakeholders – our associates, tenants,
investors, shoppers, and community members in the
neighborhoods where we operate.
As we look towards the future and the long runway of
our responsibility to listen to, and engage with, our
many stakeholders, including tenants, shoppers,
Mill Station®, Owings Mills, MD
Metro Area: Baltimore-Columbia-Towson (MD)
achievements in 2019 that highlight the importance
we place on environmental, social, and governance
issues. We remain committed to doing even more in
the ESG space in 2020 and beyond. Our dedication to
leading the way in these critical areas goes hand in
achievements in 2019 that highlight the importance
hand with our commitment to long-term value
we place on environmental, social, and governance
creation for our shareholders – we cannot have one
issues. We remain committed to doing even more in
without the other.
the ESG space in 2020 and beyond. Our dedication to
leading the way in these critical areas goes hand in
hand with our commitment to long-term value
creation for our shareholders – we cannot have one
Metro Area: Baltimore-Columbia-Towson (MD)
communities, local governments, our associates, and
As we look towards the future and the long runway of
Our 2019 Nareit “Leader in the Light Award,” our inclusion in Newsweek’s
opportunities ahead of us, we have not lost sight of
“America’s Most Responsible Companies 2020,” and our addition to the
our responsibility to listen to, and engage with, our
Our 2019 Nareit “Leader in the Light Award,” our inclusion in Newsweek’s
FTSE4Good Index Series were crowning achievements in 2019.
many stakeholders, including tenants, shoppers,
the FTSE4Good Index Series were crowning
“America’s Most Responsible Companies 2020,” and our addition to the
communities, local governments, our associates, and
FTSE4Good Index Series were crowning achievements in 2019.
our shareholders. Our 2019 Nareit “Leader in the Light
Award,” our inclusion in Newsweek’s “America’s Most
Responsible Companies 2020,” and our addition to
the FTSE4Good Index Series were crowning
achievements in 2019 that highlight the importance
we place on environmental, social, and governance
issues. We remain committed to doing even more in
the ESG space in 2020 and beyond. Our dedication to
leading the way in these critical areas goes hand in
hand with our commitment to long-term value
creation for our shareholders – we cannot have one
without the other.
Ross Cooper
President &
Chief Investment Officer
As we look towards the future and the long runway of
our shareholders. Our 2019 Nareit “Leader in the Light
Award,” our inclusion in Newsweek’s “America’s Most
issues. We remain committed to doing even more in
opportunities ahead of us, we have not lost sight of
achievements in 2019 that highlight the importance
Responsible Companies 2020,” and our addition to
our responsibility to listen to, and engage with, our
we place on environmental, social, and governance
Milton Cooper
Milton Cooper
Executive Chairman
Executive Chairman
Conor C. Flynn
Chief Executive Officer
without the other.
As we look towards the future and the long runway of
many stakeholders, including tenants, shoppers,
achievements in 2019 that highlight the importance
opportunities ahead of us, we have not lost sight of
communities, local governments, our associates, and
we place on environmental, social, and governance
our responsibility to listen to, and engage with, our
our shareholders. Our 2019 Nareit “Leader in the Light
issues. We remain committed to doing even more in
many stakeholders, including tenants, shoppers,
Award,” our inclusion in Newsweek’s “America’s Most
the ESG space in 2020 and beyond. Our dedication to
Conor C. Flynn
Conor C. Flynn
the ESG space in 2020 and beyond. Our dedication to
ESG Disclosure Roadmap
Chief Executive Officer
Chief Executive Officer
Ross Cooper
President &
leading the way in these critical areas goes hand in
Chief Investment Officer
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer &
Treasurer
Kimco is committed to best-in-class ESG disclosure. Detailed information on ESG program governance
and performance can be found in three primary locations:
David Jamieson
Executive Vice President &
Chief Operating Officer
creation for our shareholders – we cannot have one
hand with our commitment to long-term value
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer &
Treasurer
communities, local governments, our associates, and
Responsible Companies 2020,” and our addition to
the FTSE4Good Index Series were crowning
our shareholders. Our 2019 Nareit “Leader in the Light
leading the way in these critical areas goes hand in
Conor C. Flynn
ESG Disclosure Roadmap
hand with our commitment to long-term value
Chief Executive Officer
Ross Cooper
Ross Cooper
President, Chief Investment Officer
President &
Chief Investment Officer
creation for our shareholders – we cannot have one
Annual Report/10-K
without the other.
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer &
Treasurer
Summarizes ESG
program priorities and
material risk disclosures.
Award,” our inclusion in Newsweek’s “America’s Most
Responsible Companies 2020,” and our addition to
the FTSE4Good Index Series were crowning
Kimco is committed to best-in-class ESG disclosure. Detailed information on ESG program governance
and performance can be found in three primary locations:
David Jamieson
Proxy Statement
Executive Vice President &
Summarizes corporate
Chief Operating Officer
governance practices, including
how the Board and management
are engaged in ESG program
strategy, governance and
accountability.
Our sector-leading environmental, social, and gov-
ernance (ESG) program is proof of that philosophy
at work. In 2022, through the launch of our KIMu-
nity Councils, we encouraged direct involvement
by Kimco associates in driving our strategy in the
areas of diversity, equity and inclusion, giving, well-
ness, sustainability, and tenant engagement. We’ve
taken steps to promote diversity in the commercial
real estate industry through the launch of the Milton
Cooper Trailblazer in Real Estate Award in partner-
ship with the ICSC Foundation, which will award ten
individual $10,000 scholarships to undergraduate and
graduate students in the industry, half of which must
be awarded to individuals from underrepresented
groups. We also focused on managing climate risk,
enhancing our climate resiliency program with initia-
tives focused on disaster preparedness and site and
employee safety. Further solidifying the company’s
commitment to ESG, our 2022 compensation frame-
work ties a portion of incentive pay to performance
against the company’s ESG goals.
Milton Cooper
Executive Chairman
Milton Cooper
Executive Chairman
without the other.
David Jamieson
Executive Vice President &
Chief Operating Officer
Corporate
Responsibility Report
Based on the Global
Reporting Initiative (GRI)
standard, summarizes
environmental and social
performance.
Conor C. Flynn
Chief Executive Officer
4
Annual Report/10-K
Milton Cooper
Executive Chairman
Conor C. Flynn
Chief Executive Officer
Ross Cooper
President &
Chief Investment Officer
Glenn G. Cohen
Glenn G. Cohen
Executive Vice President, Chief Financial Officer & Treasurer
Executive Vice President,
Summarizes ESG
Chief Financial Officer &
program priorities and
Treasurer
material risk disclosures.
ESG Disclosure Roadmap
In recognition of our progress and leadership in ESG,
Kimco was awarded Nareit’s 2022 Leader in the Light
Award for the retail sector, marking the third time we’ve
Kimco is committed to best-in-class ESG disclosure. Detailed information on ESG program governance
received this prestigious recognition given to REITs
Glenn G. Cohen
and performance can be found in three primary locations:
that have demonstrated outstanding ESG practices.
Executive Vice President,
Chief Financial Officer &
Annual Report/10-K
Treasurer
David Jamieson
Proxy Statement
Executive Vice President &
Summarizes corporate
Chief Operating Officer
governance practices, including
how the Board and management
are engaged in ESG program
David Jamieson
strategy, governance and
David Jamieson
accountability.
Executive Vice President, Chief Operating Officer
Executive Vice President &
Chief Operating Officer
Proxy Statement
Summarizes corporate
governance practices, including
Kimco is committed to best-in-class ESG disclosure. Detailed information on ESG program governance
how the Board and management
are engaged in ESG program
and performance can be found in three primary locations:
strategy, governance and
accountability.
Summarizes ESG
ESG Disclosure Roadmap
program priorities and
material risk disclosures.
Kimco is committed to excellence in ESG disclosure. Detailed information on ESG program governance
and performance can be found in three primary locations:
Ross Cooper
President &
Chief Investment Officer
ESG Disclosure Roadmap
4
Corporate
Responsibility Report
Based on the Global
Reporting Initiative (GRI)
standard, summarizes
environmental and social
performance.
Corporate
Responsibility Report
Based on the Global
Reporting Initiative (GRI)
standard, summarizes
environmental and social
performance.
4
Annual Report/10-K
ESG Disclosure Roadmap
Summarizes ESG
program priorities and
material risk disclosures.
Proxy Statement
Summarizes corporate
Kimco is committed to best-in-class ESG disclosure. Detailed information on ESG program governance
governance practices,
including how the Board
and performance can be found in three primary locations:
and management are
engaged in ESG program
strategy, governance and
Corporate
accountability.
Responsibility Report
Based on the Global
Reporting Initiative (GRI)
standard, summarizes
environmental and social
performance.
Proxy Statement
Summarizes corporate
governance practices, including
how the Board and management
are engaged in ESG program
strategy, governance and
accountability.
Annual Report/10-K
Summarizes ESG
program priorities
and material risk
disclosures.
program priorities and
material risk disclosures.
Proxy Statement
Summarizes corporate
governance practices, including
how the Board and management
are engaged in ESG program
strategy, governance and
accountability.
Annual Report/10-K
Corporate
Responsibility Report
Corporate
Responsibility Report
Based on the Global
Reporting Initiative (GRI)
Based on the
standard, summarizes
Global Reporting
environmental and social
Initiative (GRI)
performance.
standard, summarizes
environmental and
social performance.
The company also discloses aggregate-level EEO-1 workforce diversity data that can be found on the company’s website, which data
and website contents are not incorporated by reference and do not form a part of this Annual Report.
4
6
Annual Report 2022
kimcorealty.com
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EBITDA (a non-GAAP financial measure within the meaning of the rules of the SEC) is generally calculated
by the company as net income/(loss) before interest, depreciation and amortization, provision/benefit for
income taxes, gains/losses on sale of operating properties, losses/gains on change of control, profit partic-
ipation from other investments, pension valuation adjustments, gains/losses on marketable securities and
impairment charges.
Our method of calculating EBITDA may be different from methods used by other REITs and, accordingly,
may not be comparable to such other REITs. We believe that EBITDA is an important metric in determining
the success of our business as a real estate owner and operator. See the reconciliation to the applicable
GAAP measure below.
In addition, we present a ratio of Net Debt to EBITDA, which is calculated using the non-GAAP measures:
(1) Total debt outstanding reduced by the company’s cash and cash equivalents, and (2) Annualized EBITDA,
each as reconciled to the applicable GAAP measures below.
Reconciliation of Net Loss to EBITDA
(In thousands, except per share data) (unaudited)
Net loss
Interest
Depreciation and amortization
Gain on sale of properties
Gain on sale of joint venture properties
Impairment charges (including real estate joint ventures)
Pension valuation adjustment
Profit participation from other investments, net
Loss on marketable securities
Provision for income taxes, net
Consolidated EBITDA
Consolidated Debt
Consolidated Cash
Consolidated Net Debt
Annualized Consolidated EBITDA
Net Debt to Consolidated EBITDA
Three Months Ended
December 31, 2022
$(47,069)
60,947
124,676
(4,221)
(643)
1,585
172
(4,584)
100,314
57,750
$288,927
$7,157,886
(149,829)
$7,008,057
$1,155,708
6.1x
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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, 2022
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)
Commission file number 333-269102-01 (Kimco Realty OP, LLC)
KIMCO REALTY CORPORATION
KIMCO REALTY OP, LLC
(Exact name of registrant as specified in its charter)
Maryland (Kimco Realty Corporation)
Delaware (Kimco Realty OP, LLC)
(State or other jurisdiction of incorporation or organization)
13-2744380
92-1489725
(I.R.S. Employer Identification No.)
500 North Broadway, Suite 201, Jericho, NY 11753
(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:
Kimco Realty Corporation
Title of each class
Trading Symbol(s)
Common Stock, par value $.01 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.
KIM
KIMprL
KIMprM
Title of each class
Trading Symbol(s)
Kimco Realty OP, LLC
None
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.
N/A
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Name of each exchange on which registered
N/A
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Kimco Realty Corporation Yes ☑ No ☐ Kimco Realty OP, LLC Yes ☑ No ☐
Kimco Realty Corporation Yes ☐ No ☑ Kimco Realty OP, LLC 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.
Kimco Realty Corporation Yes ☑ No ☐ Kimco Realty OP, LLC Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Kimco Realty Corporation Yes ☑ No ☐ Kimco Realty OP, LLC Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Kimco Realty Corporation:
Large accelerated filer ☑
Smaller reporting company ☐ Emerging growth company ☐
Non-accelerated filer ☐
Accelerated filer ☐
Kimco Realty OP, LLC:
Large accelerated filer ☐
Non-accelerated filer ☑
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.
Smaller reporting company ☐ Emerging growth company ☐
Accelerated filer ☐
Kimco Realty Corporation ☐ Kimco Realty OP, LLC ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Kimco Realty Corporation ☑ Kimco Realty OP, LLC ☐
Kimco Realty Corporation Yes ☐ No ☑ Kimco Realty OP, LLC Yes ☐ No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates of Kimco Realty Corporation was approximately $12.0 billion based
upon the closing price on the New York Stock Exchange for such equity on June 30, 2022.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
As of February 10, 2023, Kimco Realty Corporation had 618,609,347 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference to the Kimco Realty Corporation's definitive proxy statement to be filed with respect to the Annual Meeting of
Stockholders expected to be held on April 25, 2023.
Index to Exhibits begins on page 48.
KIMCO REALTY CORPORATION
KIMCO REALTY OP, LLC
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 2022
EXPLANATORY NOTE
Prior to January 1, 2023, the business of Kimco Realty Corporation (the “Company”) was conducted through a predecessor entity
also known as Kimco Realty Corporation (the “Predecessor”). On December 14, 2022, the Predecessor’s Board of Directors
approved the entry into an Agreement and Plan of Merger (the “UPREIT Merger”) with the company formerly known as New
KRC Corp., which was a Maryland corporation and wholly owned subsidiary of the Predecessor (the “Parent Company”), and
KRC Merger Sub Corp., which was a Maryland corporation and wholly owned subsidiary of the Parent Company (“Merger
Sub”), to effect the reorganization (the “Reorganization”) of the Predecessor’s business into an umbrella partnership real estate
investment trust, or “UPREIT”.
On January 1, 2023, pursuant to the UPREIT Merger, Merger Sub merged with and into the Predecessor, with the Predecessor
continuing as the surviving entity and a wholly-owned subsidiary of the Parent Company, and each outstanding share of capital
stock of the Predecessor was converted into one equivalent share of capital stock of the Parent Company (each of which has
continued to trade under their respective existing ticker symbol with the same rights, powers and limitations that existed
immediately prior to the Reorganization).
In connection with the Reorganization, the Parent Company changed its name to Kimco Realty Corporation, and replaced the
Predecessor as the New York Stock Exchange-listed public company. Effective as of January 3, 2023, the Predecessor converted
into a limited liability company, organized in the State of Delaware, known as Kimco Realty OP, LLC, the entity we refer to
herein as “Kimco OP”.
Following the Reorganization, substantially all of the Company’s assets are held by, and substantially all of the Company’s
operations are conducted through, Kimco OP (either directly or through its subsidiaries), as the Company’s operating company,
and the Company is the managing member of Kimco OP. The officers and directors of the Company are the same as the officers
and directors of the Predecessor immediately prior to the Reorganization.
This Annual Report on Form 10-K (“Form 10-K” or “Annual Report”) pertains to the business and results of operations of the
Predecessor for its fiscal year ended December 31, 2022. The Company and Kimco OP have elected to co-file such Annual
Report of the Predecessor to ensure continuity of information to investors.
For additional information on our Reorganization, please see our Current Reports on Form 8-K filed with the SEC on January 3,
2023 and January 4, 2023.
Throughout this Annual Report, unless the context requires otherwise:
●
the “Company,” “we,” “our,” “us” or refer to:
○ for the period prior to January 1, 2023 (the period preceding the UPREIT Merger), the Predecessor and its
business and operations conducted through its directly or indirectly owned subsidiaries;
○ for the period on or after January 1, 2023, (the period from and following the UPREIT Merger), the Parent
Company and its business and operations conducted through its directly or indirectly owned subsidiaries, including
Kimco OP; and
○ in statements regarding qualification as a real estate investment trust (“REIT”), such terms refer solely to the
Predecessor or Parent Company, as applicable.
“Kimco OP” refers to Kimco Realty OP, LLC, our operating company following the UPREIT Merger.
●
● References to “shares” and “shareholders” refer to the shares and stockholders of the Predecessor prior to January 1,
2023 and of the Parent Company on or after January 1, 2023, and not the limited liability company interests of Kimco
OP.
Item No.
Form 10-K
Report Page
TABLE OF CONTENTS
PART I ................................................................................................................................................................................... 1
Item 1. Business ..................................................................................................................................................................... 1
Item 1A. Risk Factors ............................................................................................................................................................ 9
Item 1B. Unresolved Staff Comments ................................................................................................................................... 20
Item 2. Properties ................................................................................................................................................................... 20
Item 3. Legal Proceedings ...................................................................................................................................................... 22
Item 4. Mine Safety Disclosures ............................................................................................................................................ 22
PART II .................................................................................................................................................................................. 23
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities ................................................................................................................................................................................ 23
Item 6. Reserved..................................................................................................................................................................... 25
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ..................................... 25
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................................................................................ 42
Item 8. Financial Statements and Supplementary Data .......................................................................................................... 42
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .................................... 42
Item 9A. Controls and Procedures ......................................................................................................................................... 42
Item 9B. Other Information .................................................................................................................................................... 43
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ..................................................................... 43
PART III ................................................................................................................................................................................ 44
Item 10. Directors, Executive Officers and Corporate Governance ....................................................................................... 44
Item 11. Executive Compensation .......................................................................................................................................... 44
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ................. 44
Item 13. Certain Relationships and Related Transactions, and Director Independence ......................................................... 44
Item 14. Principal Accountant Fees and Services .................................................................................................................. 44
PART IV ................................................................................................................................................................................ 45
Item 15. Exhibits and Financial Statement Schedules ............................................................................................................ 45
Item 16. Form 10-K Summary ............................................................................................................................................... 45
i
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FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K (“Form 10-K”), together with other statements and information publicly disseminated by the
Company contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,” “commit,”
“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, in some cases, are 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 impact of competition, including the availability of acquisition or development opportunities and the
costs associated with purchasing and maintaining assets; (iii) the inability of major tenants to continue paying their rent
obligations due to bankruptcy, insolvency or a general downturn in their business, (iv) the reduction in the Company’s income in
the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center,
(v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry
and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition,
development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our
expectations, (vii) the Company’s ability to raise capital by selling its assets, (viii) disruptions and increases in operating costs
due to inflation and supply chain issues, (ix) risks associated with the development of mixed-use commercial properties, including
risks associated with the development and ownership of non-retail real estate, (x) changes in governmental laws and regulations,
including, but not limited to, changes in data privacy, environmental (including climate change), safety and health laws, and
management’s ability to estimate the impact of such changes, (xi) valuation and risks related to the Company’s joint venture and
preferred equity investments and other investments, (xii) valuation of marketable securities and other investments, including the
shares of Albertsons Companies, Inc. common stock held by the Company, (xiii) impairment charges, (xiv) criminal cybersecurity
attacks disruption, data loss or other security incidents and breaches, (xv) impact of natural disasters and weather and climate-
related events, (xvi) pandemics or other health crises, such as coronavirus disease 2019 (“COVID-19”), (xvii) our ability to
attract, retain and motivate key personnel, (xviii) financing risks, such as the inability to obtain equity, debt or other sources of
financing or refinancing on favorable terms to the Company, (xix) the level and volatility of interest rates and management’s
ability to estimate the impact thereof, (xx) changes in the dividend policy for the Company’s common and preferred stock and
the Company’s ability to pay dividends at current levels, (xxi) unanticipated changes in the Company’s intention or ability to
prepay certain debt prior to maturity and/or hold certain securities until maturity, and (xxii) the Company’s ability to continue to
maintain its status as a REIT for federal income tax purposes and potential risks and uncertainties in connection with its UPREIT
structure, and (xxiii) the other 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
The Company is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers,
and a growing portfolio of mixed-use assets. 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 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”). To qualify as a REIT, the Company must meet several organizational and operational
requirements, and is required to annually distribute at least 90% of its net taxable income, determined without regard to the
1
dividends paid deduction and excluding any net capital gain. In addition, the Company will be subject to federal income tax at
regular corporate rates to the extent that it distributes less than 100% of its net taxable income, including any net capital gains. In
January of 2023, the Company consummated the Reorganization into an UPREIT structure as described in the Explanatory Note
at the beginning of this Annual Report. 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 U.S. federal income tax, provided
that distributions to its stockholders equal at least the amount of its REIT taxable income, as defined in the Code. The Company
maintains certain subsidiaries that made joint elections with the Company to be treated as taxable REIT subsidiaries (“TRSs”),
that permit the Company to engage through such TRSs in certain business activities that the REIT may not conduct directly. A
TRS is subject to federal and state taxes on its income, and the Company includes a provision for taxes in its consolidated
financial statements. In 1994, the Predecessor reorganized as a Maryland corporation. In March 2006, the Predecessor 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 L Depositary Shares and Class M Depositary Shares are traded on the New York Stock
Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprL”, and “KIMprM”, respectively.
The Company is a self-administered REIT and has not engaged, nor does it expect to retain, any REIT advisors in connection
with the operation of its properties. 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 began to expand its operations through the development of real estate and the construction of shopping centers
but revised its growth strategy to focus on the acquisition and redevelopment of existing shopping centers that include a grocery
component. The Company also expanded internationally within Canada, Mexico, Chile, Brazil and Peru, but has since exited all
international investments. Additionally, the Company developed various residential and mixed-use operating properties and
continues to obtain entitlements to embark on additional projects of this nature through re-development opportunities. In August
2021, the Company expanded through a merger with Weingarten Realty Investors (“Weingarten”), whereby Weingarten merged
with and into the Predecessor, with the Predecessor continuing as the surviving public company (the “Merger”), pursuant to the
definitive merger agreement (the “Merger Agreement”) between the Predecessor and Weingarten which was entered into on
April 15, 2021. The Merger brought together two industry-leading retail real estate platforms with highly complementary
portfolios and created the preeminent open-air shopping center and mixed-use real estate owner in the country. The Merger
further enhanced the Company’s portfolio in coastal and sun belt regions.
The Company has 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.
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 to real estate professionals 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.
As described in greater detail in the Explanatory Note to this Form 10-K, (i) on January 1, 2023, as a result of the Reorganization,
the Parent Company, a Maryland corporation, became the successor issuer to the Predecessor, and (ii) on January 3, 2023 the
Predecessor converted into Kimco OP, a limited liability company, organized in the State of Delaware. Parent Company is the
managing member of Kimco OP and owns 100% of the limited liability company interests, and exercises exclusive control over
Kimco OP.
As of December 31, 2022, the Company had interests in 532 shopping center properties (the “Combined Shopping Center
Portfolio”), aggregating 90.8 million square feet of gross leasable area (“GLA”), located in 28 states. In addition, the Company
had 23 other property interests, primarily through the Company’s preferred equity investments and other investments, totaling
5.7 million square feet of GLA.
Economic Conditions
The economy continues to face several issues including the lack of qualified employees, inflation risk, supply chain issues and
new COVID-19 variants, which could impact the Company and its tenants. In response to the rising rate of inflation the Federal
Reserve has steadily increased interest rates, and may continue to increase interest rates, until the rate of inflation begins to
decrease. These increases in interest rates could adversely impact the business and financial results of the Company and its
2
tenants. In addition, slower economic growth and the potential for a recession could have an adverse effect on the Company and
its tenants. This could negatively affect the overall demand for retail space, including the demand for leasable space in the
Company’s properties. As a result, the Company could feel pricing pressure on rents that it is able to charge to new or renewing
tenants, such that future rents and rent spreads could be negatively impacted. Any of these events could materially adversely
impact the Company’s business, financial condition, results of operations or stock price. The Company continues to monitor
economic, financial, and social conditions and will assess its asset portfolio for any impairment indicators. If the Company
determines that any of its assets are impaired, the Company would be required to take impairment charges, and such amounts
could be material.
Business Objective and Strategies
The Company has developed a strong nationally diversified portfolio of open-air, shopping centers located in drivable first-ring
suburbs primarily within 19 major metropolitan sun belt and coastal markets, which are supported by strong demographics,
significant projected population growth, and where the Company perceives significant barriers to entry. As of December 31,
2022, the Company derived 85% of its annualized base rent from these top major metro markets. The Company’s shopping
centers provide essential, necessity-based goods and services to the local communities and are primarily anchored by grocers,
home improvement, and pharmacy.
The Company’s focus on high-quality locations has led to significant opportunities for value creation through the reinvestment
in its assets to add density, replace outdated shopping center concepts, and better meet changing consumer demands. In order to
add density to existing properties, the Company has obtained multi-family entitlements for 8,818 units of which 2,218 units have
been constructed as of December 31, 2022. The Company continues to place strategic emphasis on live/work/play environments
and in reinvesting in its existing assets, while building shareholder value. This philosophy is exemplified by the Company’s
Signature SeriesTM properties which include key value creation projects in our portfolio that exemplify our transformation and
highlight our focus on quality, concentration around core MSAs, and growth through redevelopment and development
opportunities. Signature Series properties also include fully entitled, shovel-ready mixed-use projects, and opportunities that we
continue to identify and entitle as we seek to achieve the highest and best use of our real estate, enhance our communities, and
create value for our stakeholders for years to come.
The strength and security of the Company’s balance sheet remains central to its strategy. The Company’s strong balance sheet
and liquidity position are evidenced by its investment grade unsecured debt ratings (Baa1/BBB+) by two major ratings
agencies. The Company maintains one of the longest weighted average debt maturity profiles in the REIT industry, now at 9.5
years. The Company expects to continue to take steps to reduce leverage, unencumber assets and improve its debt coverage
metrics as mixed-use projects and redevelopments continue to come online and contribute additional cash flow growth.
Business Objective
●
●
The Company’s primary business objective is to be the premier owner and operator of open-air, grocery-anchored shopping
centers, and a growing portfolio of mixed-use assets, in the U.S. The Company believes it can achieve this objective by:
increasing the 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 while maintaining conservative
payout ratios;
improving debt metrics and upgraded unsecured debt ratings
continuing growth in desirable demographic areas with successful retailers, primarily focused on grocery anchors;
and
increasing the number of entitlements for residential use.
●
●
●
3
Business Strategies
The Company believes with its strong core portfolio and its recent acquisitions, it will continue to achieve higher occupancy
levels, increased rental rates and rental growth in the future. To effectively execute the Company’s strategy and achieve its
strategic goals the Company identified the following growth components to focus on:
Organic Growth
•Aim to incorporate annual rent increases for small shop leases and rental increases every five years for anchors.
Leasing and Mark to Market Opportunites
•Focus on increasing occupancy across the entire portfolio. In addition, the Company will direct its attention on bringing historic below market
anchor leases closer to market rates.
(Re)development and Repositioning Pipeline
•Economic stabilization of its Signature Series projects and obtaining additional multi family entitlements where opportunity presents itself
Accretive Capital Deployment (Acquisitions, "Plus"/structured Investments)
•Opportunistic acquisition and structured investment platform focused on accretive unique opportunities
Albertsons Monetization
•Monetize the Company's marketable security investment while maintaining maximum optionality
Environmental, Social & Governance
•Strong commitments in the areas of climate change, Diversity, Equity & Inclusion ("DE&I") and small business support
The Company believes it is well positioned for sustainable growth with its high-quality portfolio, accretive and opportunistic
capital allocation, financial strength and environmental, social and governance leadership.
The Company has identified the following areas where it is well positioned for sustainable growth in the future.
• Well positioned, grocery anchored portfolio in major sun
belt and coastal markets, with 94% of the portfolio
within the sun belt and/or coastal markets
• 86% of annual base rent comes from the Company’s top
major metro markets
• Highly diversified tenant base led by healthy
mix of essential, necessity-based tenants
and omni channel retailers
• Provide critical last-mile solution
to its diverse pool of tenants
• Maintain a strong balance sheet
and liquidity position with an
emphasis on reduced leverage and
a sustainable and growing dividend
• Over $2.1 billion of immediate liquidity,
including the Company’s $2.0 billion
unsecured revolving credit facility
• A 9.5-year consolidated weighted average debt maturity
profile
• Over 485 unencumbered properties, approximately 87% of
the centers in the Company’s portfolio
• Generate additional internal and external growth through
accretive acquisitions, (re)development and
“Plus”/Structured investments
• Growth through a curated collection of mixed-use
projects and redevelopments
High Quality
Portfolio &
Operating
Platform
Accretive &
Opportunistic
Capital
Allocation
• Opportunistic acquisition and structured
investment platform (“Plus”) business focused
• on accretive unique opportunities
Significant
Financial
Strength
ESG
Leadership
Focus
• Over 60 years of delivering value to
investors, tenants, employees, and
communities
• ESG approach is aligned with core
business strategy
• Proactive approach to quantifying, disclosing and
managing climate, reputational and other risks
• Commitment to DE&I, ethics and governance practices
at the Board, management, and employee levels
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, 2022, no single open-air shopping center accounted for more than 1.3%
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 1.4% of the Company’s total shopping center GLA.
Furthermore, at December 31, 2022, the Company’s single largest tenant represented only 3.7%, and the Company’s five largest
tenants aggregated less than 11.4%, 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.
4
As one of the original participants in the growth of the shopping center industry and 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.
Government Regulation
Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings
and competitive position, which can be material. We incur costs to monitor and take actions to comply with
governmental regulations that are applicable to our business, which include, among others, federal securities laws
and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and
safety laws and regulations, local zoning, usage and other regulations relating to real property and the Americans with Disabilities
Act of 1990.
In addition, see Item 1A. Risk Factors for a discussion of material risks to us, including, to the extent material, to our competitive
position, relating to governmental regulations, and see “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations” together with our audited consolidated financial statements and the related notes thereto for a
discussion of material information relevant to an assessment of our financial condition and results of operations, including, to
the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and
earnings.
Human Capital Resources
The Company believes that our associates are one of our strongest resources and that a variety of perspectives and experiences
found in a diverse workforce spark innovation and enrich company culture. The Company is committed to diversity, equity and
inclusion best practices in all phases of the associate life cycle, including recruitment, training and development and promotion.
By cultivating high levels of associate satisfaction and improving the diversity of our team, management’s goal is to ensure the
Company will remain a significant driving force in commercial real estate well into the future.
The Company has been and will continue to be an equal opportunity employer committed to hiring, developing, and supporting
a diverse, equitable, and inclusive workplace. To ensure full implementation of this equal employment policy, we take steps to
ensure that persons are recruited, hired, assigned and promoted without regard to race, creed, national origin, ancestry, citizenship
status, religion, age, color, sex, gender (including pregnancy, childbirth and related medical conditions), gender identity and
expression, sexual orientation, marital status, disability, genetic information, protected veteran status, or any other characteristic
protected by local, state, or federal laws, rules, or regulations. All of our employees must adhere to a Code of Business Conduct
and Ethics that sets standards for appropriate behavior and includes required, regular internal training on preventing, identifying,
reporting and stopping any type of discrimination and/or retaliation.
To attract and retain high performing individuals, we are committed to partnering with our associates to provide opportunities
for their professional development and promote their health and well-being. We offer a broad range of benefits, and we believe
our compensation package and benefits are competitive with others in our industry. Our benefits programs include a robust
offering of medical, dental, vision, life, disability and a number of exciting ancillary benefits, all of which require very low
associate contributions or are offered at no cost to associates. The Company also provides a Safe Harbor 401(k) program with
both pretax and Roth offering including a robust, fully vested matching contribution.
The Company has been recognized as a Great Place to Work® for five consecutive years as well as a One of the 2022 Best
Workplaces in Real Estate™, both of which are based on anonymous third-party surveys and feedback collected from our
associates. Additionally, the Company was designated a Best Place to Work for LGBTQ+ Equality and has achieved a perfect
score on the Human Rights Campaign Foundation’s 2022 Corporate Equality Index, a nationally recognized benchmarking
survey and report measuring corporate policies and practices related to LGBTQ+ workplace equality.
The Company operates under a hybrid work model, which balances associates’ need for valuable face-to-face interactions with
individual preferences for ideal work conditions. By continuing to focus on communication, collaboration, and innovation, and
by encouraging associates to protect their personal time and be deliberate in where and how they choose to work, management
is confident that the model results in a happier, engaged, and more efficient workforce.
5
The Company’s executive and management team promotes a true “open door” environment in which all feedback and suggestions
are welcome. Whether it be through regular all employee calls, department meetings, frequent training sessions, Coffee
Connections with the executive team, use of our BRAVO recognition program, awarding of iPads for Ideas, or participation in
our LABS (Leaders Advancing Business Strategy) program, associates are encouraged to be inquisitive and share ideas. Those
ideas have resulted in a number of programs and benefit enhancements.
The Company promotes physical health, including access to a national gym membership program for associates and their family
members as well as host to regular wellness and nutrition seminars and health screenings. The Company also feels it is important
that our associates are engaged and active in the community. Across our numerous offices, associates host volunteer and social
activities. Whether we’re participating in walks, runs, food or toy drives, the Company promotes and supports associate
volunteerism with two volunteer days off per year and a company matching program in support of each associates charitable
endeavors. The Company also encourages associates to directly drive strategy around the Company’s environmental, social and
governance initiatives through participation in five associate-driven KIMunity Councils focused in the areas of diversity, equity
and inclusion, giving, wellness, sustainability, and tenant engagement.
The Company recognizes the importance of advanced education. Each year, the Company funds $100,000 in college scholarships
to benefit the children of our associates. In addition, the Company recently announced, in partnership with ICSC, it is providing
$100,000 in scholarships to students wishing to pursue careers in real estate, of which no less than 50% will be awarded to
students of under-represented groups. Both programs are managed by independent third parties who consider an equal balance
of academics and financial need as determining factors.
The Company's executive offices are located at 500 North Broadway, Suite 201, Jericho, NY 11753, a mixed-use property that
is wholly owned by the Company, and its telephone number is (516) 869-9000 or 1-800-764-7114. Nearly all corporate functions,
including legal, data processing, finance and accounting are administered by the Company from its executive offices in Jericho,
New York and supported by the Company’s regional offices. As of December 31, 2022, a total of 639 persons were employed
by the Company, of which 31% were located in our corporate office with the remainder located in 28 offices throughout the
United States. The average tenure of our employees was 9.0 years.
Cybersecurity
The Company’s Audit Committee receives quarterly briefings from the Company’s Chief Information Officer regarding the
emerging cybersecurity threat and risk landscape as well as the Company’s security program and related readiness, resiliency,
and response efforts.
The Company has a Cyber Risk Committee (“Cyber Committee”) which reviews and reports on technology-based security issues.
The Cyber Committee is comprised of senior management from various business units within the Company and meets quarterly
to review the status of the Company’s overall security program as well as controls and procedures and to stay up-to-date of
relevant legislative, regulatory and technical developments.
The Company utilizes a variety of administrative, technical and physical safeguards that take into account the nature of our IT
environment, information assets and cyber risks posed by both internal and external threats. The Company has incorporated
cybersecurity coverage in its insurance policies. The Company’s goal is to keep its data and systems, as well as its employees
safe from cybersecurity threats.
The Company conducts employee security awareness training and internal phishing exercises. When security issues arise, the
Company conducts a prompt investigation and initiates response protocols and other measures to protect the Company and its
valued employees and key stakeholders.
Environmental, Social and Governance (“ESG”) Programs
The Company strives to build a thriving and viable business, one that succeeds by delivering long-term value for its stakeholders.
We believe that the Company’s ESG programs are aligned with its core business strategy of creating destinations for everyday
living that inspire a sense of community and deliver value to its many stakeholders.
6
The Company has identified the following five pillars that outline the Company’s current strategic priorities within our ESG
program. The Company has defined 16 ESG goals that expand upon the Company’s commitment with clear targets in each pillar:
Communicate Openly with Our
Stakeholders
Maintain regular engagement with key
stakeholder audiences, reporting
information on issues of relevance to
those audiences
•To regularly engage with key stakeholders and annually report relevant ESG
information in alignment with leading voluntary ESG disclosure standards
Embrace the Future of Retail
Foster a sense of place at our shopping
centers, creating people-centered
properties that are more convenient and
accessible
Committed to:
• Construct or entitle at least 12,000 residential units by 2025, as part of our effort to create quality
mixed-use live-work-play environments
• Establish Curbside Pickup infrastructure at 100% of all qualified locations by 2025
• Establish dedicated space for the activation of outside common areas at 20% of properties by
2030
• Establish low-carbon transportation infrastructure at 25% of properties by 2025
Engage Our Tenants and Communities
Help our tenants succeed and be a
positive presence in the communities
where we operate and live
Committed to:
•Maintain an average tenant satisfaction rate of at least 80%
•Give $1.0 million annually in cash and in-kind contributions to support small
businesses and charitable causes in the communities in which we operate
Lead in Operations and Resiliency
Increase efficiency of operations and
protect our assets from disruption
Committed to:
• Invest $500.0 million in eligible Green Bond projects by 2030
• Reduce Scope 1 and 2 GHG emissions by 30% from 2018 to 2030 and achieve net zero Scope 1 and
2 GHG emissions by 2050. Partner with tenants to quantify and reduce our Scope 3 emissions,
establishing a Scope 3 goal by 2025
• Improve common area water efficiency at properties by 20% by 2025
• Achieve 50% waste diversion rate for waste-to-landfill in our corporate offices by 2025
• Establish a comprehensive Vendor Business Practices Policy and expand supply chain reporting
Foster an Engaged, Inclusive and Ethical
Team
Cultivate high levels of employee
satisfaction and enhance diversity at all
levels of the organization
Committed to:
• Maintain an average employee satisfaction rate of at least 90%
• Increase the proportion of diverse employees in management to 60% by 2030, by developing
programs to recruit, develop and retain diverse talent and promoting a culture of inclusion
• Provide 100% of employees with individual development opportunities and maintain a voluntary
turnover rate below 10% annually
• Achieve 75% participation in employee well-being programs annually
The Company has aligned its annual reporting with standards from the Global Reporting Initiative (“GRI”), Sustainability
Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”). The Company also
discloses aggregate-level EEO-1 workforce diversity data that can be found on the Company’s website, which data and website
contents are not incorporated by reference hereto. Additional ESG information of relevance to stakeholders can be found on the
Company’s website, the contents of which are not incorporated by reference and do not form a part of this Form 10-K.
The Company’s Board of Directors sets the Company’s overall ESG program objectives and oversees enterprise risk
management. The Nominating and Corporate Governance Committee of the Board of Directors is responsible for overseeing the
Company's efforts with regard to the Company's ESG matters.
The Company recognizes that climate change is one of the most significant stakeholder issues of our times, threatening the
viability of economic and environmental systems globally. The scientific community has studied climate change and a consensus
exists that warming is occurring outside the boundaries of historical planetary trends due in significant part, to human activity.
As a real estate portfolio owner, the Company monitors physical and transition risks as well as opportunities posed to its business
by climate change and quantifies and discloses the climate impacts of its activities. The Company’s science-based GHG
emissions reduction goals are aligned with the Paris Climate Accord and while there can be no guarantees, we believe they
could put the Company on pace to achieve Scope 1 and Scope 2 net zero GHG emissions by 2050.
7
Climate risks and opportunities are generally evaluated at both the corporate and individual asset level. The following table
summarizes relevant climate risks identified as a part of the Company’s ongoing risk assessment process. The Company may be
subject to other climate risks not included below.
Climate Risk
Description
Physical
Windstorms
Sea Level Rise
Flooding
Wildfires
Heat and Water Stress
Transition
Regulation
Reputation
Increased frequency and intensity of windstorms, such as hurricanes, could lead to property
damage, loss of property value and interruptions to business operations
Rising sea levels could lead to storm surge and other potential impacts for low-lying coastal
properties leading to damage, loss of property value and interruptions to business operations
Change in rainfall conditions leading to increased frequency and severity of flooding could lead
to property damage, loss of property value and interruptions to business operations
Change in fire potential could lead to permanent loss of property, stress on human health (air
quality) and stress on ecosystem services
Increases in temperature could lead to droughts and decreased available water supply could lead
to higher utility usage, supply interruptions and reputational issues in local communities
Regulations at the federal, state and local levels could impose additional operating and capital
costs associated with utilities, energy efficiency, building materials and building design
Increased interest among retail tenants in building efficiency, sustainable design criteria and
"green leases", which incorporate provisions intended to promote sustainability at the property,
could result in decreased demand for outdated space
The Company’s approach in mitigating these risks include but are not limited to (i) carrying additional insurance coverage
relating to flooding and windstorms, (ii) maintaining a geographically diversified portfolio, which limits exposure to event driven
risks and (iii) creating a form “green lease” for its tenants which incorporates varied criteria that align landlord and tenant
sustainability priorities as well as establishing green construction criteria.
In 2020, the Company issued $500.0 million in 2.70% notes due 2030 in its inaugural green bond offering. The net proceeds
from this offering are allocated to finance or refinance, in whole or in part, recently completed, existing or future eligible green
projects, with projects are to be aligned with the four core components of the Green Bond Principles, 2018 as administered by
the International Capital Market Association. Additionally, the Company’s $2.0 billion Credit Facility (as defined below) is a
green credit facility which incorporates rate adjustments associated with attainment (or nonattainment) of Scope 1 and 2
greenhouse gas emissions reductions.
Information About Our Executive Officers
The following table sets forth information with respect to the executive officers of the Company as of December 31, 2022:
Name
Milton Cooper
Conor C. Flynn
Ross Cooper
Glenn G. Cohen
David Jamieson
Available Information
Age
93
42
40
58
42
Position
Executive Chairman of the Board of Directors
Chief Executive Officer
President and Chief Investment Officer
Executive Vice President,
Chief Financial Officer and Treasurer
Executive Vice President,
Chief Operating Officer
Joined Kimco
Co-Founder
2003
2006
1995
2007
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, as soon as reasonably practicable, after we file such material electronically with, or furnish it to, the
SEC. The public may read and obtain a copy of any materials we file electronically with the SEC at http://www.sec.gov.
8
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, including mixed-use assets, 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:
●
●
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
or operate;
trends toward smaller store sizes as retailers reduce inventory and develop new prototypes;
●
increasing use by customers of e-commerce and online store sites;
●
●
the attractiveness of our properties to tenants;
● market disruptions due to global pandemics;
●
●
●
●
●
● ongoing consolidation in the retail sector;
●
●
●
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;
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 and acts of God, including physical and weather-related damage to our properties;
the continued service and availability of key personnel; and
the risk of functional obsolescence of properties over time.
●
●
●
●
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. Open-air shopping centers, including mixed-use assets, 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, 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 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
9
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.
E-commerce and other changes in consumer buying practices present challenges for many of our tenants and may require
us to modify our properties, diversify our tenant composition and adapt our leasing practices to remain competitive.
Many of our tenants face increasing competition from e-commerce and other sources that could cause them to reduce their size,
limit the number of locations and/or suffer a general downturn in their businesses and ability to pay rent. We may also fail to
anticipate the effects of changes in consumer buying practices, particularly of growing online sales and the resulting change in
retailing practices and space needs of our tenants, which could have an adverse effect on our results of operations and cash flows.
We are focused on anchoring and diversifying our properties with tenants that are more resistant to competition from e-commerce
(e.g., groceries, essential retailers, restaurants and service providers), but there can be no assurance that we will be successful in
modifying our properties, diversifying our tenant composition and/or adapting our leasing practices.
Our expenses may remain constant or increase, even if income from our Combined Shopping Center Portfolio decreases,
which could adversely affect our financial condition, results of operations and cash flows.
Costs associated with our business, such as common area expenses, utilities, insurance, real estate taxes, mortgage payments,
and corporate expenses are relatively inflexible and generally do not decrease in the event that a property is not fully occupied,
rental rates decrease, a tenant fails to pay rent or other circumstances cause our revenues to decrease. In addition, inflation could
result in higher operating costs. If we are unable to lower our operating costs when revenues decline and/or are unable to pass
along cost increases to our tenants, our financial condition, results of operations and cash flows could be adversely impacted.
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. The capitalization rates at which
properties may be sold could be higher than historic rates, thereby reducing our potential proceeds from sale. In addition, the
Code includes certain restrictions on 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 time frame that we would need. All of these factors reduce our ability to respond to changes in the
performance of our investments and could adversely affect our business, financial condition and results of operations.
Certain properties we own have a low tax basis, which may result in a taxable gain on sale. We may utilize like-kind exchanges
qualifying under Section 1031 of the Code (“1031 Exchanges”) to mitigate taxable income; however, there can be no assurance
that we will identify properties that meet our investment objectives for acquisitions. In the event that we do not utilize 1031
Exchanges, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash
flow available to fund our commitments.
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
10
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.
We face risks associated with the development of mixed-use commercial properties.
We operate, are currently developing, and may in the future develop, properties either alone or through joint ventures with other
persons that are known as “mixed-use” developments. This means that in addition to the development of retail space, the project
may also include space for residential, office, hotel or other commercial purposes. We have less experience in developing and
managing non-retail real estate than we do with retail real estate. As a result, if a development project includes a non-retail use,
we may seek to develop that component ourselves, sell the rights to that component to a third-party developer with experience
developing properties for such use or partner with such a developer. If we do not sell the rights or partner with such a developer,
or if we choose to develop the other component ourselves, we would be exposed not only to those risks typically associated with
the development of commercial real estate generally, but also to specific risks associated with the development and ownership
of non-retail real estate. In addition, even if we sell the rights to develop the other component or elect to participate in the
development through a joint venture, we may be exposed to the risks associated with the failure of the other party to complete
the development as expected. These include the risk that the other party would default on its obligations necessitating that we
complete the other component ourselves, including providing any necessary financing. In the case of residential properties, these
risks include competition for prospective residents from other operators whose properties may be perceived to offer a better
location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the
resident seeks. We will also compete against condominiums and single-family homes that are for sale or rent. In the case of office
properties, the risks also include changes in space utilization by tenants due to technology, economic conditions and business
culture, declines in financial condition of these tenants and competition for credit worthy office tenants. In the case of hotel
properties, the risks also include increases in inflation and utilities that may not be offset by increases in room rates. We are also
dependent on business and commercial travelers and tourism. Because we have less experience with residential, office and hotel
properties than with retail properties, we expect to retain third parties to manage our residential and other non-retail components
as deemed warranted. If we decide to not sell or participate in a joint venture and instead hire a third-party manager, we would
be dependent on them and their key personnel who provide services to us, and we may not find a suitable replacement if the
management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.
Construction projects are subject to risks that materially increase the costs of completion.
In the event that we decide to 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 and labor 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.
Supply chain disruptions and unexpected construction expenses and delays could impact our ability to timely deliver
spaces to tenants and/or our ability to achieve the expected value of a construction project or lease, thereby adversely
affecting our profitability.
The construction and building industry, similar to many other industries, are experiencing worldwide supply chain disruptions
due to a multitude of factors that are beyond our control. Materials, parts and labor have also increased in cost over the past year
or more, sometimes significantly and over a short period of time. We may incur costs for a property renovation or tenant buildout
that exceeds our original estimates due to increased costs for materials or labor or other costs that are unexpected. We also may
11
be unable to complete renovation of a property or tenant space on schedule due to supply chain disruptions or labor shortages,
which could result in increased debt service expense or construction costs. Additionally, some tenants may have the right to
terminate their leases if a renovation project is not completed on time. The time frame required to recoup our renovation and
construction costs and to realize a return on such costs can often be significant and materially adversely affect our profitability.
The Americans with Disabilities Act of 1990 could require us to take remedial steps with respect to existing or newly
acquired properties.
Our existing properties, as well as properties we may acquire, as commercial facilities, are required to comply with Title III of
the Americans with Disabilities Act of 1990 (the “ADA”). Investigation of a property may reveal non-compliance with the ADA.
The requirements of the ADA, or of other federal, state or local laws or regulations, also may change in the future and restrict
further renovations of our properties with respect to access for disabled persons. Future compliance with the ADA may require
expensive changes to the properties.
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.
We have invested in some properties as a co-venturer or a 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:
● our joint venture partner having potentially inferior financial capacity, diverging business goals and strategies and the
need for their 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 marketable securities, mortgage receivables or other investments,
which may result in significant losses to us.
Our investments in marketable securities are subject to specific risks relating to the particular issuer of the securities, including
the financial condition and business outlook of the issuer, which may result in significant losses to us. Marketable securities are
generally unsecured and may also be subordinated to other obligations of the issuer. As a result, investments in marketable
securities are subject to risks of:
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limited liquidity in the secondary trading market;
substantial market price volatility, resulting from changes in prevailing interest rates;
subordination to the prior claims of banks and other senior lenders to the issuer;
the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations; and
the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and
economic downturn.
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These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make distribution
payments.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Footnote 9 of the Notes to
the Consolidated Financial Statements included in this Form 10-K for additional discussion regarding the shares held by the
Company of Albertsons Companies, Inc. (“ACI”).
Our investments in mortgage receivables are subject to specific risks relating to the borrower and the underlying property. 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 collateralizing the mortgage may decrease. A decline
in real estate values will adversely affect the value of our loans and the value of the properties collateralizing 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
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● 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.
Our real estate assets may be subject to impairment charges.
We periodically assess whether there are any indicators that the value of our real estate assets and other investments may be
impaired. A property’s value is considered to be impaired only if the estimated aggregate future undiscounted property cash
flows are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as trends and
prospects and the effects of demand and competition on expected future operating income. If we are evaluating the potential sale
of an asset or redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action as of the
balance sheet date based on current plans, intended holding periods and available market information. We are required to make
subjective assessments as to whether there are impairments in the value of our real estate assets and other investments.
Impairment charges have an immediate direct impact on our earnings. There can be no assurance that we will not take additional
charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our
results of operations in the period in which the charge is taken.
We intend to continue to sell our lesser quality 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 lesser quality properties and
investments and those of our unconsolidated joint ventures in the future. Our failure to do so would require us to recognize
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.
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We have completed our efforts to exit Mexico, Chile, Brazil, Peru 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 Mexico, Chile, Brazil, Peru and Canada and are subject to a variety of
United States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act and foreign tax laws
and regulations. Although we have completed our efforts to exit our investments in Mexico, South America and Canada, we
cannot assure you that our past practices 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 have experienced cybersecurity attacks and could in the future be subject to significant disruption, data loss or other
security incidents or breaches.
Our information technology (“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. While we maintain
some of our own critical IT networks and related systems, we also depend on third parties to provide important software,
technologies, tools and a broad array of services and operational functions, including payroll, human resources, electronic
communications and finance functions. In the ordinary course of our business, we and our third-party service providers collect,
process, transmit and store sensitive information and data, including intellectual property, our proprietary business information
and that of our customers, suppliers and business partners, as well as personally identifiable information.
We, and our third-party service providers like all businesses, are subject to cyberattacks and security incidents, which threaten
the confidentiality, integrity, and availability of our systems and information resources. Those attacks and incidents may be due
to intentional or unintentional acts by employees, customers, contractors or third parties, who seek to gain unauthorized access
to our or our service providers’ systems to disrupt operations, corrupt data, or steal confidential or personal information through
malware, computer viruses, ransomware, software or hardware vulnerabilities, social engineering (e.g., phishing attachments to
e-mails) or other vectors.
The risk of a cybersecurity attack, breach or operational disruption, particularly through a cyber incident, including by computer
hackers, foreign governments or cyber terrorists, has generally increased. Although we make efforts to maintain the security and
integrity of IT networks and related systems on which we rely, and we have implemented various measures to manage the risk
of a cyberattack, security breach or security related disruption, there can be no assurance that our efforts and measures or those
of our third-party services providers will be effective or that attempted security breaches or disruptions would not be successful
or damaging.
Attack methodologies change frequently or are not recognized until launched, and we may be unable to investigate or remediate
incidents because attackers increasingly use techniques and tools designed to circumvent controls, to avoid detection, and to
remove or obfuscate forensic evidence.
We have in the past experienced adverse events that have not resulted, and are not expected to result, in a material impact on the
Company’s business operations or financial results. For example, in February 2023, the Company experienced a criminal
ransomware attack affecting data contained on legacy servers of Weingarten Realty Investors (“WRI”). The Company acquired
WRI in August 2021. The affected servers and exfiltrated data were on the WRI network. The WRI network is separate and is
not connected to the Company’s network. The Company promptly initiated an investigation and its response protocols, including
deploying containment measures such as taking affected systems offline, implementing enhanced monitoring technology and
data recovery processes. The Company also notified federal law enforcement, engaged the services of cybersecurity and forensics
professionals, and restored affected systems. The WRI network data is historical and stored for archival purposes.
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;
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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 remediate systems, fulfill compliance requirements and/or
to remedy any damages that result;
subject us to regulatory enforcement, including investigative costs and fines or penalties, as the White House, SEC
and other regulators have increased their focus on companies’ cybersecurity vulnerabilities and risks;
subject us to litigation claims for negligence, breach of contract or other agreements or other causes of action,
potentially resulting in remedies such as damages, credits, penalties or termination of leases or other agreements; or
● damage our reputation among our tenants, investors and associates.
The occurrence or perception of a cyberattack or security incident could result in operational interruption, damage to our
relationship with our tenants, and confidential data exposure. In addition, federal and state governments and agencies have
enacted, and continue to develop, broad data protection legislation, regulations, and guidance that require companies to
increasingly implement, monitor and enforce reasonable cybersecurity measures. These governmental entities and agencies are
aggressively investigating and enforcing such legislation, regulations and guidance across industry sectors and companies. We
may be required to expend significant capital and other resources to address an attack or incident, including those as a result of
the February 2023 incident involving the WRI legacy servers, and our insurance may not cover some or all of our losses resulting
from an attack or incident. These losses may include payments for investigations, forensic analyses, legal advice, public relations
advice, system repair or replacement, or other services, in addition to any remedies or relief that may result from legal
proceedings. The incurrence of these losses, costs or business interruptions may adversely affect our reputation as well as our
financial condition, results of operations and cash flows.
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. The Company has environmental insurance coverage on certain of its properties,
however this coverage may not be sufficient to cover any or all expenses associated with the aforementioned risks.
Natural disasters, severe weather conditions and the effects of climate change could have an adverse impact on our
financial condition, results of operations and cash flows.
Our operations are located in areas that are subject to natural disasters and severe weather conditions such as hurricanes, tornados,
earthquakes, snowstorms, floods and fires, and the frequency of these natural disasters and severe weather conditions may
increase due to climate change. The occurrence of natural disasters, severe weather conditions and the effects of climate change,
including extreme temperatures and ambient temperature increases, can delay new development or redevelopment projects,
decrease the attractiveness of locations, increase investment costs to repair or replace damaged properties (or make repair or
replacement impossible), increase operation costs, including the cost of energy at our properties, increase costs for future property
insurance, negatively impact the tenant demand for lease space and cause substantial damages or losses to our properties which
could exceed any applicable insurance coverage. The incurrence of any of these losses, costs or business interruptions may
adversely affect our financial condition, results of operations and cash flows.
We anticipate the potential effects of climate change will increasingly impact the decisions and analysis we make with respect
to our properties, since climate change considerations can impact the relative desirability of locations and the cost of operating
and insuring real estate properties. In addition, changes in government legislation and regulation on climate change could result
in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend
more on our development or redevelopment projects without a corresponding increase in revenues, which may adversely affect
our financial condition, results of operations and cash flows. Transition impacts of climate change may subject us to increased
regulations, reporting requirements (such as the SEC’s proposed climate change disclosure rule), standards, or expectations
regarding the environmental impacts of our or our tenants’ business. Failure to disclose accurate information in a timely manner
may also adversely affect our reputation, business, or financial performance.
Pandemics or other health crises may adversely affect our tenants’ financial condition and the profitability of our
properties.
Our business and the businesses of our tenants could be materially and adversely affected by the risks, or the public perception
of the risks, related to a pandemic or other health crisis, such as the outbreak of novel coronavirus (COVID-19).
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Such events could result in the complete or partial closure of one or more of our tenants’ manufacturing facilities or distribution
centers, temporary or long-term disruption in our tenants’ supply chains from local and international suppliers, and /or delays in
the delivery of our tenants’ inventory.
The profitability of our properties depends, in part, on the willingness of customers to visit our tenants’ businesses. The risk, or
public perception of the risk, of a pandemic or media coverage of infectious diseases could cause employees or customers to
avoid our properties, which could adversely affect foot traffic to our tenants’ businesses and our tenants’ ability to adequately
staff their businesses. Such events could adversely impact tenants’ sales and/or cause the temporary closure of our tenants’
businesses, which could severely disrupt their operations and have a material adverse effect on our business, financial condition
and results of operations.
Financial disruption or a prolonged economic downturn could materially and adversely affect the Company’s business.
Worldwide financial markets have recently experienced periods of extraordinary disruption and volatility, resulting in heightened
credit risk, reduced valuation of investments and decreased economic activity. Moreover, many companies have experienced
reduced liquidity and uncertainty as to their ability to raise capital during such periods of market disruption and volatility. In the
event that these conditions recur or result in a prolonged economic downturn, our results of operations, financial position or
liquidity could be materially and adversely affected. These market conditions may affect the Company's ability to access debt
and equity capital markets. In addition, as a result of recent financial events, we may face increased regulation.
Corporate responsibility, specifically related to ESG factors and commitments, imposes additional costs and expose us to
new risks.
Sustainability evaluations is becoming more broadly accepted or expected by investors and shareholders. Certain organizations
that provide corporate governance and other corporate risk information to investors and shareholders have developed scores and
ratings to evaluate companies and investment funds based upon ESG or “sustainability” metrics. Many investment funds focus
on positive ESG business practices and sustainability scores when making investments and may consider a company’s
sustainability score as a reputational or other factor in making an investment decision. In addition, investors, particularly
institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging,
these investors may engage with companies to require improved ESG disclosure or performance. We may face reputational
damage or additional costs in the event our corporate responsibility procedures or standards do not meet the standards set by
various constituencies. In addition, the criteria by which companies are rated may change, which could cause us to receive lower
scores than previous years. A low sustainability score could result in a negative perception of the Company, or exclusion of our
common stock from consideration by certain investors who may elect to invest with our competition instead. In addition, as part
of our corporate responsibility, we have adopted certain ESG goals, including greenhouse gas emissions reduction targets and
other sustainability initiatives. If we cannot not meet these goals fully or on time, we may face reputational damage.
Moreover, while we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the
statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be
representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the
long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG
matters. Such disclosures may also be at least partially reliant on third-party information that we have not independently verified
or cannot be independently verified. In addition, we expect there will likely be increasing levels of regulation, disclosure-related
and otherwise, with respect to ESG matters, and increased regulation will likely lead to increased compliance costs as well as
scrutiny that could heighten all of the risks identified in this risk factor. Such ESG matters may also impact our suppliers or
customers, which may adversely impact our business, financial condition, or results of operations.
Our success depends largely on the continued service and availability of key personnel.
We depend on the deep industry knowledge and efforts of key personnel, including our executive officers, to manage our day-
to-day operations and strategic business direction. Our ability to attract, retain and motivate key personnel may significantly
impact our future performance, and if any of our executive officers or other key personnel depart the Company, for any reason,
we may not be able to easily replace such individual. The loss of the services of our executive officers and other key personnel
could have a material adverse effect on our financial condition, results of operations and cash flows.
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Retail operating conditions may adversely affect our results of operations.
A retail property’s revenues and value may be adversely affected by a number of factors, many of which apply to real estate
investment generally, but which also include trends in the retail industry and perceptions by retailers or shoppers of the safety,
convenience and attractiveness of the retail property. Our retail properties are public locations, and any incidents of crime or
violence, including acts of terrorism, could result in a reduction of business traffic to tenant stores in our properties. Any such
incidents may also expose us to civil liability or harm our reputation. In addition, to the extent that the investing public has a
negative perception of the retail sector, the value of our retail properties may be negatively impacted.
Our Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure may result in potential conflicts of
interest with members of Kimco OP whose interests may not be aligned with those of our stockholders.
Our directors and officers have duties to our corporation and our stockholders under Maryland law in connection with their
management of the corporation. At the same time, we, as managing member of Kimco OP, our operating company, have fiduciary
duties under Delaware law to our operating company and to its members in connection with the management of our operating
company. If we admit outside members to our operating company, our duties as managing member of our operating company
and to its members may come into conflict with the duties of our directors and officers to the corporation and our stockholders.
While the operating agreement contains provisions limiting the fiduciary duties of the managing member to the operating
company and its members, the provisions of Delaware law that allow for such limitations have not been fully tested in a court of
law.
Risks Related to Our Debt and Equity Securities
We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect
on our growth strategy, our financial condition and our results of operations.
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 stakeholders.
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 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 Credit Facility
and the indentures and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.
We have a substantial amount of indebtedness and may need to incur more in the future.
We have substantial indebtedness. The level of indebtedness could have adverse consequences on our business, such as:
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requiring the Company to use a substantial portion of our cash flow from operations to service our indebtedness,
which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and
other general corporate purposes and reduce cash for distributions;
limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures,
or other debt service requirements or for other purposes;
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increasing our costs of incurring additional debt;
subjecting us to floating interest rates;
limiting our ability to compete with other companies that are not as highly leveraged, as we may be less capable of
responding to adverse economic and industry conditions;
restricting the Company from making strategic acquisitions, developing properties, or exploiting business
opportunities;
restricting the way in which we conduct our business because of financial and operating covenants in the agreements
governing our existing and future indebtedness;
exposing the Company to potential events of default (if not cured or waived) under covenants contained in our debt
instruments that could have a material adverse effect on our business, financial condition, and operating results;
increasing our vulnerability to a downturn in general economic conditions; and
limiting our ability to react to changing market conditions in its industry.
The impact of any of these potential adverse consequences could have a material adverse effect on our results of operations,
financial condition, and liquidity.
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;
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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.
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.
Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control
transaction, even if such a change in control may be in our best interest, and as a result may depress the market price of
our securities.
Our charter contains certain ownership limits. Our charter contains various provisions that are intended to preserve our
qualification as a REIT and, subject to certain exceptions, authorize our directors to take such actions as are necessary or
appropriate to preserve our qualification as a REIT. For example, our charter prohibits the actual, beneficial or constructive
ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares
of our common stock, and more than 9.8% in value of the aggregate outstanding shares of all classes and series of our stock. Our
Board of Directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from these ownership
limits if certain conditions are satisfied. The restrictions on ownership and transfer of our stock may:
● discourage a tender offer or other transactions or a change in management or of control that might involve a premium
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price for our common stock or that our stockholders otherwise believe to be in their best interests; or
result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary
and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.
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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 U.S. Internal Revenue Service (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 ownership of our
stock, the composition of our assets and the sources of our gross income. 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 have 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 were to lose our REIT status, we would face serious tax consequences that would substantially reduce the funds available
to pay distributions 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 a federal alternative minimum tax or 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.
Our failure to qualify as a REIT or new legislation or changes in U.S. federal income tax laws including 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 REIT taxable income each year,
excluding net capital gains, and we will be subject to regular U.S. federal 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
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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, or is held through a
taxable REIT subsidiary, 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.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and
estates is 20%. Dividends payable by REITs, however, generally are not eligible for these reduced rates. U.S. stockholders that
are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (i.e., dividends not designated as
capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026.
Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming
the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends
that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments
in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends treated as
qualified dividend income, which could materially and adversely affect the value of the shares of REITs, including the per share
trading price of our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Real Estate Portfolio.
As of December 31, 2022, the Company had interests in 532 shopping center properties aggregating 90.8 million square feet of
GLA located in 28 states. In addition, the Company had 23 other property interests, primarily through the Company’s preferred
equity investments and other investments, totaling 5.7 million square feet of GLA. Open-air shopping centers comprise the
primary focus of the Company's current portfolio. As of December 31, 2022, the Company’s Combined Shopping Center
Portfolio, including noncontrolling interests, was 95.7% 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 170,754 square feet as of December 31, 2022. 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 2022, the
Company expended $113.9 million in connection with property redevelopments and $79.8 million related to improvements.
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, home improvement centers, off-price
retailer, discounter or service-oriented tenant. As one of the original participants in the growth of the shopping center industry
and the nation's largest owner and operator 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, Albertsons Companies, Ross Stores,
Amazon/Whole Foods Market, PetSmart, Ahold Delhaize, Kroger, Burlington Stores and Walmart.
20
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, 2022, no single open-air shopping center accounted for more than 1.3%
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 1.4% of the Company’s total shopping center GLA.
At December 31, 2022, the Company’s five largest tenants were TJX Companies, The Home Depot, Ross Stores, Albertsons
Companies and Amazon/Whole Foods Market, which represented 3.7%, 2.1%, 1.9%, 1.9% 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 (certain of the leases
provide for the payment of a fixed-rate reimbursement of these such expenses). 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. Additionally, many
of the leases provide for reimbursements by the tenant of capital expenditures.
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,
2022. 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, 2022, the Company’s consolidated operating portfolio, comprised of 428 shopping center properties
aggregating 70.6 million square feet of GLA, was 95.5% leased. The consolidated operating portfolio consists entirely of
properties located in the U.S., inclusive of Puerto Rico. For the period of January 1, 2022 to December 31, 2022, 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 $19.05 to $19.60, an increase of $0.55. This increase primarily consists of (i) a $0.28
increase relating to rent step-ups within the portfolio and new leases signed, net of leases vacated, (ii) a $0.17 increase relating
to acquisitions and (iii) a $0.10 increase relating to dispositions.
The Company has a total of 8,292 leases in the 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 leases data:
Year Ending
December 31,
(1)
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
Number of Leases
Expiring
167
867
1,185
1,149
1,071
1,138
790
432
321
338
402
Square Feet
Expiring
469
4,771
7,648
8,134
9,563
9,726
7,860
3,915
2,612
2,385
2,901
Total Annual
Base
Rent Expiring
$
$
$
$
$
$
$
$
$
$
$
11,527
89,735
146,985
152,931
158,673
175,091
141,934
73,695
58,702
54,674
56,550
% of Gross
Annual Rent
0.9 %
7.2 %
11.8 %
12.3 %
12.7 %
14.0 %
11.4 %
5.9 %
4.7 %
4.4 %
4.5 %
(1) Leases currently under a month-to-month lease or in process of renewal.
21
During 2022, the Company executed 1,696 leases totaling 10.7 million square feet in the Company’s consolidated operating
portfolio comprised of 525 new leases and 1,171 renewals and options. The leasing costs associated with these new leases are
estimated to aggregate $107.4 million or $39.40 per square foot. These costs include $84.3 million of tenant improvements and
$23.1 million of external leasing commissions. The average rent per square foot for (i) new leases was $21.76 and (ii) renewals
and options was $18.20. 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 40 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 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 insurance.
Item 4. Mine Safety Disclosures
Not applicable.
22
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information: The Company’s common stock is traded on the NYSE under the trading symbol "KIM".
Holders: The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,767 as of January
31, 2023.
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 determined without regard to the dividends paid deduction and excluding any net capital gain. In addition,
the Company will be subject to federal income tax at regular corporate rates to the extent that it distributes less than 100% of its
net taxable income, including any net capital gains. The actual cash flow available to pay dividends will be affected by a number
of factors, including the revenues received from operating 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. The following table reflects the income tax status of distributions per share paid to
holders of shares of our common stock:
Dividend paid per share
Ordinary income
Capital gains
Return of capital
$
Year Ended December 31,
2021
2022
0.84 $
81 %
16 %
3 %
0.68
77 %
3 %
20 %
In addition to common stock offerings, the Company has capitalized on the growth in its business through the issuance of
unsecured fixed rate medium-term notes, underwritten bonds, unsecured bank debt, mortgage debt and perpetual preferred stock.
Borrowings under the Company's unsecured 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 13,
14 and 19 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 L Preferred Stock and Class M
Preferred Stock, the financial covenants contained in its public bond indentures, as amended, or the credit agreement for its Credit
Facility 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 Unregistered Securities: None.
Issuer Purchases of Equity Securities:
The Company’s Board of Directors had authorized the repurchase of up to 900,000 depositary shares of Class L preferred stock
and 1,058,000 depositary shares of Class M preferred stock through December 31, 2022, which represented up to an aggregate
of 1,958 shares of the Company’s preferred stock, par value $1.00 per share. During the year ended December 31, 2022, the
Company repurchased 54,508 depositary shares of Class L preferred stock and 90,760 depositary shares of Class M preferred
stock for a purchase price of $1.3 million and $2.1 million, respectively.
23
During February 2018, the Company’s Board of Directors authorized a share repurchase program, which is scheduled to expire
February 29, 2024. Under this program, 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. The Company did not repurchase any shares under the share
repurchase program during the year ended December 31, 2022. As of December 31, 2022, the Company had $224.9 million
available under this common share repurchase program.
During the year ended December 31, 2022, the Company repurchased 567,450 shares of the Company’s common stock for an
aggregate purchase price of $13.7 million (weighted average price of $24.11 per share) in connection with common shares
surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with
equity-based compensation plans.
The following table presents information regarding the shares of common stock repurchased by the Company during the three
months ended December 31, 2022.
Period
October 1, 2022 – October 31, 2022
November 1, 2022 – November 30, 2022
December 1, 2022 – December 31, 2022
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)
1,791 $
-
4,472
6,263 $
18.63
-
21.49
20.67
- $
- $
- $
-
224.9
224.9
224.9
Total Stockholder Return Performance: The following performance chart compares, over the five years ended December 31,
2022, 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 NAREIT Equity REITs Index (the “NAREIT Equity REITs”) prepared and published
by the National Association of Real Estate Investment Trusts (“NAREIT”). The NAREIT Equity REITs Index 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, 2022, 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.
250
200
150
100
50
)
$
(
s
r
a
l
l
o
D
0
12-17
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
(December 2017 to December 2022)
12-18
12-19
12-20
12-21
12-22
Kimco Realty Corporation
S&P 500 Index
FTSE NAREIT Equity REITs Index
Years
*$100 invested on 12/31/17 in stock or index, including reinvestment of dividends, for the years ended
December 31, 2018, 2019, 2020, 2021 and 2022.
Source: S&P Global Market Intelligence
24
Comparison of 5 year cumulative total return data points
Dec-17
Dec-18
Dec-19
Dec-20
Dec-21
Dec-22
Kimco Realty Corporation $
$
S&P 500
$
NAREIT Equity REITs
100 $
100 $
100 $
87 $
96 $
95 $
130 $
126 $
120 $
99 $
149 $
111 $
167 $
192 $
158 $
149
157
120
Item 6. Reserved
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.
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. 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 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”).
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP 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 Company’s significant accounting policies are more fully
described in Footnote 1 to the Consolidated Financial Statements. The Company is required to make subjective assessments, of
which, the most significant assumptions and estimates relate to the recoverability of trade accounts receivable, depreciable lives,
valuation of real estate and intangible assets and liabilities, and valuation of joint venture investments and other investments. The
Company’s reported net earnings are directly affected by management’s estimate of impairments. 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.
Trade Accounts Receivable
The Company reviews its trade accounts receivable, related to base rents, straight-line rent, expense reimbursements and other
revenues for collectability. The Company evaluates the probability of the collection of the lessee’s total accounts receivable,
including the corresponding straight-line rent receivable balance on a lease-by-lease basis. Determining the probability of
collection of substantially all lease payments during a lease term requires significant judgment. The Company’s analysis of its
accounts receivable included (i) customer credit worthiness, (ii) assessment of risk associated with the tenant, and (iii) current
economic trends. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected
recovery of pre-petition and post-petition bankruptcy claims. The Company includes provision for doubtful accounts in Revenues
from rental properties, net. If a lessee’s accounts receivable balance is considered uncollectible, the Company will write-off the
receivable balances associated with the lease and will only recognize lease income on a cash basis. In addition to the lease-
specific collectability assessment, the analysis also recognizes a general reserve, as a reduction to Revenues from rental
properties, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company’s
historical and current collection experience and the potential for settlement of arrears. Although the Company estimates
uncollectible receivables and provides for them through charges against Revenues from rental properties, actual results may
differ from those estimates. For example, in the event that the Company’s collectability determinations are not accurate, and we
are required to write off additional receivables equaling 1% of the outstanding accounts receivable balance at December 31,
2022, the Company’s rental income and net income would decrease by $3.0 million for the year ended December 31, 2022. If
the Company subsequently determines that it is probable it will collect the remaining lessee’s lease payments under the lease
term, any outstanding lease receivables (including straight-line rent receivables) are reinstated with a corresponding increase to
rental income.
25
Real Estate
Valuation of Real Estate, and Intangible Assets and Liabilities
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.
Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired
assets, while transaction costs for acquisitions that are deemed to be business combinations are expensed as incurred. Also, upon
acquisition of real estate operating properties in either an asset acquisition or business combination, 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.
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 identified intangible
5 to 50
Terms of leases or useful lives, whichever is
assets)
shorter
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.
During 2022, the Company acquired properties for a total purchase price of $524.9 million. $8.4 million, or less than 1.6% of the
total purchase price, was allocated to above-market leases and $24.1 million, or 4.6% was allocated to below-market leases. If
the amounts allocated in 2022 to above-market and below-market leases were each reduced by 1% of the total purchase price,
the net annual market lease amortization through rental income would decrease by $0.9 million (using the weighted average life
of above-market and below-market leases at each respective acquired property).
On a continuous basis, management assesses whether there are any indicators, including property operating performance, changes
in anticipated holding period, general market conditions and delays of development, 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, net of anticipated construction and leasing costs
(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 costs of materials and labor, 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. The Company’s estimated fair values
are primarily based upon estimated sales prices from signed contracts or letters of intent from third parties, discounted cash flow
models or third-party appraisals. Estimated fair values that are based on discounted cash flow models include all estimated cash
inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based
upon unobservable rates that the Company believes to be within a reasonable range of current market rates.
See Footnote 3, 4 and 6 of the Notes to Consolidated Financial Statements for further discussion.
Valuation of Joint Venture Investments and Other 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 will
be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. Estimated
fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified
holding period, capitalization rates and discount rates utilized in these models are based upon unobservable rates that the
Company believes to be within a reasonable range of current market rates.
26
See Footnote 1 of the Notes to Consolidated Financial Statements for further discussion of the Company’s accounting policies
and estimates.
Executive Overview
Kimco Realty Corporation is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping
centers, and a growing portfolio of mixed-use assets. 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.
Weingarten Merger
On August 3, 2021, Weingarten merged with and into the Company, with the Company continuing as the surviving public
company, pursuant to the Merger Agreement between the Company and Weingarten which was entered into on April 15, 2021.
The total purchase price of the Merger was $4.1 billion, which consists primarily of 179.9 million shares of the Company’s
common stock issued in exchange for Weingarten common shares, plus $281.1 million of cash consideration. The Merger brought
together two industry-leading retail real estate platforms with highly complementary portfolios and created the preeminent open-
air shopping center and mixed-use real estate owner in the country. As a result of the Merger, the Company acquired 149
properties, including 30 held through joint venture programs. The increased scale in targeted growth markets, coupled with a
broader pipeline of redevelopment opportunities, has positioned the combined company to create significant value for its
shareholders. See Footnote 2 of the Notes to the Consolidated Financial Statements for additional discussion regarding the
Merger.
Corporate UPREIT Reorganization
In January of 2023, the Company completed the Reorganization into an UPREIT structure as described in the Explanatory Note
at the beginning of this Annual Report. Prior to the Reorganization, the Company’s business was conducted through the
Predecessor. This Annual Report pertains to the business and results of operations of the Predecessor for its fiscal year ended
December 31, 2022. As a result of the Reorganization, the Company became the successor issuer to the Predecessor under the
Exchange Act. The Company and Kimco OP have elected to co-file this Annual Report of the Predecessor to ensure continuity
of information to investors. For additional information about the Reorganization, please see the Company’s Current Reports on
Form 8-K filed with the SEC on January 3, 2023 and January 4, 2023.
Financial Highlights
The following highlights the Company’s significant transactions, events and results that occurred during the year ended
December 31, 2022:
Financial and Portfolio Information:
● Net income available to the Company’s common shareholders was $100.8 million, or $0.16 per diluted share, for the
year ended December 31, 2022 as compared to $818.6 million, or $1.60 per diluted share, for the year ended
December 31, 2021.
● FFO available to the Company's common shareholders was $976.4 million, or $1.58 per diluted share, for the year
ended December 31, 2022, as compared to $706.8 million, or $1.38 per diluted share, for the corresponding period in
2021 (see additional disclosure on FFO beginning on page 40).
● Same property net operating income (“Same property NOI”) was $1.3 billion for the year ended December 31, 2022,
as compared to $1.2 billion for the corresponding period in 2021, an increase of 4.4% (see additional disclosure on
Same property NOI beginning on page 41).
● Executed 1,696 new leases, renewals and options totaling approximately 10.7 million square feet in the consolidated
operating portfolio during the year ended December 31, 2022.
● Consolidated operating portfolio occupancy at December 31, 2022 was 95.5% as compared to 94.2% at December 31,
2021.
27
Acquisitions, Dispositions and Other Activity (see Footnotes 4, 5 and 9 of the Notes to Consolidated Financial Statements
included in this Form 10-K):
● Acquired 10 operating properties and eight parcels, in separate transactions, for $524.9 million
● Disposed of nine operating properties and 13 parcels, in separate transactions, for an aggregate sales price of $191.1
million, which resulted in aggregate gains of $15.2 million, before noncontrolling interests and taxes.
● Monetized 11.5 million of shares of ACI held by the Company, generating net proceeds of $301.1 million and a book
gain of $15.2 million. For tax purposes, the Company recognized a long-term capital gain of $251.5 million. The
Company has elected to retain the proceeds from this stock sale for general corporate purposes and
pay corporate income tax of $57.2 million on the taxable gain. The Company held 28.3 million shares of ACI as of
December 31, 2022.
Capital Activity (for additional details see Liquidity and Capital Resources below):
●
Issued $650.0 million of 4.60% notes maturing February 2033 and $600.0 million of 3.20% notes maturing in April
2032.
● Repaid $1.4 billion of notes bearing interest rates from 3.13% to 3.50% with maturity dates ranging from October
2022 to June 2023.
● Assumed $79.4 million of mortgage debt (including fair market value adjustment of $9.4 million) encumbering six
operating properties acquired in 2022 and obtained a $19.0 million mortgage relating to a consolidated joint venture
operating property.
● Repaid $158.4 million of mortgage debt that encumbered 11 operating properties.
● As of December 31, 2022, had $2.1 billion in immediate liquidity, including $149.8 million in cash.
As a result of the above debt activity, the Company’s consolidated debt maturity profile, including extension options as of
December 31, 2022, is as follows:
Debt Maturities Profile
)
s
n
o
i
l
l
i
m
n
i
(
s
r
a
l
l
o
D
$2,500
$2,000
$1,500
$1,000
$500
$-
5.00%
4.00%
3.00%
2.00%
1.00%
0.00%
e
t
a
R
t
s
e
r
e
t
n
I
e
g
a
r
e
v
A
d
e
t
h
g
i
e
W
Years
Total Maturing Debt
Weighted Average Interest Rate on Maturing Debt
● As of December 31, 2022, the weighted average interest rate was 3.49% and the weighted average maturity profile
was 9.5 years related to the Company’s consolidated debt.
The Company faces external factors which may influence its future results from operations. There remains significant
uncertainty in the current macro-economic environment, driven by inflationary pressures, as well as ongoing supply chain
issues. These factors have impacted, and are expected to continue to impact, consumer discretionary spending and many of our
tenants. The convenience and availability of e-commerce has continued to impact the retail sector, which could affect our
ability to increase or maintain rental rates and our ability to renew expiring leases and/or lease available space. To better
position itself, 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, off-price retailers, discounters and service-oriented
28
tenants, which offer buy online and pick up in store, off-price merchandise and day-to-day necessities rather than high-priced
luxury items.
The Company’s portfolio is focused on first ring suburbs around major metropolitan-area U.S. markets, predominantly on the
east and west coasts and in the sun belt region, which are supported by strong demographics, significant projected population
growth, and where the Company perceives significant barriers to entry. The Company owns a predominantly grocery-anchored
portfolio clustered in the nation’s top markets. The Company believes it can continue to increase its occupancy levels, rental
rates and overall rental growth. In addition, the Company, on a selective basis, has developed or redeveloped projects which
include residential and mixed-use components.
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 may continue to dispose of certain properties. If the estimated fair value for any of these assets
is less than their net carrying values, the Company would be required to take impairment charges and such amounts could be
material. For a further discussion of these and other factors that could impact our future results, performance or transactions, see
Item 1A. Risk Factors.
Results of Operations
Comparison of the years ended December 31, 2022 and 2021
Results from operations for the year ended December 31, 2021 include the combined operations for five months as a result of
the Company’s Merger with Weingarten which occurred on August 3, 2021. The following table presents the comparative results
from the Company’s Consolidated Statements of Income for the year ended December 31, 2022, as compared to the
corresponding period in 2021 (in thousands, except per share data):
2022
Year Ended December 31,
2021
Change
Revenues
Revenues from rental properties, net
Management and other fee income
Operating expenses
Rent (1)
Real estate taxes
Operating and maintenance (2)
General and administrative (3)
Impairment charges
Merger charges
Depreciation and amortization
Gain on sale of properties
Other income/(expense)
Other income, net
(Loss)/gain on marketable securities, net
Interest expense
Early extinguishment of debt charges
Provision for income taxes, net
Equity in income of joint ventures, net
Equity in income of other investments, net
Net loss/(income) attributable to noncontrolling interests
Preferred dividends
Net income available to the Company's common shareholders
Net income available to the Company's common shareholders:
Diluted per share
$
$
$
1,710,848 $
16,836
1,349,702 $
14,883
(15,811 )
(224,729 )
(290,367 )
(119,534 )
(21,958 )
-
(505,000 )
15,179
28,829
(315,508 )
(226,823 )
(7,658 )
(56,654 )
109,481
17,403
11,442
(25,218 )
100,758 $
(13,773 )
(181,256 )
(222,882 )
(104,121 )
(3,597 )
(50,191 )
(395,320 )
30,841
19,810
505,163
(204,133 )
-
(3,380 )
84,778
23,172
(5,637 )
(25,416 )
818,643 $
361,146
1,953
(2,038 )
(43,473 )
(67,485 )
(15,413 )
(18,361 )
50,191
(109,680 )
(15,662 )
9,019
(820,671 )
(22,690 )
(7,658 )
(53,274 )
24,703
(5,769 )
17,079
198
(717,885 )
0.16 $
1.60 $
(1.44 )
(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 expense includes employee-related expenses (including salaries, bonuses, equity awards, benefits, severance costs and
payroll taxes), professional fees, office rent, travel and entertainment costs and other company-specific expenses.
29
Net income available to the Company’s common shareholders was $100.8 million for the year ended December 31, 2022, as
compared to $818.6 million for the comparable period in 2021. On a diluted per share basis, net income available to the
Company’s common shareholders for the year ended December 31, 2022, was $0.16 as compared to $1.60 for the comparable
period in 2021. For additional disclosure, see Footnote 28 of the Notes to Consolidated Financial Statements included in this
Form 10-K.
The following describes the changes of certain line items included on the Company’s Consolidated Statements of Income, that
the Company believes changed significantly and affected Net income available to the Company’s common shareholders during
the year ended December 31, 2022, as compared to the corresponding period in 2021:
Revenue from rental properties, net –
The increase in Revenues from rental properties, net of $361.1 million is primarily from (i) an increase in revenues of $332.6
million due to properties acquired during 2022 and 2021, including the results of the Merger, and (ii) an increase in revenues
from tenants of $53.7 million primarily due to an increase in leasing activity and net growth in the current portfolio, partially
offset by (iii) a net decrease of $19.6 million due to changes in credit losses from tenants, (iv) a decrease in revenues of $3.1
million due to dispositions in 2022 and 2021 and (v) a decrease in lease termination fee income of $2.5 million.
Real estate taxes –
The increase in Real estate taxes of $43.5 million is primarily due to properties acquired during 2022 and 2021, including the
impact of the Merger.
Operating and maintenance –
The increase in Operating and maintenance expense of $67.5 million is primarily due to (i) properties acquired during 2022 and
2021, including the impact of the Merger, and (ii) increases in repairs and maintenance, utilities and other operating costs
throughout the Company’s operating properties.
General and administrative –
The increase in General and administrative expense of $15.4 million is primarily due to (i) an increase in employee-related
expenses of $10.5 million resulting from additional employees hired in connection with the Merger and (ii) an increase in
professional fees and corporate expenses of $6.6 million, including costs related to the Company’s UPREIT Reorganization,
partially offset by (iii) a decrease of $1.7 million primarily due to the fluctuations in value of various directors’ deferred stock.
Impairment charges –
During the years ended December 31, 2022 and 2021, the Company recognized impairment charges of $22.0 million and $3.6
million, respectively, primarily related to adjustments to property carrying values for which the Company’s estimated fair values
were primarily based upon signed contracts or letters of intent from third-party offers. 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. Certain of the calculations to determine fair values utilized
unobservable inputs and, as such, were classified as Level 3 of the FASB’s fair value hierarchy. For additional disclosure, see
Footnotes 6 and 18 of the Notes to Consolidated Financial Statements included in this Form 10-K.
Merger charges –
During the year ended December 31, 2021, the Company incurred costs of $50.2 million associated with the Merger. These
charges are primarily comprised of severance costs and professional and legal fees.
Depreciation and amortization –
The increase in Depreciation and amortization of $109.7 million is primarily due to (i) an increase of $166.7 million resulting
from properties acquired during 2022 and 2021, including the impact of the Merger, and (ii) an increase of $1.4 million due to
depreciation commencing on certain redevelopment projects that were placed into service during 2022 and 2021, partially offset
by (iii) a net decrease of $58.4 million primarily from fully depreciated assets and write-offs due to tenant vacates and dispositions
during 2022 and 2021.
30
Gain on sale of properties –
During 2022, the Company disposed of nine operating properties and 13 parcels, in separate transactions, for an aggregate sales
price of $191.1 million, which resulted in aggregate gains of $15.2 million. During 2021, the Company disposed of 13 operating
properties and 10 parcels (including the deconsolidation of six operating properties), in separate transactions, for an aggregate
sales price of $612.4 million, which resulted in aggregate gains of $30.8 million.
Other income, net –
The increase in Other income, net of $9.0 million is primarily due to (i) a net increase in mortgage and other financing income
of $9.4 million, including profit participation of $4.0 million relating to the repayment of a loan, and (ii) an increase in dividend,
interest and other income of $3.2 million, partially offset by (iii) a decrease in net periodic benefit income of $3.6 million relating
to the Company’s defined benefit plan.
(Loss)/gain on marketable securities, net –
The change in (Loss)/gain on marketable securities, net of $820.7 million is primarily the result of mark-to-market fluctuations
of the shares of ACI common stock held by the Company.
Interest expense –
The increase in Interest expense of $22.7 million is primarily due to (i) increased levels of borrowings resulting from the
assumption of senior unsecured notes and mortgages in connection with the Merger and public debt offerings, partially offset by
(ii) the repayment of senior unsecured notes and mortgages during 2022 and 2021 and (iii) an increase in fair market value
amortization, primarily related to the assumption of debt in connection with the Merger and acceleration due to the repayment of
senior unsecured notes in 2022.
Early extinguishment of debt charges –
The increase in Early extinguishment of debt charges of $7.7 million is primarily due to the Company’s repayment of its $500.0
million 3.40% senior unsecured notes, which were scheduled to mature in November 2022. As a result, the Company incurred a
prepayment charge of $6.5 million and $0.7 million from the write-off of deferred financing costs during 2022.
Provision for income taxes, net –
The increase in Provision for income taxes, net of $53.3 million is primarily due to the sale of 11.5 million of the shares of ACI
held by the Company, which generated a taxable long-term capital gain. The Company elected to retain the proceeds from the
sale and as a result incurred federal corporate and state income tax aggregating $57.2 million on such gain.
Equity in income of joint ventures, net –
The increase in Equity in income of joint ventures, net of $24.7 million is primarily due to (i) an increase in net gains of $21.9
million resulting from the sale of properties within various joint venture investments during 2022, as compared to 2021, and (ii)
an increase in equity in income of $4.5 million from ownership interests acquired in unconsolidated joint ventures in connection
with the Merger, partially offset by (iii) an increase in impairment charges of $1.7 million recognized during 2022, as compared
to 2021.
Equity in income of other investments, net –
The decrease in Equity in income of other investments, net of $5.8 million is primarily due to the sale of properties within the
Company’s Preferred Equity Program during 2022 and 2021.
Net loss/(income) attributable to noncontrolling interests –
The change in Net loss/(income) attributable to noncontrolling interests of $17.1 million is primarily due to (i) impairment
charges relating to properties within consolidated joint ventures recognized during 2022, partially offset by (ii) an increase in net
income attributable to noncontrolling interests primarily related to consolidated joint ventures acquired in the Merger.
31
Comparison of the years ended December 31, 2021 and 2020
Information pertaining to fiscal year 2020 was included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2021 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” which was filed with the SEC on March 1, 2022.
Liquidity and Capital Resources
The Company’s capital resources include accessing the public debt and equity capital markets, unsecured term loans, mortgages
and construction loan financing, marketable securities (including 28.3 million shares of ACI common stock held by the Company,
which had a value of $587.7 million at December 31, 2022 and are subject to certain contractual lock-up provisions that expire
in May 2023) and immediate access to an unsecured revolving credit facility (the “Credit Facility”) with bank commitments of
$2.0 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):
Cash, cash equivalents and restricted cash, beginning of year
Net cash flow provided by operating activities
Net cash flow used for investing activities
Net cash flow used for financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, end of year
Operating Activities
Year Ended December 31,
2021
2022
334,663 $
861,114
(63,217 )
(982,731 )
(184,834 )
149,829 $
293,188
618,875
(476,259 )
(101,141 )
41,475
334,663
$
$
The Company anticipates that cash on hand, net cash flow provided by operating activities, borrowings under its Credit Facility
and the issuance of equity, public debt, as well as other debt and equity alternatives, and the sale of marketable equity securities,
will provide the necessary capital required by the Company. The Company will continue to evaluate its capital requirements for
both its short-term and long-term liquidity needs, which could be affected by various risks and uncertainties, including, but not
limited to, the effects of the current inflationary environment, rising interest rates, and other risks detailed in Part I, Item 1A.
Risk Factors
Net cash flows provided by operating activities for the year ended December 31, 2022, was $861.1. million, as compared to
$618.9 million for the comparable period in 2021. The increase of $242.2 million is primarily attributable to:
●
additional operating cash flow generated by operating properties acquired during 2022 and 2021, including those
acquired from the Merger;
changes in accounts payable and accrued expenses due to timing of receipts and payments; and
● new leasing, expansion and re-tenanting of core portfolio properties;
●
● nonrecurring costs incurred in connection with the Merger during 2021, partially offset by
●
●
changes in operating assets and liabilities due to timing of receipts and payments;
a decrease in distributions from the Company’s joint ventures programs due to the sale of properties within the
ventures; and
the disposition of operating properties in 2022 and 2021.
●
Investing Activities
Net cash flows used for investing activities was $63.2 million for 2022, as compared to $476.3 million for 2021.
Investing activities during 2022 consisted primarily of:
Cash inflows:
● $302.5 million in proceeds from the sale of marketable securities, primarily due to the sale of 11.5 million shares
of ACI;
● $184.3 million in proceeds from the sale of nine consolidated properties and 13 parcels;
● $68.4 million in reimbursements of investments in and advances to real estate joint ventures and other
investments primarily due to the sale of properties within the investments;
● $60.3 million in collection of mortgage and other financing receivables; and
32
● $4.0 million for principal payments from securities held to maturity.
Cash outflows:
● $300.8 million for the acquisition of 10 consolidated operating properties and eight parcels;
● $193.7 million for improvements to operating real estate primarily related to the Company’s active
redevelopment pipeline;
● $104.7 million for investments in and advances to real estate joint ventures, primarily related to partner buyouts
and a redevelopment project within the Company’s joint venture portfolio, and investments in other investments,
primarily related to funding commitments for certain investments;
● $75.1 million for investment in mortgage and other financing receivables;
● $4.5 million for investment in cost method investments; and
● $4.0 million for investment in marketable securities.
Investing activities during 2021 consisted primarily of:
Cash inflows:
● $302.8 million in proceeds from the sale of 13 consolidated properties and 10 parcels (including the
deconsolidation of 6 operating properties);
● $111.9 million in reimbursements of investments in and advances to real estate joint ventures and other
investments primarily due to the sale of properties within the investments; and
● $13.8 million in collection of mortgage and other financing receivables.
Cash outflows:
● $356.0 million for the acquisition of 11 consolidated operating properties and one parcel;
● $264.0 million net cash consideration paid in conjunction with the Merger;
● $163.7 million for improvements to operating real estate primarily related to the Company’s active
redevelopment pipeline;
● $67.1 million for investments in and advances to other investments, primarily related to a preferred equity
investment located in San Antonio, TX;
● $41.9 million for investment in other financing receivables; and
● $12.6 million for investments in and advances to real estate joint ventures, primarily related to a redevelopment
project within the Company’s joint venture portfolio.
Acquisitions of Operating Real Estate and Other Related Net Assets
During the years ended December 31, 2022 and 2021, the Company expended $300.8 million and $619.9 million, respectively,
towards the acquisition of operating real estate properties, including the Merger in 2021. The Company anticipates spending
approximately $125.0 million to $250.0 million towards the acquisition of operating properties during 2023. The Company
intends to fund these acquisitions with cash on hand, net cash flow provided by operating activities, proceeds from property
dispositions, proceeds from the sale of marketable securities and/or availability under its Credit Facility.
Improvements to Operating Real Estate
During the years ended December 31, 2022 and 2021, the Company expended $193.7 million and $163.7 million, respectively,
towards improvements to operating real estate. These amounts consist of the following (in thousands):
Redevelopment and renovations
Tenant improvements and tenant allowances
Total improvements
Year Ended December 31,
2021
2022
$
$
113,928 $
79,782
193,710 $
100,784
62,915
163,699
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 anticipates its
capital commitment toward these redevelopment projects and re-tenanting efforts for 2023 will be approximately $175.0 million
to $225.0 million. The funding of these capital requirements will be provided by cash on hand, proceeds from property
dispositions, proceeds from the sale of marketable securities, net cash flow provided by operating activities and/or availability
under the Company’s Credit Facility.
33
Financing Activities
Net cash flows used for financing activities was $982.7 million for 2022, as compared to $101.1 million for 2021.
Financing activities during 2022 primarily consisted of the following:
Cash inflows:
● $1.25 billion in proceeds from issuance of the Company’s $600.0 million 3.20% senior unsecured notes due 2032
and $650.0 million 4.60% senior unsecured notes due 2033;
● $19.0 million in proceeds from a mortgage loan financing;
● $15.5 million in proceeds from the issuance of common stock; and
● $5.3 million from changes in tenants’ security deposits.
Cash outflows:
● $1.4 billion for repayment of four separate senior unsecured notes, which had maturity dates ranging from
November 2022 to June 2023;
● $544.7 million of dividends paid;
● $167.7 million in principal payment on debt, including normal amortization of rental property debt;
● $67.5 million in redemption/distribution of noncontrolling interests;
● $20.3 million in financing origination costs, in connection with the issuance of senior unsecured notes;
● $13.7 million in shares repurchased for employee tax withholding on equity awards;
● $7.0 million for payment of early extinguishment of debt charges; and
● $3.4 million for repurchase of preferred stock.
Financing activities during 2021 primarily consisted of the following:
Cash inflows:
● $500.0 million in proceeds from issuance of 2.25% senior unsecured notes due in 2031; and
● $83.0 million in proceeds from issuance of common stock, primarily related to the Company’s at-the-market
continuous offering program and the exercise of employee stock options.
Cash outflows:
● $382.1 million of dividends paid;
● $239.9 million in principal payment on debt, including normal amortization of rental property debt;
● $34.6 million in redemption/distribution of noncontrolling interests;
● $20.8 million in shares repurchased for employee tax withholding on equity awards; and
● $8.2 million in financing origination costs, primarily in connection with the Company’s issuance of $500.0
million of senior unsecured notes.
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. As of December
31, 2022, the Company had consolidated floating rate debt totaling $18.4 million, excluding deferred financing costs of $0.1
million. 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.
Debt maturities for 2023 consist of: $12.0 million of consolidated debt, $38.1 million of unconsolidated joint venture debt and
$32.3 million of debt included in the Company's preferred equity program, assuming the utilization of extension options where
available. The 2023 consolidated debt maturities are anticipated to be repaid with operating cash flows or debt refinancing, as
deemed appropriate. The 2023 debt maturities on properties in the Company’s unconsolidated joint ventures are anticipated to
be repaid through operating cash flows, debt refinancing, unsecured credit facilities, proceeds from sales within the respective
entities, 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 or improve its 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.
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
34
debt and equity, raising in the aggregate over $17.4 billion. Proceeds from public capital market activities have been used for the
purposes of, among other things, repaying indebtedness, acquiring interests in open-air, grocery anchored shopping centers and
mixed-use assets, expanding and improving properties in the portfolio and other investments.
During January 2023, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years,
for 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 securities 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.
During January 2023, the Company filed a registration statement on Form S-8 for its 2020 Equity Participation Plan (the “2020
Plan”), which was previously approved by the Company’s stockholders and is a successor to the Restated Kimco Realty
Corporation 2010 Equity Participation Plan that expired in March 2020. The 2020 Plan provides for a maximum of 10,000,000
shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted
stock, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards. At December
31, 2022, the Company had 6.9 million shares of common stock available for issuance under the 2020 Plan. (see Footnote 23 of
the Notes to Consolidated Financial Statements included in this Form 10-K).
Preferred Stock –
The Company’s Board of Director’s authorized the repurchase of up to 900,000 depositary shares of Class L preferred stock and
1,058,000 depositary shares of Class M preferred stock representing up to 1,958 shares the Company’s preferred stock, par value
$1.00 per share through December 31, 2022. During the year ended December 31, 2022, the Company repurchased the following
preferred stock:
Class of Preferred Stock
Class L
Class M
Common Stock –
Depositary Shares
Repurchased
Purchase Price (in millions)
1.3
2.1
54,508 $
90,760 $
During August 2021, the Company established an at-the-market continuous offering program (the “ATM program”) pursuant to
which the Company may offer and sell from time-to-time 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 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. In addition, the Company may from time to time enter into separate forward sale agreements with one or more banks.
During 2022, the Company issued 450,000 shares and received net proceeds after commissions of $11.3 million. During 2021,
the Company issued 3.5 million shares and received net proceeds after commissions of $76.9 million. As of December 31, 2022,
the Company had $411.0 million available under this ATM program.
The Company has a share repurchase program, which is scheduled to expire on February 29, 2024. Under this program, 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. The Company did not repurchase any shares under the share repurchase program during 2022 and 2021. As
of December 31, 2022, the Company had $224.9 million available under this common share repurchase program.
Senior Notes –
During the year ended December 31, 2022, the Company issued the following senior unsecured notes (dollars in millions):
Date Issued
Aug-22
Feb-22
Amount Issued
650.0
$
600.0
$
Interest Rate
4.600%
3.200%
Maturity Date
Feb-33
Apr-32
35
During the year ended December 31, 2022, the Company fully repaid the following senior unsecured notes (dollars in millions):
Date Paid
Sep-22 (1)
Sep-22 (1) (2)
Sep-22 (1) (2)
Mar-22 (3)
Amount Repaid
299.7
$
350.0
$
299.4
$
500.0
$
Interest Rate
3.500%
3.125%
3.375%
3.400%
Maturity Date
Apr-23
Jun-23
Oct-22
Nov-22
(1) There were no prepayment charges associated with this early repayment.
(2)
(3) The Company incurred a prepayment charge of $6.5 million and $0.7 million in write-off of deferred financing costs resulting from this early
Includes partial repayments during May and June 2022.
repayment, which are included in Early extinguishment of debt charges on the Company’s Consolidated Statements of Income.
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
<60%
<40%
>1.50x
>1.50x
As of
December 31, 2022
37%
2%
3.9x
2.5x
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; Seventh Supplemental Indenture dated as of April 24,
2014; and the Eighth Supplemental Indenture dated as of January 3, 2023 each as filed with the SEC. See the Index to Exhibits
included in this Form 10-K for specific filing information.
In addition, for a full description of the various indenture covenants for senior unsecured notes assumed during the Merger, refer
to the Indenture dated May 1, 1995 included as an exhibit to Weingarten’s Registration Statement on Form S-3, filed with the
Securities and Exchange Commission on May 1, 1995; First Supplemental Indenture, dated as of August 2, 2006, included as an
exhibit to Weingarten’s Current Report on Form 8-K dated August 2, 2006, Second Supplemental Indenture, dated as of October
9, 2012 filed with Weingarten’s Current Report on Form 8-K dated October 9, 2012. See the Exhibits Index in this Form 10-K
for specific filing information.
In connection with the Reorganization, Kimco OP became the issuer of the senior notes and the Parent Company has provided a
full and unconditional guarantee of Kimco OP’s obligations under each series of senior notes previously issued and outstanding.
Credit Facility –
The Company had a $2.0 billion Credit Facility with a group of banks which was scheduled to expire in March 2024, with two
additional six-month options to extend the maturity date, at the Company’s discretion, to March 2025. The Credit Facility was a
green credit facility tied to sustainability metric targets, as described in the agreement. In July 2022, the Company amended the
Credit Facility to (i) replace LIBOR borrowings with Secured Overnight Financing Rate (“SOFR”) borrowings, (ii) supplement
the sustainability grid with an additional one basis point reduction of applicable margin if certain criteria as defined in the Credit
Facility are met, (iii) add a leverage metric test which, if met, reduces the applicable margin by five basis points and (iv) obtain
pre-approval of a possible organizational conversion to an UPREIT structure. The Company achieved such sustainability metric
targets, which effectively reduced the rate on the Credit Facility by two basis points. The Credit Facility, which accrued interest
at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus 75.5 basis points (5.21% as of December
31, 2022), and can be increased to $2.75 billion through an accordion feature. Pursuant to the terms of the Credit Facility, the
Company, among other things, was subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii)
minimum interest and fixed charge coverage ratios. As of December 31, 2022, the Credit Facility had no outstanding balance
and appropriations for letters of credit of $1.2 million.
In February 2023, the Company closed on a new $2.0 billion unsecured revolving credit facility (the “New Credit Facility”) with
a group of banks, which is scheduled to expire in March 2027 with two additional six-month options to extend the maturity date,
at the Company’s discretion, to March 2028. The New Credit Facility can be increased to $2.75 billion through an accordion
feature. The New Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The
New Credit Facility replaces the Company’s Credit Facility discussed above, that was scheduled to mature in March 2024. The
36
New Credit Facility accrues interest at a rate of Adjusted Term SOFR, as defined in the terms of the New Credit Facility, plus
77.5 basis points and fluctuates in accordance with the Company's credit ratings, which can be further adjusted upward or
downward by four basis points based on the sustainability metric targets, as defined in the agreement. The Company achieved
certain sustainability metric targets, which effectively reduced the rate on the New Credit Facility by two basis points. Pursuant
to the terms of the New Credit Facility, the Company continues to be subject to the same covenants under the Credit Facility.
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
December 31, 2022
38%
2%
4.6x
4.1x
For a full description of the Credit Facility’s covenants, refer to Amendment No. 2, dated July 12, 2022, to the Amended and
Restated Credit Agreement, dated February 27, 2020, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2022, file with the SEC on July 29, 2022. See the Index to Exhibits included in this Form 10-
K for specific filing information.
Mortgages Payable –
During 2022, the Company (i) assumed $79.4 million of mortgage debt (including fair market value adjustment of $9.4 million)
encumbering six operating properties acquired in 2022, (ii) obtained a $19.0 million mortgage relating to a consolidated joint
venture operating property and (iii) repaid $158.4 million of mortgage debt (including fair market value adjustment of $0.5
million) that encumbered 11 operating properties.
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 to partially fund the capital needs of its real estate re-development and re-tenanting projects. As
of December 31, 2022, the Company had over 485 unencumbered property interests in its portfolio.
Albertsons Companies, Inc. –
In October 2022, the Company sold 11.5 million shares of ACI held by the Company, generating net proceeds of $301.1 million.
For tax purposes, the Company recognized a long-term capital gain of $251.5 million. The Company elected to retain the proceeds
from this stock sale for general corporate purposes and pay corporate income tax of $57.2 million on the taxable gain. This
undistributed long-term capital gain is allocated to, and reportable by, each shareholder, and each shareholder is also entitled to
claim a federal income tax credit for its allocable share of the federal income tax paid by the Company for 2022. The allocable
share of the long-term capital gain and the federal tax credit will be reported to direct holders of Kimco common shares, on Form
2439, and to others in year-end reporting documents issued by brokerage firms if Kimco shares are held in a brokerage account.
As of December 31, 2022, the Company holds 28.3 million shares of ACI, which had a value of $587.7 million, which are subject
to certain contractual lock-up provisions that expire in May 2023.
On October 13, 2022, The Kroger Co. (“Kroger”) and ACI entered into a definitive merger agreement (“ACI Merger”), with
Kroger continuing as the surviving public company. The ACI Merger is subject to numerous regulatory approvals and customary
closing conditions. Separate from the ACI Merger, on October 13, 2022, ACI declared a special cash dividend of $6.85 per share
to ACI shareholders of record as of the close of business on October 24, 2022 and was scheduled to be paid on November 7,
2022.
On November 3, 2022, the Superior Court of King County in the State of Washington issued an order temporarily restraining
the payment of the special dividend in the case State of Washington v. Albertsons Companies, Inc. et al., until a hearing on a
motion for a preliminary injunction could be held. On December 9, 2022, the Superior Court denied the motion for a
preliminary injunction but extended the temporary restraining order for the Attorney General for the State of Washington to
appeal to the Supreme Court of the State of Washington. Due to the contingency resulting from this unresolved litigation at
December 31, 2022, the Company did not recognize its share of the special dividend for the year ended December 31, 2022.
On January 17, 2023, the Supreme Court of the State of Washington denied a motion by the Attorney General of the State of
Washington to hear an appeal from the Superior Court’s denial to enjoin ACI from paying the special dividend. As a result of
the decision by the Supreme Court of the State of Washington, the temporary restraining order preventing payment of the special
37
dividend was lifted. On January 20, 2023, ACI distributed the special dividend to holders of record as of October 24, 2022. The
Company received its share of the special dividend payment of $194.1 million during January 2023, and will recognize this
income during the three months ending March 31, 2023.
Dividends –
In connection with its intention to continue to qualify as a REIT for U.S. 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 it 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 dividend payout ratio
which reserves 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 $544.7 million, $382.1 million and $379.9
million in 2022, 2021 and 2020, respectively.
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. The Company’s objective is to establish a dividend level that maintains
compliance with the Company’s REIT taxable income distribution requirements. On October 25, 2022, the Company’s Board of
Directors declared a quarterly dividend with respect to the Company’s classes of cumulative redeemable preferred shares (Classes
L and M) which were paid on January 17, 2023, to shareholders of record on December 30, 2022. In addition, the Company’s
Board of Directors declared a quarterly cash dividend of $0.23 per common share, which was paid on December 23, 2022, to
shareholders of record on December 9, 2022.
On February 8, 2023, the Company’s Board of Directors declared quarterly dividends with respect to the Company’s classes of
cumulative redeemable preferred shares (Classes L and M), which are scheduled to be paid on April 17, 2023, to shareholders of
record on April 3, 2023. Additionally, on February 8, 2023, the Company’s Board of Directors declared a quarterly cash dividend
of $0.23 per common share payable on March 23, 2023 to shareholders of record on March 9, 2023.
Contractual Obligations and Other Commitments
Contractual Obligations
The Company has debt obligations relating to its Credit Facility (no outstanding balance as of December 31, 2022), unsecured
senior notes and mortgages with maturities ranging from four months to 27 years. As of December 31, 2022, the Company’s
consolidated total debt had a weighted average term to maturity of 9.5 years. In addition, the Company has non-cancelable leases
pertaining to its shopping center portfolio. As of December 31, 2022, the Company had 40 consolidated shopping center
properties that are subject to long-term ground leases where a third party owns and has leased the underlying land or a portion of
the underlying land to the Company to construct and/or operate a shopping center. Amounts due in 2023 in connection with these
leases aggregate $12.4 million. The following table summarizes the Company’s consolidated debt maturities (excluding
extension options, unamortized debt issuance costs of $68.1 million and fair market value of debt adjustments aggregating $43.7
million) and obligations under non-cancelable operating leases as of December 31, 2022:
Long-Term Debt:
Principal (1)
Interest (2)
Non-cancelable Leases:
Operating leases (3)
Financing leases
$
$
$
$
Payments due by period (in millions)
2023
2024
2025
2026
2027
Thereafter Total
23.4 $
250.3 $
667.7 $
229.6 $
813.5 $
204.1 $
780.4 $
191.0 $
472.7 $ 4,424.6 $ 7,182.3
161.4 $ 1,553.5 $ 2,589.9
12.4 $
23.0 $
11.6 $
- $
11.1 $
- $
10.4 $
- $
10.1 $
- $
188.9 $
- $
244.5
23.0
(1) Maturities utilized do not reflect extension options, which range from two to five years.
(2) For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2022.
(3) For leases which have inflationary increases, future ground and office rent expense was calculated using the rent based upon initial lease payment.
The Company has $12.0 million of consolidated secured debt scheduled to mature in 2023. The Company anticipates satisfying
the remaining future maturities with operating cash flows or debt refinancing.
38
Commitments
The Company has issued letters of credit in connection with the completion and repayment guarantees, primarily on certain of
the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At December 31,
2022, these letters of credit aggregated $43.3 million.
The Company has investments with funding commitments of $30.4 million, of which $16.5 million has been funded as of
December 31, 2022.
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 the completion of the improvements and infrastructure. As of December 31, 2022, the Company had $18.4 million in
performance and surety bonds outstanding.
The Company provides a guaranty for the payment of any debt service shortfalls on Series A bonds issued by the Sheridan
Redevelopment Agency which are tax increment revenue bonds issued in connection with a property owned by the Company in
Sheridan, Colorado. These tax increment revenue bonds have a balance of $45.5 million outstanding at December 31, 2022. The
bonds are to be repaid with incremental sales and property taxes and a public improvement fee ("PIF") to be assessed on current
and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The revenue generated
from incremental sales, property taxes and PIF have satisfied the debt service requirements to date. The incremental taxes and
PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.
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. 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, 2022, 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).
Debt balances within the Company’s unconsolidated joint venture investments for which the Company held noncontrolling
ownership interests at December 31, 2022, aggregated $1.4 billion. As of December 31, 2022, these loans had scheduled
maturities ranging from three months to 8.5 years and bore interest at rates ranging from 2.95% to LIBOR plus 200 basis points
(6.39% as of December 31, 2022). Approximately $38.1 million of the aggregate outstanding loan balance matures in 2023.
These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing, unsecured credit facilities, proceeds
from sales of properties within the ventures, and partner capital contributions, as deemed appropriate (see Footnote 7 of the Notes
to Consolidated Financial Statements included in this Form 10-K).
Other Investments
The Company has provided capital to owners and developers of real estate properties and loans through its Preferred Equity
Program. As of December 31, 2022, the Company’s net investment under the Preferred Equity Program was $69.4 million
relating to 12 properties As of December 31, 2022, these preferred equity investment properties had non-recourse mortgage loans
aggregating $232.8 million. These loans have scheduled maturities ranging from less than one year to 1.5 years and bear interest
at rates ranging from 4.19% to SOFR plus 265 basis points (6.78% as of December 31, 2022). 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.
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 as a result of escalation clauses, which generally
39
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. To assist in partially mitigating the Company's
exposure to increases in costs and operating expenses, including common area maintenance costs, real estate taxes and insurance,
resulting from inflation the Company’s leases include provisions that either (i) require the tenant to pay an allocable share of
these operating expenses or (ii) contain fixed contractual amounts, which include escalation clauses, to reimburse these operating
expenses.
Funds From Operations
FFO is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies.
NAREIT defines FFO as net income/(loss) available to the Company’s common shareholders computed in accordance with
GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate
assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in
entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v)
after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. The Company
also made an election, per the NAREIT Funds From Operations White Paper-2018 Restatement, to exclude from its calculation
of FFO (i) gains and losses on the sale of assets and impairments of assets incidental to its main business and (ii) mark-to-market
changes in the value of its equity securities. As such, the Company does not include gains/impairments on land parcels, mark-to-
market gains/losses from marketable securities, allowance for credit losses on mortgage receivables or gains/impairments on
other investments in NAREIT defined FFO.
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.
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 or cash flows from operations as a measure of liquidity.
The Company’s reconciliation of Net (loss)/income available to the Company’s common shareholders to FFO available to the
Company’s common shareholders is reflected in the table below (in thousands, except per share data).
Net (loss)/income available to the Company’s common shareholders
Gain on sale of properties
Gain on sale of joint venture properties
Depreciation and amortization - real estate related
Depreciation and amortization - real estate joint ventures
Impairment charges (including real estate joint ventures)
Profit participation from other investments, net
Loss/(gain) on marketable securities, net
Provision/(benefit) for income taxes (1)
Noncontrolling interests (1)
FFO available to the Company’s common shareholders (3)
Weighted average shares outstanding for FFO calculations:
Basic
$
$
Units
Dilutive effect of equity awards
Diluted (2)
FFO per common share – basic
FFO per common share – diluted (2)
Three Months Ended
December 31,
Year Ended
December 31,
2022
2021
2022
2021
(56,086 ) $
(4,221 )
(643 )
123,663
16,158
1,585
(4,584 )
100,314
58,608
63
234,857 $
615,856
2,559
2,114
620,529
75,327 $
-
(11,596 )
132,797
15,949
3,932
(9,824 )
37,347
(25 )
(3,835 )
240,072 $
614,150
3,878
2,410
620,438
100,758 $
(15,179 )
(38,825 )
501,274
66,326
27,254
(15,593 )
315,508
58,373
(23,540 )
976,356 $
615,528
2,492
2,283
620,303
818,643
(30,841 )
(16,879 )
392,095
51,555
7,145
(8,595 )
(505,163 )
2,152
(3,285 )
706,827
506,248
2,627
2,422
511,297
$
$
0.38 $
0.38 $
0.39 $
0.39 $
1.59 $
1.58 $
1.40
1.38
(1)
Related to gains, impairment, depreciation on properties, and gains/(losses) on sales of marketable securities, where applicable.
40
(2)
(3)
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 available to the Company’s common shareholders. FFO available to the Company’s common shareholders would be increased by $584 and
$856 for the three months ended December 31, 2022 and 2021, respectively, and $2,041 and $1,053 for the years ended December 31, 2022 and
2021, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of FFO available to the
Company’s common shareholders per share. Accordingly, the impact of such conversion has not been included in the determination of diluted
earnings per share calculations.
Includes Merger charges of $50.2 million recognized during the year ended December 31, 2021, in connection with the Merger. In addition, the
three months and year ended December 31, 2021, includes a pension valuation adjustment of $3.0 million of income included in Other income, net
on the Company’s Consolidated Statements of Income. Includes Early extinguishment of debt charges of $7.7 million recognized during the year
ended December 31, 2022.
Same Property Net Operating Income
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 cash flows from operations 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.
For the three months and years ended December 31, 2022 and 2021, the Company included Same property NOI from the
Weingarten properties acquired through the Merger. The amount included in the table below, for "Weingarten Same property
NOI", for the year ended December 31, 2021, represents the Same property NOI from Weingarten properties prior to the Merger,
which is not included in the Company's Net (loss)/income available to the Company’s common shareholders.
Same property NOI is calculated using revenues from rental properties (excluding straight-line rent adjustments, lease
termination fees, TIFs and amortization of above/below-market rents) less charges for credit losses, 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 (loss)/income available to the Company’s common shareholders to Same property NOI
(in thousands):
Three Months Ended
December 31,
Year Ended
December 31,
2022
2021
2022
2021
$
(56,086 ) $
75,327 $
100,758 $
818,643
Net (loss)/income available to the Company’s common shareholders
Adjustments:
Management and other fee income
General and administrative
Impairment charges
Merger charges
Depreciation and amortization
Gain on sale of properties
Interest and other expense, net
Loss/(gain) on marketable securities, net
Provision for income taxes, net
Equity in income of other investments, net
Net income/(loss) attributable to noncontrolling interests
Preferred dividends
Weingarten same property NOI (1)
Non same property net operating income
Non-operational expense from joint ventures, net
Same property NOI
$
(3,955 )
31,928
200
-
124,676
(4,221 )
50,969
100,314
57,750
(1,912 )
2,710
6,307
-
(14,942 )
23,934
317,672 $
(4,249 )
28,985
2,643
-
133,633
-
49,503
37,347
483
(12,807 )
268
6,354
-
(15,661 )
9,987
(14,883 )
104,121
3,597
50,191
395,320
(30,841 )
184,323
(505,163 )
3,380
(23,172 )
5,637
25,416
252,651
(113,794 )
55,213
311,813 $ 1,264,432 $ 1,210,639
(16,836 )
119,534
21,958
-
505,000
(15,179 )
205,652
315,508
56,654
(17,403 )
(11,442 )
25,218
-
(80,504 )
55,514
(1)
Amount for the year ended December 31, 2021, represents the Same property NOI from Weingarten properties, not included in the Company's Net
income available to the Company's common shareholders pre-Merger.
41
Same property NOI increased by $5.9 million, or 1.9%, for the three months ended December 31, 2022, as compared to the
corresponding period in 2021. This increase is primarily the result of (i) an increase of $15.4 million primarily related to an
increase in rental revenue driven by strong leasing activity and a decrease in tenant rent abatements and vacancies as a result of
the diminishing effects of the COVID-19 pandemic, partially offset by (ii) a change in credit loss from tenants of $9.5 million.
Same property NOI increased by $53.8 million, or 4.4%, for the year ended December 31, 2022, as compared to the corresponding
period in 2021. This increase is primarily the result of (i) an increase of $81.0 million primarily related to an increase in rental
revenue driven by strong leasing activity and a decrease in tenant rent abatements and vacancies as a result of the diminishing
effects of the COVID-19 pandemic, partially offset by (ii) a change in credit loss from tenants of $27.2 million.
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 exposure is interest rate risk. The Company periodically evaluates its exposure to short-
term interest rates and will, from time-to-time, enter into interest rate protection agreements which mitigate, but do not eliminate,
the effect of changes in interest rates on its floating-rate debt. The Company has not entered, and does not plan to enter, into any
derivative financial instruments for trading or speculative purposes. 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, 2022, 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
$
$
$
2023
2024
2025
2026
2027
Thereafter Total
Fair
Value
12.0 $
3.23 %
14.9 $
4.87 %
53.0 $
3.50 %
- $
-
- $
-
18.3 $
5.43 %
- $
-
- $
-
34.3 $
4.01 %
244.4 $
4.23 %
358.6 $
4.10 %
293.8
- $
-
- $
-
18.3 $
5.43 %
17.9
- $
-
654.3 $
3.37 %
752.9 $
3.48 %
785.4 $
3.06 %
436.8 $ 4,151.6 $ 6,781.0 $ 5,837.4
4.03 %
3.47 %
3.45 %
Based on the Company’s variable-rate debt balances, interest expense would have increased by $0.2 million for the year ended
December 31, 2022, if short-term interest rates were 1.0% higher.
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 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 the Company’s disclosure controls and procedures are
effective as of December 31, 2022.
42
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, 2022, 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,
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, 2022.
The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under
Item 8.
Item 9B. Other Information
Director and Officer Indemnification Agreements
On or about February 23, 2023, the Company entered into, or will enter into, new indemnification agreements with each of its
directors and executive officers (each, an “Indemnitee”). The indemnification agreements provide that the Company will
indemnify the Indemnitee, in each case, against certain expenses and costs arising out of claims to which he or she becomes
subject in connection with his or her service to the Company. The indemnification agreements contain customary terms and
conditions and establish certain customary procedures and presumptions.
The above description of the indemnification agreements does not purport to be complete and is qualified in its entirety by
reference to the Form of Indemnification Agreement filed as Exhibit 10.19 hereto and incorporated herein by reference.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
43
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,” “Governance at
Kimco,” “Officers,” “Other Matters” and if required, “Delinquent Section 16(a) Reports” in our definitive proxy statement to be
filed with respect to the Annual Meeting of Stockholders expected to be held on April 25, 2023 (“Proxy Statement”).
We have adopted a Code of Conduct that applies to all directors, officers and employees, including our principal executive
officer, principal financial officer and principal accounting officer. The Code of Conduct
the
Investors/Governance/Governance Documents section of our website at www.kimcorealty.com. A copy of the Code of
Conduct is available in print, free of charge, to stockholders upon request to us at the address set forth in Item 1 of this Form 10-
K under the section “Business - Overview.” We intend to satisfy the disclosure requirements under the Exchange Act, as
amended, regarding an amendment to or waiver from a provision of our Code of Conduct by posting such information on our
website.
is available at
Item 11. Executive Compensation
The information required by this item is incorporated by reference to “Compensation Discussion and Analysis,” “Executive
Compensation Committee Report,” “ Executive Compensation Tables,” “Governance at Kimco” 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 “Beneficial Ownership” and “Executive Compensation” 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
“Governance at Kimco” in our Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to “Proposal 4 Ratification of Independent Accountants” in
our Proxy Statement.
44
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements –
PART IV
The following consolidated financial information is included as a separate section of this Form 10-K.
Form 10-K
Report Page
Report of Independent Registered Public Accounting Firm ..............................................................................
53
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2022 and 2021 .................................................................
Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020 ......................
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021
and 2020 .....................................................................................................................................................
Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020 .....
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 ...............
Notes to Consolidated Financial Statements ......................................................................................................
55
56
57
58
59
60
2 . Financial Statement Schedules -
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2022, 2021 and 2020 ..
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2022 .......................................
Schedule IV - Mortgage Loans on Real Estate as of December 31, 2022 .........................................................
104
105
122
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 Form 10-K. ......................
46
Item 16. Form 10-K Summary
None.
45
INDEX TO EXHIBITS
Exhibit
Number
2.1
2.2
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
Exhibit Description
Agreement and Plan of Merger, dated as of April
15, 2021, by and between Kimco Realty
Corporation and Weingarten Realty Investors.
Agreement and Plan of Merger, dated December
15, 2022, by and among Kimco, New Kimco and
Merger Sub.
Articles of Amendment and Restatement of
Kimco Realty Corporation
Amended and Restated Bylaws of Kimco Realty
Corporation, dated January 31, 2023
Articles of Merger
Certificate of Formation of Kimco Realty OP,
LLC
Limited Liability Company Agreement of Kimco
Realty OP, LLC, dated as of January 3, 2023
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
Fourth Supplemental Indenture, dated as of
January 3, 2023, between Kimco Realty OP,
LLC, as issuer, Kimco Realty Corporation, as
guarantor, and The Bank of New York Mellon
Trust Company, N.A., 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
Eighth Supplemental Indenture, dated as of
January 3, 2023, between Kimco Realty OP,
LLC, as issuer, Kimco Realty Corporation, as
guarantor, and The Bank of New York Mellon
Trust Company, N.A., as trustee
Incorporated by Reference
Form
8-K
Date of
Filing
File No.
1-10899 04/15/21
Exhibit
Number
2.1
Filed/
Furnished
Herewith
Page
Number
8-K
1-10899 12/15/22
2.1
8-K12B
1-10899 01/03/23
3.1
8-K12B
1-10899 02/02/23
8-K12B
8-K12B
1-10899 01/03/23
1-10899 01/03/23
8-K12B
1-10899 01/03/23
3.1
3.3
3.4
3.5
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
1-10899 06/05/06
4.1
8-K
1-10899 04/26/07
1.3
8-K12B
1-10899 01/03/23
4.2
8-K
1-10899 09/24/09
4.1
8-K
1-10899 05/23/13
4.1
8-K
1-10899 04/24/14
4.1
8-K12B
1-10899 01/03/23
4.1
46
Exhibit
Number
4.11
Exhibit Description
Form of Indenture for Senior Debt Securities,
among Kimco Realty Corporation, an issuer,
Kimco Realty OP, LLC, as guarantor, and The
Bank of New York Mellon, as trustee
Description of Securities
Form of Indenture for Senior Debt Securities
dated as of May 1, 1995 between Weingarten
Realty Investors and The Bank of New York
Mellon Trust Company, N.A. (successor to J.P.
Morgan Trust Company, National Association,
successor to Texas Commerce Bank National
Association).
First Supplemental Indenture, dated August 2,
2006, between Weingarten Realty Investors and
The Bank of New York Mellon Trust Company,
N.A. (successor to J.P. Morgan Trust Company,
National Association, successor to Texas
Commerce Bank National Association).
Second Supplemental Indenture, dated October 9,
2012, between Weingarten Realty Investors and
The Bank of New York Mellon Trust Company,
N.A. (successor to J.P. Morgan Trust Company,
National Association, successor to Texas
Commerce Bank National Association).
Third Supplemental Indenture, dated August 3,
2021, between Kimco Realty Corporation,
Weingarten Realty Investors and The Bank of
New York Mellon Trust Company, N.A.
(successor to J.P. Morgan Trust Company,
National Association, successor to Texas
Commerce Bank National Association).
Fourth Supplemental Indenture, dated January 3,
2023, between Kimco Realty Corporation
(successor in interest to Weingarten Realty
Investors) and The Bank of New York Mellon
Trust Company, N.A. (successor to J.P. Morgan
Trust Company, National Association, successor
to Texas Commerce Bank National Association).
Amended and Restated Stock Option Plan
Second Amended and Restated 1998 Equity
Participation Plan of Kimco Realty Corporation
(restated February 25, 2009)
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
Amendment No. 2 to the Kimco Realty
Corporation 2010 Equity Participation Plan
Form of Performance Share Award Grant Notice
and Performance Share Award Agreement
4.12
4.13
4.14
4.15
4.16
4.17
10.1
10.2
10.3
10.4
10.5
10.6
10.7
Incorporated by Reference
Date of
Filing
01/03/23
Exhibit
Number
4(j)
Filed/
Furnished
Herewith
Page
Number
Form
S-3ASR
File No.
333-
269102
10-K
S-3
1-10899 02/25/20
33-57659 02/10/95
4.10
4(a)
8-K
1-09876 08/02/06
4.1
8-K
1-09876 10/09/12
4.1
—
—
—
—
x
8-K12B
1-10899 01/03/23
4.2
10-K
10-K
1-10899 03/28/95
1-10899 02/27/09
10.3
10.9
8-K
1-10899 03/19/10
10.5
10-K
1-10899 02/27/17
10.6
10-K
1-10899 02/23/18
10.7
8-K12B
1-10899 01/03/23
10.7
8-K
1-10899 03/19/10
10.8
47
Incorporated by Reference
Form
10-Q
Date of
Filing
File No.
1-10899 05/10/12
Exhibit
Number
10.3
Filed/
Furnished
Herewith
Page
Number
8-K
1-10899 03/02/20
10.1
Exhibit
Number
10.8
10.9
Exhibit Description
First Amendment to the Kimco Realty
Corporation Executive Severance Plan, dated
March 20, 2012
Amended and Restated Credit Agreement, dated
as of February 27, 2020, among Kimco Realty
Corporation, the subsidiaries of Kimco from time
to time parties thereto, the several banks,
financial institutions and other entities from time
to time party thereto and JPMorgan Chase Bank,
N.A., as administrative agent for the Lenders
thereunder
10.10 Kimco Realty Corporation 2020 Equity
DEF 14A 1-10899 03/18/20 Annex B
Participation Plan
10.11 Kimco Realty Corporation Amended and
8-K12B
1-10899 01/03/23
10.8
Restated 2020 Equity Participation Plan
10.12 Credit Agreement, dated April 1, 2020, among
Kimco Realty Corporation and each of the parties
named therein
10.13 Amendment No.1 to Credit Agreement, dated
April 20, 2020, among Kimco Realty
Corporation and each of the parties named
therein.
10.14 Amendment No.2 to Credit Agreement, dated
April 24, 2020, among Kimco Realty
Corporation and each of the parties named
therein.
10-Q
1-10899 08/07/20
10.1
10-Q
1-10899 08/07/20
10.2
10-Q
1-10899 08/07/20
10.3
10.15 Amendment No. 3 to Amended and Restated
8-K12B
1-10899 01/03/23
10.1
10.16
Credit Agreement, dated as of January 3, 2023,
by and among Kimco Realty OP, LLC, Kimco
Realty Corporation, and JPMorgan Chase Bank,
N.A., as administrative agent
Form of Kimco Realty Corporation 2020 Equity
Participation Plan Performance Share Award
Grant Notice and Performance Share Award
Agreement.
Form of Kimco Realty Corporation 2020 Equity
Participation Plan Restricted Stock Award Grant
Notice and Restricted Stock Award Agreement.
Parent Guarantee, dated as of January 1, 2023, by
Kimco Realty Corporation
Form of Indemnification Agreement
10.19
10.20 Amended and Restated Credit Agreement, dated
10.18
10.17
21.1
23.1
31.1
31.2
as of February 23, 2023, among Kimco Realty
OP, LLC and each of the parties named therein.
Significant Subsidiaries of Kimco Realty
Corporation and Kimco Realty OP, LLC
Consent of PricewaterhouseCoopers LLP
Certification of the Chief Executive Officer of
Kimco Realty Corporation, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer of
Kimco Realty Corporation, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
10-Q
1-10899 08/07/20
10.4
10-Q
1-10899 08/07/20
10.5
8-K12B
1-10899 01/03/23
10.2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
x
x
x
*
*
*
—
—
—
—
—
—
48
Exhibit
Number
31.3
31.4
32.1
32.2
32.3
32.4
Exhibit Description
Certification of the Chief Executive Officer of
Kimco Realty OP, LLC, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer of
Kimco Realty OP, LLC, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
Certification of the Chief Executive Officer of
Kimco Realty Corporation, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer of
Kimco Realty Corporation, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Executive Officer of
Kimco Realty OP, LLC, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer of
Kimco Realty OP, LLC, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Property Chart
99.1
101.INS XBRL Instance Document - the instance
document does not appear in the Interactive Data
File because its XBRL tags are embedded within
the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation
Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition
Linkbase
101.LAB Inline XBRL Taxonomy Extension Label
Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation
104
Linkbase
Cover Page Interactive Data File (formatted as
Inline XBRL and contained in Exhibit 101)
Incorporated by Reference
Form
—
File No.
—
Date of
Filing
—
Exhibit
Number
—
Filed/
Furnished
Herewith
*
Page
Number
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
*
**
**
**
**
*
x
x
x
x
x
x
x
* Filed herewith
** Furnished herewith
x - Incorporated by reference to the corresponding Exhibit to the Company’s Annual Report on Form 10-K filed on February 24, 2023.
49
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 24, 2023
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/ Frank Lourenso
Frank Lourenso
/s/ Richard Saltzman
Richard Saltzman
/s/ Philip Coviello
Philip Coviello
/s/ Mary Hogan Preusse
Mary Hogan Preusse
/s/ Valerie Richardson
Valerie Richardson
/s/ Henry Moniz
Henry Moniz
/s/ Glenn G. Cohen
Glenn G. Cohen
/s/ Paul Westbrook
Paul Westbrook
Executive Chairman of the Board of Directors
February 24, 2023
Chief Executive Officer and Director
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
Director
Director
Director
Director
Director
Director
Executive Vice President -
Chief Financial Officer and Treasurer
Vice President -
Chief Accounting Officer
50
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 OP, LLC
BY: KIMCO REALTY CORPORATION,
managing member
/s/ Conor C. Flynn
By:
Conor C. Flynn
Chief Executive Officer
Dated: February 24, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following directors
and officers of Kimco Realty Corporation, the managing member 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/ Frank Lourenso
Frank Lourenso
/s/ Richard Saltzman
Richard Saltzman
/s/ Philip Coviello
Philip Coviello
/s/ Mary Hogan Preusse
Mary Hogan Preusse
/s/ Valerie Richardson
Valerie Richardson
/s/ Henry Moniz
Henry Moniz
/s/ Glenn G. Cohen
Glenn G. Cohen
/s/ Paul Westbrook
Paul Westbrook
Executive Chairman of the Board of Directors
February 24, 2023
Chief Executive Officer and Director
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
February 24, 2023
Director
Director
Director
Director
Director
Director
Executive Vice President -
Chief Financial Officer and Treasurer
Vice President -
Chief Accounting Officer
51
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15 (a) (1) and (2)
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
Form 10-K
Page
KIMCO REALTY CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm (PCAOB ID 238).............................................................
53
Consolidated Financial Statements and Financial Statement Schedules:
Consolidated Balance Sheets as of December 31, 2022 and 2021 ..................................................................
Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020 .......................
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021
and 2020 ......................................................................................................................................................
Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020 .....
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 ................
Notes to Consolidated Financial Statements .................................................................................................................
Financial Statement Schedules:
55
56
57
58
59
60
II. Valuation and Qualifying Accounts for the years ended December 31, 2022, 2021 and 2020 .................
III. Real Estate and Accumulated Depreciation as of December 31, 2022 ......................................................
IV. Mortgage Loans on Real Estate as of December 31, 2022 ........................................................................
104
105
122
52
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 (the “Company”) (collectively referred to as the “consolidated financial statements”). We also have audited
the Company's internal control over financial reporting as of December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2022 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, 2022, 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.
53
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Analysis of Real Estate Properties for Indicators of Impairment
As described in Notes 1 and 6 to the consolidated financial statements, the net carrying value of the Company’s real estate net
was $15.0 billion. On a continuous basis, management assesses whether there are indicators, including property operating
performance, changes in anticipated holding period, and general market conditions, that the value of the Company’s real estate
properties may be impaired. An impairment is recognized on properties held for use when the expected undiscounted cash flows
for a property are less than its carrying amount, at which time, the property is written-down to its estimated fair value.
The principal considerations for our determination that performing procedures relating to the analysis of real estate properties
for indicators of impairment of property carrying values is a critical audit matter are (i) the significant judgment by management
to identify indicators of impairment related to property operating performance, changes in anticipated holding period, and general
market conditions which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and
evaluating audit evidence related to management’s determination of impairment indicators related to property operating
performance, changes in anticipated holding period, and general market conditions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s analysis of real estate properties for indicators of impairment. These procedures also included, among others (i)
testing management’s process for identifying real estate properties for indicators of impairment, (ii) evaluating the
appropriateness of management’s undiscounted cash flow analysis, (iii) testing the underlying data used in the analysis, and (iv)
evaluating the reasonableness of management’s determination of impairment indicators related to property operating
performance, changes in anticipated holding period, and general market conditions. Evaluating the reasonableness of
management’s determination of impairment indicators included (i) evaluating property operating performance and management’s
intent with respect to holding or disposing of properties, (ii) evaluating the consistency of the sales prices utilized by management
with external market and industry data, and (iii) assessing management’s considerations of general market conditions.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 24, 2023
We have served as the Company’s auditor since at least 1991.We have not been able to determine the specific year we began
serving as auditor of the Company.
54
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
Assets:
Real estate:
Land
Building and improvements
Real estate
Less: accumulated depreciation and amortization
Total real estate, net
Investments in and advances to real estate joint ventures
Other investments
Cash and cash equivalents
Marketable securities
Accounts and notes receivable, net
Deferred charges and prepaid expenses
Operating lease right-of-use assets, net
Other assets
Total assets (1)
Liabilities:
Notes payable, net
Mortgages payable, net
Accounts payable and accrued expenses
Dividends payable
Operating lease liabilities
Other liabilities
Total liabilities (2)
Redeemable noncontrolling interests
Commitments and contingencies (Footnote 22)
Stockholders' equity:
Preferred stock, $1.00 par value, authorized 7,054,000 shares; issued and
outstanding (in series) 19,435 and 19,580 shares, respectively; aggregate
liquidation preference $485,868 and $489,500, respectively
Common stock, $.01 par value, authorized 750,000,000 shares; issued and
outstanding 618,483,565 and 616,658,593 shares, respectively
Paid-in capital
(Cumulative distributions in excess of net income)/retained earnings
Accumulated other comprehensive income
Total stockholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
December 31,
2022
December 31,
2021
$
$
$
4,124,542 $
14,332,700
18,457,242
(3,417,414 )
15,039,828
1,091,551
107,581
149,829
597,732
304,226
147,863
133,733
253,779
17,826,122 $
3,984,447
14,067,824
18,052,271
(3,010,699 )
15,041,572
1,006,899
122,015
334,663
1,211,739
254,677
144,461
147,458
195,715
18,459,199
6,780,969 $
376,917
207,815
5,326
113,679
601,574
8,086,280
92,933
7,027,050
448,652
220,308
5,366
123,779
510,382
8,335,537
13,480
19
20
6,185
9,618,271
(119,548 )
10,581
6,167
9,591,871
299,115
2,216
9,515,508
131,401
9,646,909
17,826,122 $
9,899,389
210,793
10,110,182
18,459,199
$
(1)
(2)
Includes restricted assets of consolidated variable interest entities (“VIEs”) at December 31, 2022 and December 31,
2021 of $436,605 and $227,858, respectively. See Footnote 17 of the Notes to Consolidated Financial Statements.
Includes non-recourse liabilities of consolidated VIEs at December 31, 2022 and December 31, 2021 of $199,132 and
$153,924, respectively. See Footnote 17 of the Notes to Consolidated Financial Statements.
The accompanying notes are an integral part of these consolidated financial statements.
55
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Revenues
Revenues from rental properties, net
Management and other fee income
Total revenues
Operating expenses
Rent
Real estate taxes
Operating and maintenance
General and administrative
Impairment charges
Merger charges
Depreciation and amortization
Total operating expenses
Gain on sale of properties
Operating income
Other income/(expense)
Other income, net
(Loss)/gain on marketable securities, net
Gain on sale of cost method investment
Interest expense
Early extinguishment of debt charges
2022
Year Ended December 31,
2021
2020
$
1,710,848 $
16,836
1,727,684
1,349,702 $
14,883
1,364,585
1,044,888
13,005
1,057,893
(15,811 )
(224,729 )
(290,367 )
(119,534 )
(21,958 )
-
(505,000 )
(1,177,399 )
(13,773 )
(181,256 )
(222,882 )
(104,121 )
(3,597 )
(50,191 )
(395,320 )
(971,140 )
(11,270 )
(157,661 )
(174,038 )
(93,217 )
(6,624 )
-
(288,955 )
(731,765 )
15,179
30,841
6,484
565,464
424,286
332,612
28,829
(315,508 )
-
(226,823 )
(7,658 )
19,810
505,163
-
(204,133 )
-
4,119
594,753
190,832
(186,904 )
(7,538 )
Income before income taxes, net, equity in income of joint ventures, net,
and equity in income from other investments, net
44,304
745,126
927,874
Provision for income taxes, net
Equity in income of joint ventures, net
Equity in income of other investments, net
(56,654 )
109,481
17,403
(3,380 )
84,778
23,172
(978 )
47,353
28,628
Net income
114,534
849,696
1,002,877
Net loss/(income) attributable to noncontrolling interests
11,442
(5,637 )
(2,044 )
Net income attributable to the Company
125,976
844,059
1,000,833
Preferred dividends
(25,218 )
(25,416 )
(25,416 )
Net income available to the Company's common shareholders
$
100,758 $
818,643 $
975,417
Per common share:
Net income available to the Company's common shareholders:
-Basic
-Diluted
Weighted average shares:
-Basic
-Diluted
$
$
0.16 $
0.16 $
1.61 $
1.60 $
2.26
2.25
615,528
617,858
506,248
511,385
429,950
431,633
The accompanying notes are an integral part of these consolidated financial statements.
56
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income:
Change in unrealized gains related to defined benefit plan
Other comprehensive income
Comprehensive income
Year Ended December 31,
2021
2022
$
114,534 $
849,696 $
2020
1,002,877
8,365
8,365
2,216
2,216
-
-
122,899
851,912
1,002,877
Comprehensive loss/(income) attributable to noncontrolling interests
11,442
(5,637 )
(2,044 )
Comprehensive income attributable to the Company
$
134,341 $
846,275 $
1,000,833
The accompanying notes are an integral part of these consolidated financial statements.
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B
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
2022
Year Ended December 31,
2021
2020
$
114,534 $
849,696 $
1,002,877
Cash flow from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Impairment charges
Straight-line rental income adjustments, net
Amortization of above-market and below-market leases, net
Amortization of deferred financing costs and fair value debt adjustments, net
Early extinguishment of debt charges
Equity award expense
Gain on sale of properties
Loss/(gain) on marketable securities, net
Gain on sale of cost method investment
Equity in income of joint ventures, net
Equity in income from other investments, net
Distributions from joint ventures and other investments
Change in accounts and notes receivable, net
Change in accounts payable and accrued expenses
Change in other operating assets and liabilities, net
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
Improvements to real estate under development
Acquisition of Weingarten Realty Investors, net of cash acquired of $56,451
Investment in marketable securities
Proceeds from sale of marketable securities
Investment in cost method investments
Proceeds from sale of cost method investment
Investments in and advances to real estate joint ventures
Reimbursements of investments in and advances to real estate joint ventures
Investments in and advances to other investments
Reimbursements of investments in and advances to other investments
Investment in mortgage and other financing receivables
Collection of mortgage and other financing receivables
Proceeds from sale of properties
Proceeds from insurance casualty claims
Principal payments from securities held-to-maturity
Net cash flow used for 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
Proceeds from issuance of unsecured term loan
Proceeds from issuance of unsecured notes
Repayments from the unsecured revolving credit facility, net
Repayments of unsecured term loan
Repayments of unsecured notes
Financing origination costs
Payment of early extinguishment of debt charges
Contributions from noncontrolling interests
Redemption/distribution of noncontrolling interests
Dividends paid
Proceeds from issuance of stock, net
Repurchase of preferred stock
Shares repurchased for employee tax withholding on equity awards
Change in tenants' security deposits
Net cash flow used for financing activities
505,000
21,958
(33,794 )
(13,591 )
(28,631 )
7,658
26,639
(15,179 )
315,508
-
(109,481 )
(17,403 )
83,553
(9,104 )
37,655
(24,208 )
861,114
(300,772 )
(193,710 )
-
-
(4,003 )
302,504
(4,524 )
-
(87,301 )
37,571
(17,432 )
30,855
(75,063 )
60,306
184,294
-
4,058
(63,217 )
(157,928 )
(9,808 )
19,000
-
1,250,000
-
-
(1,449,060 )
(20,326 )
(6,955 )
891
(67,453 )
(544,740 )
15,513
(3,441 )
(13,679 )
5,255
(982,731 )
395,320
3,597
(22,627 )
(14,843 )
(9,445 )
-
23,150
(30,841 )
(505,163 )
-
(84,778 )
(23,172 )
91,507
4,548
(104,712 )
46,638
618,875
(355,953 )
(163,699 )
-
(263,973 )
-
377
-
-
(12,571 )
47,862
(67,090 )
64,068
(41,897 )
13,776
302,841
-
-
(476,259 )
(229,288 )
(10,622 )
-
-
500,000
-
-
-
(8,197 )
-
-
(34,610 )
(382,132 )
82,989
-
(20,842 )
1,561
(101,141 )
288,955
6,624
5,914
(22,515 )
6,312
7,538
23,685
(6,484 )
(594,753 )
(190,832 )
(47,353 )
(28,628 )
149,022
(6,473 )
5,576
(9,552 )
589,913
(12,644 )
(221,278 )
(22,358 )
-
-
931
-
227,270
(15,882 )
4,499
(15,418 )
13,435
(25,000 )
177
30,545
2,450
-
(33,273 )
(158,556 )
(10,693 )
-
590,000
900,000
(200,000 )
(590,000 )
(484,905 )
(18,040 )
(7,538 )
149
(23,345 )
(379,874 )
981
-
(5,379 )
(199 )
(387,399 )
169,241
123,947
293,188
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of year
Cash, cash equivalents and restricted cash, end of year
$
(184,834 )
334,663
149,829 $
41,475
293,188
334,663 $
Interest paid during the year including payment of early extinguishment of debt charges of
$6,955, $0 and $7,538, respectively (net of capitalized interest of $668, $583 and $13,683,
respectively)
$
Income taxes paid during the year (net of refunds received of $0, $0 and $47, respectively) $
257,979 $
11,869 $
197,947 $
1,961 $
183,558
747
The accompanying notes are an integral part of these consolidated financial statements.
59
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 and average interest
rates and terms on joint venture debt are unaudited.
The terms “Kimco,” the “Company” and “our” each refer to Kimco Realty Corporation and its subsidiaries, unless the context
indicates otherwise. In statements regarding qualification as a REIT, such terms refer solely to Kimco Realty Corporation.
1. Summary of Significant Accounting Policies:
Business and Organization
The Company operates as a Real Estate Investment Trust (“REIT”) and is engaged principally in the ownership,
management, development and operation of open-air shopping centers, which are anchored primarily by grocery stores, off-
price retailers, discounters or service-oriented tenants. 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 of 1986,
as amended (the "Code"). The Company is organized and operates in a manner that enables it to qualify as a REIT under the
Code.
In January 2023, the Company completed its reorganization into an umbrella partnership real estate investment trust
“UPREIT”. See Footnote 29 of the Company’s Consolidated Financial Statements for further discussion.
Weingarten Merger
On August 3, 2021, Weingarten Realty Investors (“Weingarten”) merged with and into the Company, with the Company
continuing as the surviving public company (the “Merger”), pursuant to the definitive merger agreement (the “Merger
Agreement”) between the Company and Weingarten entered into on April 15, 2021. Under the terms of the Merger
Agreement, each Weingarten common share was entitled to 1.408 newly issued shares of the Company’s common stock
plus $2.20 in cash, subject to certain adjustments specified in the Merger Agreement. During 2021, the Company incurred
merger related expenses of $50.2 million associated with the Merger. These charges are primarily comprised of severance,
professional fees and legal fees. See Footnote 2 of the Company’s Consolidated Financial Statements for further details.
Economic Conditions
The economy continues to face several issues including the lack of qualified employees, inflation risk, supply chain issues
and new COVID-19 variants, which could impact the Company and its tenants. In response to the rising rate of inflation, the
Federal Reserve has steadily increased interest rates, and may continue to increase interest rates, until the rate of inflation
begins to decrease. These increases in interest rates could adversely impact the business and financial results of the Company
and its tenants. In addition, slower economic growth and the potential for a recession could have an adverse effect on the
Company and its tenants. This could negatively affect the overall demand for retail space, including the demand for leasable
space in the Company’s properties. As a result, the Company could feel pricing pressure on rents that it is able to charge to
new or renewing tenants, such that future rents and rent spreads could be negatively impacted. The Company continues to
monitor economic, financial, and social conditions and will assess its asset portfolio for any impairment indicators.
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.
60
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, and the collectability of trade accounts receivable. 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 Footnote 29 of the Notes to Consolidated Financial Statements).
Real Estate
Real estate assets are stated at cost, less accumulated depreciation and amortization. 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 Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a
business and therefore accounted for as a business combination or if the acquisition transaction should be accounted for as
an asset acquisition. Under Business Combinations (Topic 805), an acquisition does not qualify as a business when (i)
substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or (ii) the
acquisition does not include a substantive process in the form of an acquired workforce or (iii) an acquired contract that
cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that qualify as asset
acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are
deemed to be acquisitions of a business are expensed as incurred.
When substantially all of the fair value is not concentrated in a group of similar identifiable assets, the set of assets will
generally be considered a business and the Company applies the acquisition method of accounting for business combinations,
where all tangible and identifiable intangible assets acquired, and all liabilities assumed are recorded at fair value. In
a business combination, the difference, if any, between the purchase price and the fair value of identifiable net assets acquired
is either recorded as goodwill or as a bargain purchase gain.
In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to
tangible and identifiable intangible assets or liabilities based on their respective fair values. The fair value of any tangible
real estate assets acquired is determined by valuing the building as if it were vacant, and the fair value is then allocated to
land, buildings, and improvements based on available information including replacement cost, appraisal or using net
operating income capitalization rates, discounted cash flow analysis or similar fair value models. Fair value estimates are
also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates, land values per
square foot and other market data. Estimates of future cash flows are based on a number of factors including the historical
operating results, known and anticipated trends, and market and economic conditions. Tangible assets may include land,
land improvements, buildings, building improvements and tenant improvements. Intangible assets may include the value of
in-place leases and above and below-market leases and other identifiable assets or liabilities based on lease or property
specific characteristics.
In allocating the purchase price to identified intangible assets and liabilities of acquired properties, 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 (e.g., expense recapture, base rental changes) 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.
61
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
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.
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
identified intangible assets)
5 to 50
Terms of leases or useful lives, whichever is
shorter
The difference between the fair value and the face value of debt assumed, if any, in connection with an acquisition is
recorded as a premium or discount and is amortized on a straight-line basis, which approximates the effective interest
method, over the terms of the related debt agreements. The fair value of debt is estimated based upon contractual future
cash flows discounted using borrowing spreads and market interest rates that would have been available for debt with similar
terms and maturities.
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, 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 development activity 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.
The Company's policy is to classify real estate assets as held-for-sale if the (i) asset is under contract, (ii) the buyer’s deposit
is non-refundable, (iii) due diligence has expired and (iv) management believes it is probable that the disposition will occur
within one year. 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, less cost to sell, 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, and the asset is
included within Other assets on the Company's Consolidated Balance Sheets.
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 estimated fair value is less than the net carrying value of the property. The Company’s estimated fair value
is primarily based upon (i) estimated sales prices from signed contracts or letters of intent from third-party offers or (ii)
discounted cash flow models of the property over its remaining hold period. An impairment is recognized on properties held
for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time, the
property is written-down to its estimated fair value. Estimated fair values which are based on discounted cash flow models
include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates
utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of
current market rates. In addition, such cash flow models 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
62
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property. The
Company does not have access to the unobservable inputs used to determine the estimated fair values of third-party offers.
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 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,
2022, 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.
In a business combination, the fair value of the Company’s investment in an unconsolidated joint venture is calculated using
the fair value of the real estate held by the joint venture, which are valued using similar methods as described in the
Company’s Real Estate policy above, offset by the fair value of the debt on the property which is then multiplied by the
Company’s equity ownership percentage.
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 will be measured as the excess of the carrying amount of the investment over
the estimated fair value of the investment. Estimated fair values which are based on discounted cash flow models include all
estimated cash inflows and outflows over a specified holding period, and, where applicable, any estimated debt premiums.
Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes
to be within a reasonable range of current market rates.
Other Investments
Other 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 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.
63
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
Cash, Cash Equivalents and Restricted Cash
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.
Restricted cash is deposits held or restricted for a specific use. The Company had restricted cash totaling $2.9 million and
$9.0 million at December 31, 2022 and 2021, respectively, which is included in Cash and cash equivalents on the Company’s
Consolidated Balance Sheets. This includes cash equivalents of $6.5 million that is held as collateral for certain letters of
credit at December 31, 2021.
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. In accordance with ASC Topic 825 Financial Instruments: the Company recognizes
changes in the fair value of equity investments with readily determinable fair values in net income.
Other Assets
Mortgage and Other Financing Receivables
Mortgages and other financing receivables consist of loans acquired and loans originated by the Company, which are
included within Other assets on the Company’s Consolidated Balance Sheets. 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.
The Company applies Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected
loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected
credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan
receivables and held-to-maturity debt securities. The Company adopted this standard using the modified retrospective
method for all financial assets measured at amortized cost.
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. 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 and are included in Other income, net on the
Company’s Consolidated Statements of Income. 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.
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.
64
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
Tax Incremental Revenue Bonds
Other assets include Series B tax increment revenue bonds issued by the Sheridan Redevelopment Agency in connection
with the development of a project in Sheridan, Colorado which were acquired in connection with the Merger, which mature
on December 15, 2039. These Series B bonds have been classified as held to maturity and were recorded at estimated fair
value upon the date of the Merger. The fair value estimates of the Company’s held to maturity tax increment revenue bonds
are based on discounted cash flow analysis, which are based on the expected future sales tax revenues of the project. This
analysis reflects the contractual terms of the bonds, including the period to maturity, and uses observable market-based
inputs, such as market discount rates and unobservable market-based inputs, such as future growth and inflation rates. Interest
on these bonds is recorded at an effective interest rate while cash payments are received at the contractual interest rate.
The held to maturity bonds are evaluated for credit losses based on discounted estimated future cash flows. Any future
receipts in excess of the amortized basis will be recognized as revenue when received. The credit risk associated with the
amortized value of these bonds is deemed as low risk as the bonds are earmarked for repayments from a government entity
which are funded through sales and property taxes.
Deferred Leasing Costs
Initial direct leasing costs include commissions paid to third parties, including brokers, leasing and referral agents and
internal leasing commissions paid to employees for successful execution of lease agreements. These initial direct leasing
costs are capitalized and generally amortized over the term of the related leases using the straight-line method. These direct
leasing costs are included in Other assets, on the Company’s Consolidated Balance Sheets and are classified as operating
activities on the Company’s Consolidated Statements of Cash Flows.
Internal employee compensation, payroll-related benefits and certain external legal fees are considered indirect costs
associated with the execution of lease agreements. These indirect leasing costs are expensed in accordance with ASU 2016-
02, Leases (Topic 842) (“ASU 2016-02”) and included in General and administrative expense on the Company’s
Consolidated Statements of Income.
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 period of three to ten years. 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. These software
development costs are included in Other assets on the Company’s Consolidated Balance Sheets.
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, Trade Accounts Receivable and Gain Recognition
The Company determines the proper amount of revenue to be recognized in accordance with ASU 2014-09, Revenue from
Contracts with Customers (Topic 606), (“Topic 606”), by performing the following steps: (i) identify the contract with the
customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the
65
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
transaction price to the performance obligations and (v) recognize revenue when (or as) a performance obligation is satisfied.
As of December 31, 2022 and 2021, the Company had no outstanding contract assets or contract liabilities.
The Company’s primary source of revenues are derived from lease agreements which fall under the scope of ASU 2016-02,
Leases (Topic 842), (“Topic 842”), which includes rental income and expense reimbursement income. The Company also
has revenues which are accounted for under Topic 606, which include fees for services performed at various unconsolidated
joint ventures for which the Company is the manager. These fees primarily include property and asset management fees,
leasing fees, development fees and property acquisition/disposition fees. Also affected by Topic 606 are gains on sales of
properties and tax increment financing (“TIF”) contracts. The Company presents its revenue streams on the Company’s
Consolidated Statements of Income as Revenues from rental properties, net and Management and other fee income.
Revenues from rental properties, net
Revenues from rental properties, net are comprised of minimum base rent, percentage rent, lease termination fee income,
amortization of above-market and below-market rent adjustments and straight-line rent adjustments. The Company accounts
for lease and non-lease components as combined components under Topic 842. Non-lease components include
reimbursements paid to the Company from tenants for common area maintenance costs and other operating expenses. The
combined components are included in Revenues from rental properties, net on the Company’s Consolidated Statements of
Income.
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. Lease termination fee income is recognized when the lessee provides consideration in
order to terminate an existing lease agreement and has vacated the leased space. If the lessee continues to occupy the leased
space for a period of time after the lease termination is agreed upon, the termination fee is accounted for as a lease
modification based on the modified lease term. Upon acquisition of real estate operating properties, the Company estimates
the fair value of identified intangible assets and liabilities (including above-market and below-market leases, where
applicable). The capitalized above-market or below-market intangible asset or liability 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.
Also included in Revenues from rental properties, net are ancillary income and TIF income. Ancillary income is derived
through various agreements relating to parking lots, clothing bins, temporary storage, vending machines, ATMs, trash bins
and trash collections, seasonal leases, etc. The majority of the revenue derived from these sources is through lease
agreements/arrangements and is recognized in accordance with the lease terms described in the lease. The Company has TIF
agreements with certain municipalities and receives payments in accordance with the agreements. TIF reimbursement
income is recognized on a cash basis when received.
Management and other fee income
Property management fees, property acquisition and disposition fees, construction management fees, leasing fees and asset
management fees all fall within the scope of Topic 606. 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 related to partially
owned entities are recognized to the extent attributable to the unaffiliated interest. Property and asset management fee income
is recognized as a single performance obligation (managing the property) comprised of a series of distinct services
(maintaining property, handling tenant inquiries, etc.). The Company believes that the overall service of property
management is substantially the same each day and has the same pattern of performance over the term of the agreement. As
a result, each day of service represents a performance obligation satisfied at that point in time. The time-
based output method is used to measure progress over time, as this is representative of the transfer of the services. These
fees are recognized at the end of each period for services performed during that period, primarily billed to the customer
monthly with payment due upon receipt.
66
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Leasing fee income is recognized as a single performance obligation primarily upon the rent commencement date. The
Company believes the leasing services it provides are similar for each available space leased and none of the individual
activities necessary to facilitate the execution of each lease are distinct. These fees are billed to the customer monthly with
payment due upon receipt.
Property acquisition and disposition fees are recognized when the Company satisfies a performance obligation by acquiring
a property or transferring control of a property. These fees are billed subsequent to the acquisition or sale of the property
and payment is due upon receipt.
Construction management fees are recognized as a single performance obligation (managing the construction of the project)
composed of a series of distinct services. The Company believes that the overall service of construction management is
substantially the same each day and has the same pattern of performance over the term of the agreement. As a result, each
day of service represents a performance obligation satisfied at that point in time. These fees are based on the amount spent
on the construction at the end of each period for services performed during that period, primarily billed to the customer
monthly with payment due upon receipt.
Trade Accounts Receivable
The Company reviews its trade accounts receivable, related to base rents, straight-line rent, expense reimbursements and
other revenues for collectability. The Company evaluates the probability of the collection of the lessee’s total accounts
receivable, including the corresponding straight-line rent receivable balance on a lease-by-lease basis. The Company’s
analysis of its accounts receivable included (i) customer credit worthiness, (ii) assessment of risk associated with the tenant,
and (iii) current economic trends. In addition, tenants in bankruptcy are analyzed and considerations are made in connection
with the expected recovery of pre-petition and post-petition bankruptcy claims. If a lessee’s accounts receivable balance is
considered uncollectible, the Company will write-off the uncollectible receivable balances associated with the lease and will
only recognize lease income on a cash basis. The Company includes provision for doubtful accounts in Revenues from rental
properties, net, in accordance with Topic 842. Lease income will then be limited to the lesser of (i) the straight-line rental
income or (ii) the lease payments that have been collected from the lessee. In addition to the lease-specific collectability
assessment performed under Topic 842, the analysis also recognizes a general reserve under ASC Topic 450 Contingencies,
as a reduction to Revenues from rental properties, for its portfolio of operating lease receivables which are not expected to
be fully collectible based on the Company’s historical and current collection experience and the potential for settlement of
arrears. Although the Company estimates uncollectible receivables and provides for them through charges against revenues
from rental properties, actual results may differ from those estimates. If the Company subsequently determines that it is
probable it will collect the remaining lessee’s lease payments under the lease term, the Company will then reinstate the
straight-line balance.
Gains/losses on sale of properties
Gains and losses from the sale and/or transfer of nonfinancial assets, such as real estate property, are to be recognized when
control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain
substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration
is exchanged for control of the property.
Lessee Leases
The Company accounts for its leases in accordance with Topic 842. The Company has right-of-use (“ROU”) assets and lease
liabilities on its balance sheet for those leases classified as operating and financing leases where the Company is a lessee.
The Company’s leases where it is the lessee primarily consist of ground leases and administrative office leases. The
Company classifies leases based on whether the arrangement is effectively a purchase of the underlying asset. Leases that
transfer control of the underlying asset to a lessee are classified as finance leases and all other leases as operating leases.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the
Company’s obligation to make lease payments arising from the lease. In connection with the Merger, the Company acquired
two properties under finance leasing arrangements that consists of variable lease payments with a bargain purchase option
which are included in Other assets, on the Company’s Consolidated Balance Sheets.
67
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
ROU assets and lease liabilities are recognized at the commencement date of the lease and liabilities are determined based
on the estimated present value of the Company’s minimum lease payments under its lease agreements. Variable lease
payments are excluded from the lease liabilities and corresponding ROU assets, as they are recognized in the period in which
the obligation for those payments is incurred. Certain of the Company’s leases have renewal options for which the Company
assesses whether it is reasonably certain the Company will exercise these renewal options. Lease payments associated with
renewal options that the Company is reasonably certain will be exercised are included in the measurement of the lease
liabilities and corresponding ROU assets. The discount rate used to determine the lease liabilities is based on the estimated
incremental borrowing rate on a lease-by-lease basis. When calculating the incremental borrowing rates, the Company
utilized data from (i) its recent debt issuances, (ii) publicly available data for instruments with similar characteristics, (iii)
observable mortgage rates and (iv) unlevered property yields and discount rates. The Company then applied adjustments to
account for considerations related to term and security that may not be fully incorporated by the data sets. Rental expense
for lease payments is recognized on a straight-line basis over the lease term. See Footnote 11 to the Company’s Consolidated
Financial Statements for further details.
Income Taxes
The Company elected to qualify as a REIT for federal income tax purposes commencing with 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 Sections 856 through 860 of the Code. The Company will be subject to
federal income tax at regular corporate rates to the extent that it distributes less than 100% of its net taxable income, including
any net capital gains. Most states, in which the Company holds investments in real estate, conform to the federal rules
recognizing REITs.
The Company maintains certain subsidiaries which made joint elections with the Company to be treated as taxable REIT
subsidiaries (“TRSs”), which permit the Company to engage through such TRSs in certain business activities that 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. As such, the Company, through its wholly owned TRSs, has
been engaged in various retail real estate related opportunities including retail real estate management and disposition
services which primarily focus 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 TRSs should suitable
opportunities arise.
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 carryforwards. 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.
68
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 include 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. Convertible units for which the Company has the option to settle redemption amounts in cash or
common stock are included in the caption Noncontrolling interests within the equity section on the Company’s Consolidated
Balance Sheets. 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 interests
and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s
Consolidated Balance Sheets.
In a business combination, the fair value of the noncontrolling interest in a consolidated joint venture is calculated using the
fair value of the real estate held by the joint venture, which are valued using similar methods as described in the Company’s
Real Estate policy above, offset by the fair value of the debt on the property which is then multiplied by the partners’
noncontrolling share.
Contingently redeemable noncontrolling interests are recorded at fair value upon issuance. Any change in the fair value or
redemption value of these noncontrolling interests is subsequently recognized through Paid-in capital on the Company’s
Consolidated Balance Sheets and is included in the Company’s computation of earnings per share (see Footnote 28 of the
Notes to the Consolidated Financial Statements).
Stock Compensation
In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a
successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan that expired in March 2020. The 2020
Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be reserved for the issuance of stock
options, stock appreciation rights, restricted stock units, performance awards, dividend equivalents, stock payments and
deferred stock awards. Unless otherwise determined by the Board of Directors at its sole discretion, 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 2020 Plan provides for the granting of restricted stock to each of the Company’s non-employee
directors (the “Independent Directors”) and permits 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 Statements of Income over the service period based on their fair
values. Fair value of performance awards is determined using the Monte Carlo method, which is intended to estimate the
fair value of the awards at the grant date (see Footnote 23 of the Notes to Consolidated Financial Statements for additional
disclosure on the assumptions and methodology).
69
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Reclassifications
Certain amounts in the prior period have been reclassified in order to conform to the current period’s presentation. For
comparative purposes, the Company reclassified $5.7 million of land held for development from Real estate under
development to Land on the Company’s Consolidated Balance Sheets at December 31, 2021. For comparative purposes, for
the years ended December 31, 2021 and 2020, the Company reclassified cash flows (used for)/provided by on the
Company’s Consolidated Statements of Cash Flows as follows (in millions):
Operating activities:
Straight-line rental income adjustments, net
Amortization of amortization of above-market and below-market leases, net
Amortization of deferred financing costs and fair value debt adjustments, net
Change in accounts and notes receivable, net
Change in other operating assets and liabilities, net
Financing activities:
Change in other financing liabilities
Shares repurchased for employee tax withholdings on equity awards
Change in tenant’s security deposits
New Accounting Pronouncements
2021
2020
$
$
$
$
$
$
$
$
(22.6 ) $
(14.8 ) $
(9.4 ) $
22.6 $
24.2 $
- $
- $
- $
5.9
(22.5 )
6.3
(5.9 )
16.2
5.6
(5.4 )
(0.2 )
The following table represents ASUs to the FASB’s ASCs that, as of December 31, 2022, are not yet effective for the
Company and for which the Company has not elected early adoption, where permitted:
ASU
ASU 2022-03, Fair Value
Measurement (Topic 820):
Fair Value Measurement of
Equity Securities Subject to
Contractual Sale Restrictions
ASU 2021-08, Business
Combinations (Topic 805):
Accounting for Contract
Assets and Contract Liabilities
from Contracts with
Customers
Description
This ASU clarifies the guidance in Topic 820, Fair Value
Measurement, when measuring the fair value of an equity
security subject to contractual restrictions that prohibit the
sale of an equity security and provides new disclosure
requirements for equity securities subject to contractual sale
restrictions that are measured at fair value in accordance
with Topic 820.
The amendments in this ASU require acquiring entities to
apply Topic 606 to recognize and measure contract assets
and contract liabilities in a business combination rather than
at fair value on the acquisition date required by Topic 805.
Effective
Date
January 1, 2024;
Early adoption
permitted
Effect on the financial
statements or other
significant
matters
The Company is assessing the
impact this ASU will have on
the Company’s financial
position and/or results of
operations.
January 1, 2023;
Early adoption
permitted
The adoption of this ASU is not
expected to have a material
impact on the Company’s
financial position and/or results
of operations.
The following ASUs to the FASB’s ASCs have been adopted by the Company as of the date listed:
ASU
ASU 2021-05, Lessors
– Certain Leases with
Variable Lease Payments
(Topic 842)
Description
This ASU amends the lessor lease classification in ASC 842
for leases that include variable lease payments that are not
based on an index or rate. Under the amended guidance,
lessors will classify a lease with variable payments that do not
depend on an index or rate as an operating lease if the lease
would have been classified as a sales-type lease or a direct
financing lease under the previous ASU 842 classification
criteria and sales-type or direct financing lease classification
would result in a Day 1 loss.
Effect on the financial
statements or other
significant matters
Adoption Date
January 1, 2022 The adoption of this ASU
did not impact the
Company’s financial
position and/or results of
operations.
70
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
ASU
ASU 2020-04, Reference Rate
Reform (Topic 848):
Facilitation of the Effects of
Reference Rate Reform on
Financial Reporting
Description
In March 2020, the FASB issued ASU 2020-04, Reference
Rate Reform (Topic 848) ("ASU 2020-04"). ASU 2020-04
contains practical expedients for reference rate reform related
activities that impact debt, leases, derivatives, and other
contracts. The guidance in ASU 2020-04 is optional and may
be elected over time as reference rate reform activities occur.
Adoption Date
March 2020
through December
31, 2024
Effect on the financial
statements or other
significant matters
ASU 2020-04 did not have a
material impact on the
Company’s financial
position and/or results of
operations.
ASU 2022-06, Deferral of the
Sunset Date of Topic 848
In December 2022, the FASB issued ASU 2022-06, Deferral
of the Sunset Date of Topic 848 (“ASU 2022-06”) which
defers the sunset date of ASU 2020-04 to December 31, 2024.
ASU 2022-06 is effective immediately for all companies.
ASU 2022-06 had no impact
on the Company's
consolidated financial
statements for the year
ended December 31, 2022.
2. Weingarten Merger
Overview
On August 3, 2021, the Company completed the Merger with Weingarten, under which Weingarten merged with and into
the Company, with the Company continuing as the surviving public company. The total purchase price of the Merger was
$4.1 billion, which consists primarily of shares of the Company’s common stock issued in exchange for Weingarten common
shares, plus $281.1 million of cash consideration. The total purchase price was calculated based on the closing price of the
Company’s common stock on August 3, 2021, which was $20.78 per share. At the effective time of the Merger, each
Weingarten common share, issued and outstanding immediately prior to the effective time of the Merger (other than any
shares owned directly by the Company or Weingarten and in each case not held on behalf of third parties) was converted
into 1.408 shares of newly issued shares of the Company’s common stock. The number of Weingarten common shares
outstanding as of August 3, 2021 converted to shares of the Company’s common stock was determined as follows:
Weingarten common shares outstanding as of August 3, 2021
Exchange ratio
Kimco common stock issued
127,784,006
1.408
179,919,880
The following table presents the purchase price and the total value of stock consideration paid by Kimco at the close of the
Merger (in thousands except share price of Kimco common stock):
As of August 3, 2021
$
20.78
179,920 $
3,738,735 $
Price of
Kimco
Common
Stock
Equity
Consideration
Given (Kimco
Shares Issued)
Calculated
Value of
Weingarten
Consideration
Cash
Consideration
*
320,424 $
Total Value of
Consideration
4,059,159
* Amount includes additional consideration of $39.3 million relating to reimbursements paid by the Company to Weingarten at the closing of the Merger
for transaction costs incurred by Weingarten.
As a result of the Merger, Kimco acquired 149 properties, including 30 held through joint venture programs. The
consolidated net assets and results of operations of Weingarten are included in the consolidated financial statements from
the closing date, August 3, 2021.
Purchase Price Allocation
In accordance with ASC 805-10, Business Combinations, the Company accounted for the Merger as a business combination
using the acquisition method of accounting. Based on the value of the common shares issued and cash consideration paid,
the total fair value of the assets acquired and liabilities assumed in the Merger was $4.1 billion.
The fair value of the real estate assets acquired were determined using either (i) a direct capitalization method, (ii) a
discounted cash flow analysis or (iii) estimated sales prices from signed contracts or letters of intent from third party offers.
Market data and comparable sales information were used in estimating the fair value of the land acquired. The Company
71
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
determined that these valuation methodologies are classified within Level 3 of the fair value hierarchy. The assumptions and
estimates included in these methodologies include stabilized net operating income, future income growth, capitalization
rates, discount rates, capital expenditures, and cash flow projections at the respective properties. Under the direct
capitalization method, the Company derived a normalized net operating income and applied a current market capitalization
rate for each property. The estimates of normalized net operating income are based on a number of factors, including
historical operating results, known trends, fair market lease rates and market/economic conditions. Capitalization rates
utilized to derive these fair values ranged from 4.50% to 9.50%.
The discounted cash flow analyses were based on estimated future cash flow projections that utilize discount rates, terminal
capitalization rates and planned capital expenditures. These estimates approximate the inputs the Company believes would
be utilized by market participants in assessing fair value. The estimates of future cash flow projections are based on a number
of factors, including historical operating results, estimated growth rates, known and anticipated trends, fair market lease rates
and market/economic conditions. Capitalization and discount rates utilized to derive the fair values ranged from 6.00% to
8.25% and 6.75% to 9.00%, respectively.
The Company allocated the purchase price of the acquired properties to tangible and identifiable intangible assets or
liabilities based on their respective fair values. The fair value of any tangible real estate assets acquired is determined by
valuing the building as if it were vacant, and the fair value is then allocated to land, buildings and improvements. The
Company values above and below-market lease intangibles based on estimates of market rent compared to contractual rents
over expected lease terms using an appropriate discount rate. In-place leases are valued based on the costs to obtain new
leases and an estimate of lost revenues and expenses over an anticipated lease up term. The Company determined that this
valuation methodology is classified within Level 2 and Level 3 of the fair value hierarchy.
The Company determined the fair value of unsecured debt assumed using current market-based pricing and interest rate
yields for similar debt instruments. The Company determined the fair value of secured debt assumed by calculating the net
present value of the scheduled debt service payments using current market-based terms for interest rates for debt with similar
terms that the Company believes it could obtain on similar structures and maturities. For the fair value of secured debt
assumed, weighted average credit spreads utilized were 3.33% and London Inter-bank Offered Rate (“LIBOR”) + 2.14% for
the fixed and floating rate debt, respectively. Any difference between the fair value and stated value of the assumed debt is
recorded as a discount or premium and amortized over the remaining term of the loan. Finance lease obligations assumed
are measured at fair value and are included as a liability on the accompanying balance sheet and the Company recorded the
corresponding right-of-use assets. The Company determined that the valuation methodology used for its unsecured debt is
classified within Level 2 of the fair value hierarchy and the valuation methodology used for its secured debt is classified
within Level 3 of the fair value hierarchy.
The following table summarizes the final purchase price allocation, including the acquisition date fair value of the tangible
and intangible assets acquired and liabilities assumed (in thousands):
Land
Building and improvements
In-place leases
Above-market leases
Real estate assets
Investments in and advances to real estate joint ventures
Cash, accounts receivable and other assets
Total assets acquired
Notes payable
Mortgages payable
Accounts payable and other liabilities
Below-market leases
Noncontrolling interests
Total liabilities assumed
Purchase Price
Allocation
$
1,174,407
4,040,244
370,685
42,133
5,627,469
585,382
241,582
6,454,433
(1,497,632 )
(317,671 )
(283,559 )
(119,373 )
(177,039 )
(2,395,274 )
Total purchase price
$
4,059,159
72
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following table details the weighted average amortization periods, in years, of the purchase price allocated to real estate
and related intangible assets and liabilities acquired arising from the Merger:
Land
Building
Building improvements
Tenant improvements
Fixtures and leasehold improvements
In-place leases
Above-market leases
Below-market leases
Right-of-use intangible assets
Fair market value of debt adjustment
Weighted
Average
Amortization
Period
(in Years)
n/a
50.0
45.0
7.1
6.2
5.6
10.1
31.5
30.9
3.7
Revenues from rental properties, net and Net income available to the Company’s common shareholders in the Company’s
Consolidated Statements of Income includes revenues of $198.3 million and net income of $25.8 million (excluding $50.2
million of merger related charges), respectively, resulting from the Merger for the year ended December 31, 2021.
Pro forma Information (Unaudited)
The pro forma financial information set forth below is based upon the Company’s historical Consolidated Statements of
Income for the years ended December 31, 2021 and 2020, adjusted to give effect as if the Merger occurred as of January 1,
2020. The pro forma financial information is presented for informational purposes only and may not be indicative of what
actual results of income would have been, nor does it purport to represent the results of income for future periods. (Amounts
presented in millions).
Revenues from rental properties, net
Net income (1)
Net income available to the Company’s common shareholders (1)
Year Ended December 31,
2020
2021
$
$
$
2,341.4 $
1,114.6 $
1,084.1 $
2,234.9
1,193.1
1,166.3
(1) The pro forma earnings for the year ended December 31, 2021 were adjusted to exclude $50.2 million of merger costs while the pro forma earnings
for the year ended December 31, 2020 were adjusted to include $50.2 million of merger costs incurred.
3. Real Estate:
The Company’s components of Real estate, net consist of the following (in thousands):
Land:
Developed land
Undeveloped land
Land held for development
Total land
Buildings and improvements:
Buildings
Building improvements
Tenant improvements
Fixtures and leasehold improvements
Above-market leases
In-place leases
Total buildings and improvements
73
$
2022
December 31,
2021
4,102,542 $
16,328
5,672
4,124,542
10,158,588
2,080,437
1,046,969
36,627
170,211
839,868
14,332,700
3,962,447
16,328
5,672
3,984,447
10,042,225
1,999,319
987,216
31,421
166,840
840,803
14,067,824
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Real estate
Accumulated depreciation and amortization (1)
Total real estate, net
18,457,242
(3,417,414 )
15,039,828 $
18,052,271
(3,010,699 )
15,041,572
$
(1) At December 31, 2022 and 2021, the Company had accumulated amortization relating to in-place leases and above-market leases aggregating
$671,794 and $569,648, respectively.
In addition, at December 31, 2022 and 2021, the Company had intangible liabilities relating to below-market leases from
property acquisitions of $330.9 million and $336.6 million, respectively, net of accumulated amortization of $242.4 million
and $227.5 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,
2022, 2021 and 2020 resulted in net increases to revenue of $13.6 million, $14.8 million and $22.5 million, respectively.
The Company’s amortization expense associated with in-place leases, which is included in depreciation and amortization,
for the years ended December 31, 2022, 2021 and 2020 was $118.1 million, $80.1 million and $26.3 million, respectively.
The estimated net amortization income/(expense) associated with the Company’s above-market and below-market leases
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 amortization
$
$
11.0 $
(83.5 ) $
12.8 $
(56.5 ) $
13.2 $
(39.6 ) $
14.0 $
(28.1 ) $
13.5
(21.0 )
2023
2024
2025
2026
2027
4. Property Acquisitions:
Acquisition/Consolidation of Operating Properties
During the year ended December 31, 2022, the Company acquired the following operating properties, through direct asset
purchases (in thousands):
Purchase Price
Property Name
Rancho San Marcos Parcel
Columbia Crossing Parcel
Oak Forest Parcel
Devon Village (1)
Fishtown Crossing
Carman’s Plaza
Pike Center (1)
Baybrook Gateway (1)
Portfolio (8 Properties) (2)
Gordon Plaza (1)
The Gardens at Great Neck (1)
Location
San Marcos, CA
Columbia, MD
Houston, TX
Devon, PA
Philadelphia, PA
Massapequa, NY
Rockville, MD
Webster, TX
Long Island, NY
Woodbridge, VA
Great Neck, NY
* Gross leasable area ("GLA")
Month
Acquired Cash
Debt
Jan-22
Feb-22
Jun-22
Jun-22
Jul-22
Jul-22
Jul-22
Oct-22
Nov-22
Nov-22
Dec-22
$
2,407 $
16,239
3,846
733
39,291
51,423
21,850
2,978
152,078
5,573
4,019
$ 300,437 $
2,407
16,239
3,846
733
Other Total
- $
-
-
-
-
-
-
-
GLA*
6
- $
60
-
4
-
-
-
39,291 133
-
51,423 195
-
-
21,850
-
-
2,978
-
88,792 135,663 376,533 536
-
-
-
-
88,792 $ 135,633 $ 524,892 934
5,573
4,019
-
-
Land parcel
(1)
(2) Other consists of redeemable noncontrolling interest of $79.7 million and an embedded derivative liability associated with put and call options of
these units of $56.0 million. See Footnotes 15 and 16 of the Company’s Consolidated Financial Statements for additional discussion regarding fair
value allocation to unitholders for noncontrolling interests.
74
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During the year ended December 31, 2021, in addition to the properties acquired in the Merger (see Footnote 2 of the Notes
to Consolidated Financial Statements), the Company acquired the following operating properties, 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 (in thousands):
Month
Acquired/
Purchase Price
Property Name
Distribution Center #1 (1)
Distribution Center #2 (1)
Jamestown Portfolio (6 properties) (2)
KimPru Portfolio (2 properties) (2)
Columbia Crossing Parcel
Centro Arlington (2)
Location
Lancaster, CA
Woodland, CA
Various
Various
Columbia, MD
Arlington, VA
Jan-21
Jan-21
Oct-21
Oct-21
Oct-21
Nov-21
Consolidated Cash
Debt
$ 58,723 $
27,589
GLA
Other Total
- $ 11,277 $ 70,000 927
6,411
34,000 508
-
87,094 429,993 1,226
172,899 170,000
15,212 141,086 478
64,169
45
12,600
-
-
72
- 184,850 209,028
$ 357,694 $ 234,169 $ 304,844 $ 896,707 3,256
61,705
12,600
24,178
(1)
(2)
Other consists of the fair value of the assets acquired which exceeded the purchase price upon closing. The transaction was a sale-leaseback with the
seller which resulted in the recognition of a prepayment of rent of $17.7 million in accordance with ASC 842, Leases at closing. The prepayment of
rent was amortized over the initial term of the lease through Revenues from rental properties, net on the Company's Consolidated Statements of
Income. See Footnote 16 of the Company’s Consolidated Financial Statements for additional discussion regarding fair value allocation of partnership
interest for noncontrolling interests.
Other includes the Company’s previously held equity investments and net gains on change in control. The Company evaluated these transactions
pursuant to the FASB’s Consolidation guidance and as a result, recognized net gains on change in control of interests of $5.0 million, in aggregate,
resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are included in Equity in income of
joint ventures, net on the Company’s Consolidated Statements of Income. The Company previously held an ownership interest of 30.0% in
Jamestown Portfolio, 15.0% in KimPru Portfolio and 90.0% in Centro Arlington.
Included in the Company’s Consolidated Statements of Income are $9.1 million and $10.3 million in total revenues from the
date of acquisition through December 31, 2022 and 2021, respectively, for operating properties acquired during each of the
respective years.
Purchase Price Allocations
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 years ended December 31, 2022 and 2021, are as follows (in thousands):
Allocation
as of
December 31,
2022
Weighted-
Average Useful
Life (in Years)
Allocation
as of
December 31,
2021
Weighted-
Average Useful
Life (in Years)
n/a
50.0
45.0
8.5
n/a
9.1
6.5
38.9
n/a
n/a
n/a
154,320
679,646
18,476
16,391
-
48,648
6,581
(39,712 )
-
21,331
(8,974 )
896,707
$
Land
Buildings
Building improvements
Tenant improvements
Solar panels
In-place leases
Above-market leases
Below-market leases
Mortgage fair value adjustment
Other assets
Other liabilities
Net assets acquired/consolidated
$
n/a $
50.0
45.0
7.9
20.0
6.9
8.3
16.1
6.5
n/a
n/a
$
207,067
271,525
13,273
11,689
2,308
28,405
8,408
(24,069 )
9,430
-
(3,144)
524,892
75
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
5. Dispositions of Real Estate:
The table below summarizes the Company’s disposition activity relating to operating properties and parcels, in separate
transactions (dollars in millions):
Aggregate sales price/gross fair value (1)
Gain on sale of properties (1) (2)
Number of operating properties sold/deconsolidated (1)
Number of parcels sold
$
$
191.1 $
15.2 $
9
13
612.4 $
30.8 $
13
10
31.8
6.5
3
4
2022
Year Ended December 31,
2021
2020
(1)
(2)
During 2021, the Company purchased its partner’s 70.0% remaining interest in Jamestown Portfolio, which is comprised of six property
interests. The Company then entered into a joint venture with Blackstone Real Estate Income Trust, Inc. (“BREIT”) in which it contributed
these six properties for a gross sales price of $425.8 million, including $170.0 million of non-recourse mortgage debt. As a result, the
Company no longer consolidates these six property interests and recognized a loss on change in control of interests of $0.4 million. The
Company has a 50.0% investment in this joint venture ($130.1 million as of the date of deconsolidation), included in Investments in and
advances to real estate joint ventures on the Company’s Consolidated Balance Sheets.
For the years ended December 31, 2022 and 2021 amounts are before noncontrolling interests of $1.7 million and $3.0 million, respectively
and taxes of $1.2 million and $2.2 million, respectively, after utilization of net operating loss carryforwards.
6. Impairments:
Management assesses on a continuous basis whether there are any indicators, including property operating performance,
changes in anticipated holding period, general market conditions and delays of or change in plans for development, 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 a capital recycling program which provides for the disposition of certain properties, typically of lesser
quality assets in less desirable locations. The Company adjusted the anticipated hold period for these properties and as a
result the Company recognized impairment charges on certain operating properties (see Footnote 18 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, 2022, 2021 and 2020 as follows (in millions):
Properties marketed for sale (1)
Properties disposed/deeded in lieu/foreclosed
Other impairments
Total impairment charges
$
$
21.6 $
-
0.4
22.0 $
2.7 $
-
0.9
3.6 $
5.5
1.1
-
6.6
2022
2021
2020
(1) Amounts relate to adjustments to property carrying values for properties which the Company has marketed for sale and as such has adjusted the
anticipated hold periods for such properties. During 2022, the Company recognized impairment charges of $19.2 million, before noncontrolling
interests of $16.0 million, related to five properties. The Company’s estimated fair values of these assets were primarily based upon sales prices from
signed contracts, which were less than the carrying value of the assets.
The Company also recognized its share of impairment charges related to certain properties within various unconsolidated
joint ventures in which the Company holds noncontrolling interests. The Company’s share of these impairment charges were
$4.6 million, $2.9 million and $0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are
included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income. (see Footnote 7
of the Notes to Consolidated Financial Statements).
76
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
7. Investment in and Advances to Real Estate Joint Ventures:
The Company has 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 Company manages certain of these joint venture investments and, where applicable, earns
acquisition fees, leasing commissions, property management fees, asset management fees and construction management
fees. The table below presents unconsolidated joint venture investments for which the Company held an ownership interest
at December 31, 2022 and 2021 (in millions, except number of properties):
Joint Venture
Prudential Investment Program
Kimco Income Opportunity Portfolio (“KIR”) (1)
Canada Pension Plan Investment Board (“CPP”)
Other Institutional Joint Ventures (2)
Other Joint Venture Programs
Total*
Noncontrolling
Ownership
Interest
As of
December 31,
2022
15.0%
52.1%
55.0%
Various
Various
$
$
The Company's Investment
As of December 31,
2022
2021
153.6 $
281.5
190.8
256.8
208.9
1,091.6 $
163.0
186.0
165.1
281.8
211.0
1,006.9
* Representing 111 property interests and 22.4 million square feet of GLA, as of December 31, 2022, and 120 property interests and 24.7 million square
feet of GLA, as of December 31, 2021.
(1) During 2022, the Company purchased additional ownership interests for $55.1 million, including the General Partner’s ownership interest from Milton
Cooper, Executive Chairman of the Board of Directors of the Company, for $0.1 million. There was no change in control as a result of these
transactions.
(2) During 2021, the Company entered into a new joint venture with BREIT in which it contributed six properties for a gross sales price of $425.8 million.
See Footnote 5 of the Notes to Consolidated Financial Statements for the operating properties disposed of by the Company.
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):
Prudential Investment Program (1)
KIR
CPP
Other Institutional Joint Ventures
Other Joint Venture Programs
Total
2022
Year Ended December 31,
2021
2020
$
$
9.6 $
70.3
10.6
7.0
12.0
109.5 $
17.5 $
36.9
9.2
1.7
19.5
84.8 $
9.0
30.5
5.6
-
2.3
47.4
(1) During 2022, the Prudential Investment Program recognized an impairment charge on a property of $15.1 million, of which the Company’s share
was $2.3 million.
During 2022, certain of the Company’s real estate joint ventures disposed of nine properties and two parcels, in separate
transactions, for an aggregate sales price of $349.1 million. These transactions resulted in an aggregate net gain to the
Company of $39.3 million for the year ended December 31, 2022.
During 2021, certain of the Company’s real estate joint ventures disposed of four properties and one parcel, in separate
transactions, for an aggregate sales price of $88.9 million. These transactions resulted in an aggregate net gain to the
Company of $9.9 million for the year ended December 31, 2021.
In connection with the Merger, the Company acquired ownership in nine unconsolidated joint ventures, which had a fair
market value of $586.2 million at the time of Merger. These joint ventures represented 30 property interests and 4.4 million
square feet of GLA.
77
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
In addition, during 2021, the Company acquired a controlling interest in nine operating properties from certain joint ventures,
in separate transactions, with an aggregate gross fair value of $780.1 million. The Company evaluated these transactions
pursuant to the FASB’s Consolidation guidance and as a result, recognized net gains on change in control of interests of $5.0
million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity
interests. See Footnote 4 of the Notes to Consolidated Financial Statements for the operating properties acquired by the
Company.
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, 2022 and 2021 (dollars in millions):
December 31, 2022
December 31, 2021
Mortgages
and
Notes
Payable, Net
Weighted
Average
Interest
Rate
Weighted
Average
Remaining
Term
(months)*
Mortgages
and
Notes
Payable, Net
Weighted
Average
Interest
Rate
Weighted
Average
Remaining
Term
(months)*
$
380.1
297.9
83.1
233.5
388.8
1,383.4
5.20 %
5.46 %
6.14 %
4.30 %
4.10 %
33.1 $
47.2
43.0
47.7
71.8
$
426.9
492.6
84.2
232.9
402.1
1,638.7
2.02 %
2.55 %
1.85 %
1.65 %
3.58 %
45.6
27.9
55.0
59.7
83.0
Joint Venture
Prudential Investment
Program
KIR
CPP
Other Institutional Joint
Ventures
Other Joint Venture Programs
$
Total
* Average remaining term includes extensions
As of the date of the Merger, the Company acquired ownership in nine unconsolidated joint ventures, which had an aggregate
of $191.5 million of secured debt (including a fair market value adjustment of $0.8 million).
Unconsolidated Significant Subsidiaries
In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated
investments, if any, are considered “significant subsidiaries.” In evaluating these investments, there are three tests utilized
to determine if any unconsolidated subsidiaries are considered significant subsidiaries: the investment test, the asset test and
the income test. Rule 3-09 of Regulation S-X requires the Company to include separate audited financial statements of any
unconsolidated majority-owned subsidiary (unconsolidated subsidiaries in which the Company owns greater than 50% of
the voting securities) in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires
summarized financial information of unconsolidated subsidiaries in an annual report if any of the three tests exceeds 10%,
and summarized financial information in a quarterly report if any of the three tests exceeds 20% pursuant to Rule 10-01(b)(1)
of Regulation S-X.
As of December 31, 2022, the Company held an unconsolidated investment in KIR which the Company determined was
significant under the income test and requires summarized financial information under Rule 4-08(g) of Regulation S-X. The
Company holds a 52.1% noncontrolling limited partnership interest in KIR and has a master management agreement
whereby the Company performs services for fees relating to the management, operation, supervision and maintenance of the
joint venture properties. The following table shows summarized unaudited financial information for KIR, as follows (in
millions):
Assets:
Real estate, net
Other assets, net
Total Assets
Liabilities and Members’ Capital:
Notes payable, net
Mortgages payable, net
78
December 31,
2022
2021
$
$
$
668.7 $
72.4
741.1 $
272.9 $
25.0
769.4
68.2
837.6
258.8
233.7
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Other liabilities
Members’ capital
Total Liabilities and Members’ Capital
$
13.9
429.3
741.1 $
Revenues, net
Operating expenses
Depreciation and amortization
Gain on sale of properties
Interest expense
Other expense, net
Net income
2022
Year Ended December 31,
2021
2020
$
$
182.5 $
(48.2 )
(39.4 )
76.2
(15.5 )
(1.2 )
154.4 $
186.6 $
(51.3 )
(40.3 )
-
(18.1 )
(2.1 )
74.8 $
16.2
328.9
837.6
173.9
(49.5 )
(36.9 )
-
(23.8 )
(1.6 )
62.1
Summarized financial information for the Company’s investment in and advances to all other real estate joint ventures is as
follows (in millions):
Assets:
Real estate, net
Other assets, net
Total Assets
Liabilities and Members’ Capital:
Notes payable, net
Mortgages payable, net
Other liabilities
Noncontrolling interests
Members’ capital
Total Liabilities and Members’ Capital
Revenues, net
Operating expenses
Impairment charges
Depreciation and amortization
Gain on sale of properties
Interest expense
Other expense, net
Net income
December 31,
2022
2021
3,440.1 $
208.4
3,648.5 $
159.5 $
925.9
78.8
33.5
2,450.8
3,648.5 $
3,619.4
193.8
3,813.2
199.0
947.2
73.8
32.6
2,560.6
3,813.2
$
$
$
$
2022
Year Ended December 31,
2021
2020
$
$
395.2 $
(126.9 )
(21.1 )
(119.0 )
24.7
(38.6 )
(6.2 )
108.1 $
340.3 $
(111.7 )
(23.5 )
(97.2 )
61.5
(27.6 )
(0.9 )
140.9 $
282.4
(101.9 )
(4.4 )
(75.0 )
0.2
(31.2 )
(10.8 )
59.3
Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include investments in certain real
estate joint ventures totaling $5.3 million and $4.8 million at December 31, 2022 and 2021, respectively. The Company has
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, 2022 and 2021, the Company’s
carrying value in these investments was $1.1 billion and $1.0 billion, respectively.
79
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
8. Other Investments:
The Company has provided capital to owners and developers of real estate properties and loans 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, 2022, the Company’s net investment under the Preferred Equity program was
$69.4 million relating to 12 properties. As of December 31, 2021, the Company’s net investment under the Preferred Equity
program was $98.7 million relating to 39 properties. During 2022 and 2021, the Company recognized equity in income of
$16.9 million and $21.4 million from its preferred equity investments, respectively.
During 2021, the Company invested $60.7 million in four new investments, including a preferred equity investment of $54.9
million in a property located in San Antonio, TX.
As of December 31, 2022, these preferred equity investment properties had non-recourse mortgage loans aggregating
$232.8 million. These loans have scheduled maturities ranging from less than one year to 1.5 years and bear interest at rates
ranging from 4.19% to Secured Overnight Financing Rate ("SOFR") plus 265 basis points (6.78% as of December 31, 2022).
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 primarily limited to its invested capital.
9. Marketable Securities:
The amortized cost and unrealized gains, net of marketable securities as of December 31, 2022 and 2021, are as follows (in
thousands):
Marketable securities:
Amortized cost
Unrealized gains, net
Total fair value
As of December
31, 2022
As of December
31, 2021
$
$
87,411 $
510,321
597,732 $
114,159
1,097,580
1,211,739
The Company’s net gains/(losses) on marketable securities and dividend income for the years ended December 31, 2022,
2021 and 2020, is as follows (in thousands):
(Loss)/gain on marketable securities, net
Dividend income (included in Other income, net)
$
(315,508 ) $
18,002
505,163 $
16,958
594,753
4,096
2022
Year Ended December 31,
2021
2020
Albertsons Companies, Inc. (“ACI”) –
In October 2022, the Company sold 11.5 million shares of ACI held by the Company, generating net proceeds of $301.1
million. For tax purposes, the Company recognized a long-term capital gain of $251.5 million. The Company elected to
retain the proceeds for this stock sale for general corporate purposes and pay corporate taxes of $57.2 million on the taxable
gain. As of December 31, 2022, the Company holds 28.3 million shares of ACI, which had a value of $587.7 million, which
are subject to certain contractual lock-up provisions that expire in May 2023.
On October 13, 2022, The Kroger Co. (“Kroger”) and ACI entered into a definitive merger agreement (“ACI Merger”), with
Kroger continuing as the surviving public company. The ACI Merger is subject to numerous regulatory approvals and
customary closing conditions. Separate from the ACI Merger, on October 13, 2022, ACI declared a special cash dividend of
$6.85 per share to ACI shareholders of record as of the close of business on October 24, 2022 and was scheduled to be paid
on November 7, 2022.
On November 3, 2022, the Superior Court of King County in the State of Washington issued an order temporarily restraining
the payment of the special dividend in the case State of Washington v. Albertsons Companies, Inc. et al., until a hearing on
a motion for a preliminary injunction could be held. On December 9, 2022, the Superior Court denied the motion for a
80
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
preliminary injunction but extended the temporary restraining order for the Attorney General for the State of Washington to
appeal to the Supreme Court of the State of Washington. Due to the contingency resulting from this unresolved litigation at
December 31, 2022, the Company did not recognize its share of the special dividend for the year ended December 31, 2022.
On January 17, 2023, the Supreme Court of the State of Washington denied a motion by the Attorney General of the State
of Washington to hear an appeal from the Superior Court’s denial to enjoin the Company from paying the Special Dividend.
As a result of the decision by the Supreme Court of the State of Washington, the temporary restraining order preventing
payment of the special dividend had also been lifted. On January 20, 2023, ACI distributed the special dividend to holders
of record as of October 24, 2022. The Company received its share of the special dividend payment of $194.1 million during
January 2023, and will recognize this income during the three months ending March 31, 2023.
10. Accounts and Notes Receivable
The components of Accounts and notes receivable, net of potentially uncollectible amounts as of December 31, 2022 and
2021, are as follows (in thousands):
Billed tenant receivables
Unbilled common area maintenance, insurance and tax reimbursements
Deferred rent receivables
Defined benefit plan receivable
Other receivables
Straight-line rent receivables
Total accounts and notes receivable, net
As of December 31,
2022
As of December 31,
2021
$
$
33,801 $
56,001
1,905
14,421
8,361
189,737
304,226 $
20,970
55,283
5,029
6,658
9,067
157,670
254,677
11. Leases
Lessor Leases
The Company’s primary source of revenues is derived from lease agreements, which includes rental income and expense
reimbursement. The Company’s lease income is comprised of minimum base rent, expense reimbursements, percentage rent,
lease termination fee income, ancillary income, amortization of above-market and below-market rent adjustments and
straight-line rent adjustments.
The disaggregation of the Company’s lease income, which is included in Revenue from rental properties, net on the
Company’s Consolidated Statements of Income, as either fixed or variable lease income based on the criteria specified in
ASC 842, for the years ended December 31, 2022, 2021 and 2020, is as follows (in thousands):
2022
Year Ended December 31,
2021
2020
Lease income:
Fixed lease income (1)
Variable lease income (2)
Above-market and below-market leases amortization, net
Adjustments for potentially uncollectible revenues and disputed
amounts (3)
Total lease income
$
$
1,353,024 $
339,722
13,591
1,045,888 $
264,040
14,843
871,151
232,272
22,515
4,511
1,710,848 $
24,931
1,349,702 $
(81,050 )
1,044,888
Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.
Includes minimum base rents, expense reimbursements, percentage rent, lease termination fee income and ancillary income.
(1)
(2)
(3) The amounts represent adjustments associated with potentially uncollectible revenues and disputed amounts.
Base rental revenues and fixed-rate expense reimbursements 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
81
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
income recognized on a straight-line basis for the years ended December 31, 2022, 2021 and 2020 was $33.8 million, $22.6
million and ($5.9) million, respectively.
The Company is primarily engaged in the operation of shopping centers that are either owned or held under long-term leases
that expire at various dates through 2121. The Company, in turn, leases premises in these centers to tenants pursuant to lease
agreements which provide for terms ranging generally from five 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, 2022, 2021 and 2020.
The minimum revenues expected to be received by the Company 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
$
1,239.4 $
1,130.8 $
989.9 $
840.5 $
674.4 $
2,862.3
2023
2024
2025
2026
2027
Thereafter
Lessee Leases
The Company currently leases real estate space under non-cancelable operating lease agreements for ground leases and
administrative office leases. The Company’s operating leases have remaining lease terms ranging from one to 63 years, some
of which include options to extend the terms for up to an additional 75 years.
In connection with the Merger, the Company obtained $32.6 million of operating right-of-use assets in exchange for new
operating lease liabilities related to six properties under operating lease agreements for ground leases. In addition, the
Company acquired two properties under finance leasing arrangements that consists of variable lease payments with a bargain
purchase option. As a result, the Company obtained finance right-of-use assets of $23.0 million (which are included in Other
assets on the Company’s Consolidated Balance Sheets) in exchange for new finance lease liabilities (which are included in
Other liabilities on the Company’s Consolidated Balance Sheets).
The weighted-average remaining non-cancelable lease term and weighted-average discount rates for the Company’s
operating and finance leases as of December 31, 2022 were as follows:
Weighted-average remaining lease term (in years)
Weighted-average discount rate
Operating
Leases
Finance
Leases
24.4
6.62 %
1.0
4.44 %
The components of the Company’s lease expense, which are included in interest expense, rent expense and general and
administrative expense on the Company’s Consolidated Statements of Income for the years ended December 31, 2022, 2021
and 2020, were as follows (in thousands):
Lease cost:
Finance lease cost
Operating lease cost
Variable lease cost
Total lease cost
2022
Year Ended December 31,
2021
2020
$
$
1,294 $
12,994
4,143
18,431 $
569 $
11,637
3,972
16,178 $
-
10,371
2,852
13,223
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the
operating and financing lease liabilities (in thousands):
82
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Year Ending December 31,
2023
2024
2025
2026
2027
Thereafter
Total minimum lease payments
Less imputed interest
Total lease liabilities (2)
Operating Leases
$
Financing Leases
(1)
12,410 $
11,582
11,067
10,402
10,118
188,952
244,531 $
(130,852 )
113,679 $
$
$
22,987
-
-
-
-
-
22,987
(962 )
22,025
Includes bargain purchase options exercisable in 2023 related to two properties.
(1)
(2) Operating lease liabilities are included in Operating lease liabilities and financing lease liabilities are included in Other liabilities on the Company’s
Consolidated Balance Sheets.
12. Other Assets:
Assets Held-For-Sale
At December 31, 2022, the Company had three properties classified as held-for-sale at a net carrying amount of $56.3
million.
Mortgages and Other Financing Receivables
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, 2022,
see Financial Statement Schedule IV included in this annual report on Form 10-K.
The following table reconciles mortgage loans and other financing receivables from January 1, 2020 to December 31, 2022
(in thousands):
Balance at January 1,
Additions:
2022
2021
2020
$
73,102 $
32,246 $
7,829
New mortgage and other loans (1)
75,063
55,307
Deductions:
Loan repayments (2)
Collections of principal
Allowance for credit losses
Other adjustments
Balance at December 31,
(60,211 )
(95 )
(500 )
-
87,359 $
(13,646 )
(130 )
(370 )
(305 )
73,102 $
$
25,500
(25 )
(152 )
(906 )
-
32,246
(1) During 2021, the Company acquired $13.4 million of mortgage loan receivables in connection with the Merger.
(2) During 2022, the Company recognized $4.0 million of profit participation related to the repayment of a mortgage loan, which is included in
Other income, net on the Company’s Consolidated Statements of Income.
The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2022, the
Company had a total of 11 loans, all of which are performing.
Software Development Costs
As of December 31, 2022 and 2021, the Company had unamortized software development costs of $18.4 million,
respectively. The Company expensed $3.5 million, $3.1 million and $3.2 million in amortization of software development
costs during the years ended December 31, 2022, 2021 and 2020, respectively.
83
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
13. Notes Payable:
As of December 31, 2022 and 2021 the Company’s Notes payable, net consisted of the following (dollars in millions):
Carrying
Amount at
December 31,
Interest Rate at
December 31,
2022
2021
2022
2021
Senior unsecured notes
Credit facility (1)
Fair value debt adjustments, net
Deferred financing costs, net (2)
$
$
6,803.0 $
-
44.4
(66.4 )
6,781.0 $
7,002.1 1.90% - 6.88%
-
81.0
(56.0 )
7,027.1
n/a
n/a
n/a
3.45%*
1.90% - 6.88%
n/a
n/a
n/a
3.35%*
Maturity Date at
December 31, 2022
Jan-2024 –
Oct-2049
Mar-2024
n/a
n/a
* Weighted-average interest rate
(1) Accrues interest at a rate of Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”), as defined, plus 0.755% and LIBOR plus
0.765% as of December 31, 2022 and 2021, respectively.
(2) As of December 31, 2022 and 2021, the Company had $2.5 million and $4.0 million of deferred financing costs, net related to the Credit Facility
that are included in Other assets on the Company’s Consolidated Balance Sheets, respectively.
During the years ended December 31, 2022 and 2021, the Company issued the following senior unsecured notes (dollars in
millions):
Date Issued
Aug-22
Feb-22
Sept-21
Amount Issued
650.0
$
600.0
$
500.0
$
Interest Rate
4.600%
3.200%
2.25%
Maturity Date
Feb-33
Apr-32
Dec-31
During the year ended December 31, 2022, the Company repaid the following senior unsecured notes (dollars in millions):
Date Paid
Sep-22 (1)
Sep-22 (1) (2)
Sep-22 (1) (2)
Mar-22 (3)
Amount Repaid
299.7
$
350.0
$
299.4
$
500.0
$
Interest Rate
3.500%
3.125%
3.375%
3.400%
Maturity Date
Apr-23
Jun-23
Oct-22
Nov-22
(1) There was no prepayment charge associated with this early repayment.
(2)
(3) The Company incurred a prepayment charge of $6.5 million and $0.7 million in write-off of deferred financing costs resulting from this early
Includes partial repayments during May and June 2022.
repayment, which are included in Early extinguishment of debt charges on the Company’s Consolidated Statements of Income.
In connection with the Merger, the Company assumed senior unsecured notes aggregating $1.5 billion (including fair market
value adjustment of $95.6 million), which had scheduled maturity dates ranging from October 2022 to August 2028 and
accrue interest at rates ranging from 3.25% to 6.88% per annum. The senior unsecured notes assumed during the Merger
have covenants that are similar to the Company’s existing debt covenants for its senior unsecured notes.
The scheduled maturities of all notes payable, excluding unamortized fair value debt adjustments of $44.4 million and
unamortized debt issuance costs of $66.4 million, as of December 31, 2022, were as follows (in millions):
Principal payments
$
- $
646.2 $
740.5 $
773.0 $
433.7 $
4,209.6 $
6,803.0
2023
2024
2025
2026
2027
Thereafter
Total
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, the Company is restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from
operations, as defined therein, 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
84
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, 2022.
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
The Company had a $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks which was
set to expire in March 2024, with two additional six month options to extend the maturity date, at the Company's discretion,
to March 2025. The Credit Facility was a green credit facility tied to sustainability metric targets, as described in the
agreement. In July 2022, the Company amended the Credit Facility to (i) replace LIBOR borrowings with SOFR borrowings,
(ii) supplement the sustainability grid with an additional one basis point reduction of applicable margin if certain criteria as
defined in the Credit Facility are met, (iii) add a leverage metric test which, if met, reduces the applicable margin by five
basis points and (iv) obtain pre-approval of a possible organizational conversion to an UPREIT structure. The Company
achieved such targets, which effectively reduced the rate on the Credit Facility by one basis point. The Credit Facility,
accrued interest at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus 75.5 basis points (5.21%
as of December 31, 2022), and can be increased to $2.75 billion through an accordion feature. Pursuant to the terms of the
Credit Facility, the Company, among other things, was subject to covenants requiring the maintenance of (i) maximum
indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. As of December 31, 2022, the Credit Facility
had no outstanding balance and appropriations for letters of credit of $1.2 million.
In February 2023, the Company closed on a new $2.0 billion unsecured revolving credit facility (the “New Credit Facility”)
with a group of banks, which is scheduled to expire in March 2027 with two additional six-month options to extend the
maturity date, at the Company’s discretion, to March 2028. The New Credit Facility could be increased to $2.75 billion
through an accordion feature. The New Credit Facility is a green credit facility tied to sustainability metric targets, as
described in the agreement. The New Credit Facility replaces the Company’s Credit Facility discussed above, that was
scheduled to mature in March 2024. The New Credit Facility accrues interest at a rate of Adjusted Term SOFR, as defined
in the terms of the New Credit Facility, plus 77.5 basis points and fluctuates in accordance with the Company’s credit ratings,
which can be further adjusted upward or downward by 0.04% based on the sustainability metric targets, as defined in the
agreement. The Company achieved certain sustainability metric targets, which effectively reduced the rate on the New
Credit Facility by two basis points. Pursuant to the terms of the New Credit Facility, the Company continues to be subject
to the same covenants under the Credit Facility. For a full description of the New Credit Facility’s covenants refer to the
Amended and Restated Credit Agreement dated as of February 23, 2023, filed as Exhibit 10.20 to this Annual Report on
Form 10-K.
14. Mortgages Payable:
Mortgages, collateralized by certain shopping center properties (see Financial Statement Schedule III included in this annual
report on Form 10-K), are generally due in monthly installments of principal and/or interest.
As of December 31, 2022 and 2021, the Company’s Mortgages payable, net consisted of the following (dollars in millions):
Carrying
Amount at
December 31,
2021
2022
Interest Rate at
December 31,
2022
2021
Mortgages payable
Fair value debt adjustments, net
Deferred financing costs, net
* Weighted-average interest rate
$
$
379.3 $ 439.2
10.8
(1.3 )
376.9 $ 448.7
(0.7 )
(1.7 )
3.23% - 7.23%
n/a
n/a
4.16%*
3.23% - 7.23%
n/a
n/a
4.12%*
Maturity Date at
December 31, 2022
May-2023 –
Jun-2031
n/a
n/a
85
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
During 2022, the Company (i) assumed $79.4 million of mortgage debt (including fair market value adjustment of $9.4
million) encumbering six operating properties acquired in 2022, (ii) obtained a $19.0 million mortgage relating to a
consolidated joint venture operating property and (iii) repaid $158.4 million of mortgage debt (including fair market value
adjustment of $0.5 million) that encumbered 11 operating properties.
During 2021, the Company (i) assumed $234.1 million of individual non-recourse mortgage debt through the consolidation
of nine operating properties, (ii) repaid $230.5 million of mortgage debt (including fair market value adjustment of $1.2
million) that encumbered 28 operating properties and (iii) deconsolidated $170.0 million of individual non-recourse
mortgage debt relating to six operating properties, for which the Company no longer holds a controlling interest.
In addition, in connection with the Merger, the Company assumed mortgage debt of $317.7 million (including fair market
value adjustment of $11.0 million) that encumbered 16 operating properties, which had scheduled maturity dates ranging
from April 2022 to August 2038 and accrued interest at rates ranging from 3.50% to 6.95% per annum.
The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable,
excluding unamortized fair value debt adjustments of $0.7 million and unamortized debt issuance costs of $1.7 million, as
of December 31, 2022, were as follows (in millions):
2023
2024
2025
2026
2027
Thereafter Total
215.0 $
39.0 $
379.3
Principal payments
$
23.4 $
21.5 $
73.0 $
7.4 $
15. Other Liabilities
Embedded Derivative Liability
The Company evaluates its financial instruments, including equity-linked financial instruments, to determine if such
instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic
815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are classified as liabilities, the
derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in each reporting
period as a component of “Other income/(loss), net” on our accompanying Consolidated Statements of Income. The
classification of freestanding derivative instruments, including whether such instruments should be classified as liabilities
or as equity, is evaluated at the end of each reporting period.
During the year ended December 31, 2022, the Company entered into an agreement to purchase a portfolio of eight properties
for a sales price of $376.5 million, which were encumbered by $88.8 million of mortgage debt. The Company paid cash of
$152.1 million and issued 6,104,831 preferred units (“Preferred Outside Partner Units”) and 678,306 common units
(“Common Outside Partner Units”) with a value of $135.7 million to the sellers (collectively, the "Outside Partner Units").
The transaction includes a call option for the Company to purchase the Outside Partner’s Unit interests 10 years from the
anniversary date of the agreement. The holders of the Outside Partner Units have a put option that would require the
Company to purchase (i) 50% the holder’s ownership interest after the first anniversary date, (ii) an additional 25% after the
second anniversary date and (iii) the balance of the units after the third anniversary date. The put and call options cannot be
separated from the noncontrolling interest. The noncontrolling interests associated with these units are classified in
mezzanine equity as redeemable noncontrolling interests as a result of the put right available to the unit holders in the future,
an event that is not solely in the Company’s control.
This arrangement included an embedded derivative which required separate accounting. The initial value of the embedded
derivative was a liability of $56.0 million at the date of purchase. The Company estimated the fair value of the derivative
liability on issuance using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole
instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference
between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative
was the fair value of the derivative liability on issuance. The analysis reflects the contractual terms of the redeemable
preferred and common units and the estimated probability and timing of underlying events triggering the put and call options
are inputs used to determine the estimated fair value of the embedded derivative. The Company has determined the majority
of the inputs used to value its embedded derivative fall within Level 3 of the fair value hierarchy, and as a result, the fair
value valuation of its embedded derivative held as of December 31, 2022 was classified as Level 3 in the fair value hierarchy
86
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
and are required to be measured at fair value on a recurring basis, see Footnote 18 of the Notes to the Consolidated Financial
Statements included in this Form 10-K.
16. Noncontrolling Interests and Redeemable 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 having 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.
Noncontrolling interests
The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired in
2006 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"). Since the acquisition date the Company has
redeemed a substantial portion of these units. As of December 31, 2022 and 2021, noncontrolling interests relating to the
remaining units was $4.7 million and $5.2 million, respectively. The Units related annual cash distribution rates and related
conversion features consisted of the following as of December 31, 2022:
Type
Class B-1 Preferred Units (1)
Class B-2 Preferred Units (2)
Class C DownREIT Units (1)
Par Value
Per Unit
Number of Units
Remaining
10,000
10,000
166
21
30.52
52,797
$
$
$
Return Per Annum
7.0%
7.0%
Equal to the Company’s
common stock dividend
(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 2019 and 2018, 188,951 and 25,970
units, or $8.0 million and $1.1 million book value, respectively, of the Class B Units were redeemed and at the Company’s
option settled in cash for $4.0 million and $0.5 million, respectively. The redemption value of these units is calculated using
the 30-day weighted average closing price of the Company’s common stock prior to redemption. As of December 31, 2022
and 2021, noncontrolling interest relating to the remaining Class B Units was $16.1 million.
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.
In connection with the Merger, the Company acquired two consolidated joint ventures structured as DownREIT partnerships.
As of the date of the Merger, the Raleigh Limited Partnership had 1,813,615 units and the Madison Village Limited
Partnership had 174,411 units, together which had an aggregate fair value of $41.7 million. These ventures allow the outside
limited partners to redeem their interest in the partnership (at the Company’s option) in cash or for the Company’s common
stock at a ratio of 1:1. The unit holders are entitled to a distribution equal to the dividend rate of the Company’s common
stock. During 2022, 73,286 units were redeemed for 73,286 common shares of the Company’s common stock with a
87
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
redemption value of $1.7 million. This transaction resulted in a net decrease in Noncontrolling interests of $1.5 million and
a corresponding decrease in Common stock and Paid-in capital totaling $1.5 million, on the Company’s Consolidated
Balance Sheets. During 2021, 73,466 units were redeemed for 73,466 common shares of the Company’s common stock with
a redemption value of $1.7 million. This transaction resulted in a net decrease in Noncontrolling interests of $1.5 million
and a corresponding decrease in Common stock and Paid-in capital totaling $1.5 million, on the Company’s Consolidated
Balance Sheets. As of December 31, 2022 and 2021, the aggregate redemption value of these noncontrolling interests was
$38.6 million and $40.1 million, respectively.
In addition, the Company acquired ownership interests in eight consolidated joint ventures in connection with the Merger,
which had noncontrolling interests of $132.3 million as of the date of the Merger.
During the year ended December 31, 2022, a consolidated joint venture (acquired with the Merger), in which the Company
had a 15% controlling interest, disposed of five properties (encumbered by $42.8 million of mortgage debt, in aggregate) for
a sales price of $105.5 million, in aggregate. The Company recognized impairment charges of $19.0 million, before the
partner’s $15.8 million noncontrolling interests share of the impairment. As a result of this transaction, the noncontrolling
partner received a distribution of $50.3 million.
Redeemable noncontrolling interests
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 Company owns eight shopping center properties located in Long Island, NY, which were acquired partially through the
issuance of $122.1 million of Preferred Outside Partner Units and $13.6 million of Common Outside Partner Units during
2022, see Footnote 15 of the Notes to the Consolidated Financial Statements included in this Form 10-K. The Outside Partner
Units related to these acquisitions totaled $135.7 million of units, including noncontrolling interests of $79.7 million and an
embedded derivative liability associated with put and call options of these unitholders of $56.0 million. The noncontrolling
interest is classified as mezzanine equity and included in Redeemable noncontrolling interests on the Company’s
Consolidated Balance Sheets as a result of the put right available to the unit holders in the future, an event that is not solely
in the Company’s control. The Outside Partner Units related annual cash distribution rates and related conversion features
consisted of the following as of December 31, 2022:
Type
Preferred Outside Partner Units
Common Outside Partner Units
Par Value
Per Unit
20.00
20.00
$
$
Number of Units
Remaining
6,104,831
678,306
Return Per Annum
3.75%
Equal to the Company’s common stock dividend
The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years
ended December 31, 2022 and 2021 (in thousands):
Balance at January 1,
Fair value allocation to unitholders/partnership interest (1) (2)
Income
Distributions (1)
Redemption/conversion of noncontrolling interests
Adjustment to estimated redemption value (3)
Balance at December 31,
2022
2021
$
$
13,480 $
79,663
1,770
(1,771 )
(209 )
-
92,933 $
15,784
2,068
751
(2,819 )
-
(2,304 )
13,480
(1) Relates to Outside Partner Units issued during 2022 described above.
(2) During January 2021, KIM RDC, LLC (“KIM RDC”), a wholly owned subsidiary of the Company, and KP Lancewood LLC (“KPR Member”)
entered into a joint venture agreement wherein KIM RDC has a 100% controlling interest and KPR Member is entitled to a profit participation. The
joint venture acquired two operating properties for a gross fair value of $104.0 million (see Footnote 4 of the Company’s Consolidated Financial
Statements). During June 2021, the two joint venture properties were sold for a combined sales price of $108.0 million of which the KPR Member
received a distribution of $2.1 million.
(3) During 2021, the Company recorded an adjustment to the estimated redemption fair market value of a noncontrolling interest in accordance with the
provisions of the respective joint venture agreement and ASC 480, Accounting for Redeemable Equity Instruments. The Company assesses the fair
market value of this noncontrolling interest on a recurring basis and determined that its valuation was classified within Level 3 of the fair value
88
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
hierarchy. The estimated fair market value of this noncontrolling interest was based upon a discounted cash flow model, for which a capitalization
rate of 5.50% and discount rate of 6.50% were utilized in the model based upon unobservable rates that the Company believes to be within a
reasonable range of current market rates.
17. Variable Interest Entities (“VIE”):
Included within the Company’s operating properties at December 31, 2022 and 2021, are 32 and 34 consolidated entities,
respectively, 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, 2022, total assets of these VIEs were $1.8 billion and total liabilities
were $199.1 million. At December 31, 2021, total assets of these VIEs were $1.6 billion and total liabilities were $153.9
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.
All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). The assets of the
unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining VIE assets 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 table below summarizes the consolidated VIEs and the classification of the
Restricted Assets and VIE Liabilities on the Company’s Consolidated Balance Sheets are as follows (dollars in millions):
Number of unencumbered VIEs
Number of encumbered VIEs
Total number of consolidated VIEs
Restricted Assets:
Real estate, net
Cash and cash equivalents
Accounts and notes receivable, net
Other assets
Total Restricted Assets
VIE Liabilities:
Mortgages payable, net
Accounts payable and accrued expenses
Operating lease liabilities
Other liabilities
Total VIE Liabilities
December 31,
2022
December 31,
2021
29
3
32
425.5 $
7.9
1.7
1.5
436.6 $
109.7 $
10.9
5.2
73.3
199.1 $
30
4
34
222.9
2.0
2.0
1.0
227.9
78.9
11.8
6.7
56.5
153.9
$
$
$
$
18. 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
89
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
marketable securities are based on published values, securities dealers’ estimated market values or comparable market sales.
The fair value for embedded derivative liability is based on using the "with-and-without" method. 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, net (1)
Mortgages payable, net (2)
December 31,
2022
2021
Carrying
Amounts
Estimated
Fair Value
Carrying
Amounts
Estimated
Fair Value
$
$
6,780,969 $
376,917 $
5,837,401 $
311,659 $
7,027,050 $
448,652 $
7,330,723
449,758
(1) The Company determined that the valuation of its senior unsecured notes were classified within Level 2 of the fair value hierarchy. The estimated
fair value amounts classified as Level 2 as of December 31, 2022 and 2021, were $5.8 billion and $7.3 billion, 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 and embedded derivative liabilities. 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.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value
hierarchy, the level of 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 tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis as of
December 31, 2022 and 2021, aggregated by the level of the fair value hierarchy within which those measurements fall (in
thousands):
Assets:
Marketable equity securities
Liabilities:
Embedded derivative liability
Balance at
December 31,
2022
Level 1
Level 2
Level 3
$
$
597,732 $
597,732 $
56,000 $
- $
- $
- $
-
56,000
Balance at
December 31,
2021
Level 1
Level 2
Level 3
Assets:
Marketable equity securities
$
1,211,739 $
1,211,739 $
- $
-
The significant unobservable input (Level 3 inputs) used in measuring the Company's embedded derivative liability, which
is categorized with Level 3 of the fair value hierarchy as of December 31, 2022, is the discount rate of 8.00%.
90
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Assets measured at fair value on a non-recurring basis at December 31, 2021 are as follows (in thousands):
Balance at
December 31,
2021
Level 1
Level 2
Level 3
Other investments
$
9,834 $
- $
- $
9,834
19. Preferred Stock, Common Stock and Convertible Unit Transactions:
Preferred Stock
The Company’s Board of Directors had authorized the repurchase of up to 900,000 depositary shares of Class L preferred
stock and 1,058,000 depositary shares of Class M preferred stock through December 31, 2022, which represented up to 1,958
shares of the Company’s preferred stock, par value $1.00 per share. During the year ended December 31, 2022, the Company
repurchased the following preferred stock:
Class of Preferred Stock
Class L
Class M
Depositary Shares
Repurchased
Purchase Price
(in millions)
54,508 $
90,760 $
1.3
2.1
The Company’s outstanding Preferred Stock is detailed below (in thousands, except share data and par values):
As of December 31, 2022
Shares
Authorized
Shares
Issued and
Outstanding
Liquidation
Preference
(in
thousands)
Dividend
Rate
Annual
Dividend
per
Depositary
Share
Par
Value
Optional
Redemption
Date
10,350
10,580
8,946 $
10,489
19,435 $
223,637
262,231
485,868
5.125 % $ 1.28125 $
5.250 % $ 1.31250 $
1.00 8/16/2022
1.00 12/20/2022
As of December 31, 2021
Shares
Authorized
Shares
Issued and
Outstanding
Liquidation
Preference
(in
thousands)
Dividend
Rate
Annual
Dividend
per
Depositary
Share
Par
Value
Optional
Redemption
Date
10,350
10,580
9,000 $
10,580
19,580 $
225,000
264,500
489,500
5.125 % $ 1.28125 $
5.250 % $ 1.31250 $
1.00 8/16/2022
1.00 12/20/2022
Class of Preferred Stock
Class L
Class M
Class of Preferred Stock
Class L
Class M
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 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 L or M Preferred Stock may vote, including any actions by written consent, each share
of the Class 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 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
L or M Preferred Stock). As a result, each Class L or M Depositary Share is entitled to one vote.
91
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 per share of Class L Preferred Stock and $25,000 per share of Class M Preferred Stock ($25.00 per each 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
The Company has a share repurchase program, which is scheduled to expire February 29, 2024. Under this program, 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. The Company did not repurchase any shares under the share repurchase program during 2022 and
2021. As of December 31, 2022, the Company had $224.9 million available under this share repurchase program.
During August 2021, the Company established an at-the-market continuous offering program (the “ATM program”) pursuant
to which the Company may offer and sell from time-to-time 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 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. In addition, the Company may from time to time enter into separate forward sale
agreements with one or more banks. During 2022, the Company issued 450,000 shares and received net proceeds after
commissions of $11.3 million. During 2021, the Company issued 3.5 million shares and received net proceeds after
commissions of $76.9 million. As of December 31, 2022, the Company had $411.0 million available under this ATM
program.
In connection with the Merger, each Weingarten common share, issued and outstanding immediately prior to the effective
time of the Merger, was converted into 1.408 shares of newly issued shares of Kimco common stock, resulting in
approximately 179.9 million common shares being issued in connection with the Merger.
The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common
stock 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 2022, 2021 and 2020, the Company
repurchased 567,450, 1,084,953 and 294,346 shares, respectively, relating to shares of common stock 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 16 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, 2022, is $54.5 million. The Company has the
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 2.6 million shares of common stock.
92
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Dividends Declared
The following table provides a summary of the dividends declared per share:
Common Stock
Class L Depositary Shares
Class M Depositary Shares
2022
Year Ended December 31,
2021
2020
$
$
$
0.84000 $
1.28125 $
1.31250 $
0.68000 $
1.28125 $
1.31250 $
0.54000
1.28125
1.31250
20. 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, 2022, 2021 and 2020 (in thousands):
2022
2021
2020
Acquisition of real estate interests:
Mortgages debt
Other liabilities
Redeemable noncontrolling interests
Capital expenditures accrual
Surrender of common stock
Declaration of dividends paid in succeeding period
Decrease in redeemable noncontrolling interests’ carrying amount
Lease liabilities arising from obtaining operating right-of-use assets
Allocation of fair value to noncontrolling interests
Purchase price fair value adjustment to prepaid rent
Decrease in noncontrolling interests from redemption of units for
common stock
Weingarten Merger:
Real estate assets
Investments in and advances to real estate joint ventures
Notes payable
Mortgages payable
Below-market leases
Noncontrolling interests
Other assets and liabilities, net
Lease liabilities arising from obtaining operating right-of-use
assets
Lease liabilities arising from obtaining financing right-of-use
assets
Common stock issued in exchange for Weingarten common
shares
Consolidation of Joint Ventures:
Increase in real estate and other assets, net
Increase in mortgages payable, other liabilities and
noncontrolling interests
Deconsolidation of Joint Venture:
Decrease in real estate and other assets, net
Decrease in mortgages payable and other liabilities
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
79,362 $
59,000 $
79,663 $
29,079 $
13,790 $
5,326 $
- $
- $
- $
- $
- $
- $
- $
34,651 $
20,909 $
5,366 $
(2,304 ) $
553 $
2,068 $
15,620 $
1,613 $
1,540 $
- $
- $
- $
- $
- $
- $
- $
- $
- $
5,627,469 $
585,382 $
(1,497,632 ) $
(317,671 ) $
(119,373 ) $
(177,039 ) $
(154,775 ) $
32,569 $
23,026 $
- $
(3,738,735 ) $
- $
- $
- $
- $
506,266 $
234,091 $
300,099 $
170,000 $
-
-
-
37,411
5,395
5,366
(2,160 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The following table provides a reconciliation of cash, cash equivalents and restricted cash recorded on the Company’s
Consolidated Balance Sheets to the Company’s Consolidated Statements of Cash Flows (in thousands):
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash
93
As of
December 31,
2022
As of
December 31,
2021
$
$
146,970 $
2,859
149,829 $
325,631
9,032
334,663
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
21. Transactions with Related Parties:
Joint Ventures
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 Footnote 7 of the Notes to Consolidated Financial Statements for additional information regarding transactions
with related parties.
During 2022, the Company purchased the General Partner’s ownership interest in the KIR joint venture from Milton Cooper,
Executive Chairman of the Board of Directors of the Company, for $0.1 million. There was no change in control as a result
of this transaction.
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 2022, 2021 and 2020, the Company paid brokerage commissions of $0.3
million, $0.4 million and $0.5 million, respectively, to Ripco for services rendered primarily as leasing agent for various
national tenants in shopping center properties owned by the Company.
Fifth Wall
During October 2021, Mary Hogan Preusse, a member of the Company’s Board of Directors, joined Fifth Wall as a Senior
Advisor. The Company holds an investment in the Fifth Wall’s Climate Technology Fund with a commitment of up to $25.0
million, of which $14.5 million has been funded as of December 31, 2022 and a cost method investment of $1.5 million
within Fifth Wall's Ventures SPV Fund as of December 31, 2022.
22. Commitments and Contingencies:
Letters of Credit
The Company has issued letters of credit in connection with the completion and repayment guarantees primarily on certain
of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At
December 31, 2022, these letters of credit aggregated $43.3 million.
Funding Commitments
The Company has investments, including Fifth Wall discussed above, with funding commitments of $30.4 million, of which
$16.5 million has been funded as of December 31, 2022.
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, 2022, there were $18.4
million in performance and surety bonds outstanding.
In connection with the Merger, the Company now provides a guaranty for the payment of any debt service shortfalls on the
Sheridan Redevelopment Agency issued Series A bonds which are tax increment revenue bonds issued in connection with
a development project in Sheridan, Colorado. These tax increment revenue bonds have a balance of $45.5 million outstanding
94
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
at December 31, 2022. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee
("PIF") to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide
under a guaranty. The revenue generated from incremental sales, property taxes and PIF have satisfied the debt service
requirements to date. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability
in full or 2040.
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 taken as a whole as of December 31, 2022.
23. Incentive Plans:
In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a
successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan (the “2010 Plan” and together with the
2020 Plan, the “Plan”) that expired in March 2020. The 2020 Plan provides for a maximum of 10.0 million shares of the
Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock,
restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards. At December
31, 2022, the Company had 6.9 million shares of common stock available for issuance under the 2020 Plan.
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 Consolidated Statements of Income over the service period based on their fair
values. Fair value of performance awards is determined using the Monte Carlo method, which is intended to estimate the
fair value of the awards at the grant date. Fair value of restricted shares is based on the price on the date of grant.
The Company recognized expense associated with its equity awards of $26.6 million, $23.2 million and $23.7 million, for
the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the Company had $43.1 million
of total unrecognized compensation cost related to unvested stock compensation granted under the Plan. That cost is
expected to be recognized over a weighted-average period of 2.8 years.
Stock Options
During 2022, 2021 and 2020, the Company did not grant any stock options. Information with respect to stock options
outstanding under the 2010 Plan for the years ended December 31, 2022, 2021 and 2020 are as follows:
Options outstanding, January 1, 2020
Exercised
Forfeited
Options outstanding, December 31, 2020
Exercised
Forfeited
Options outstanding, December 31, 2021
Exercised
Forfeited
Options outstanding, December 31, 2022
Options exercisable (fully vested)
December 31, 2020
December 31, 2021
December 31, 2022
Weighted-
Average
Exercise Price
Per Share
Aggregate
Intrinsic Value
(in millions)
19.60 $
15.48 $
16.20
20.03 $
19.19 $
19.01
21.48 $
20.56 $
19.70
22.13 $
20.03 $
21.48 $
22.13 $
2.0
0.2
-
1.1
1.5
0.8
-
-
1.5
-
Shares
1,297,936 $
(63,365 ) $
(72,250 ) $
1,162,321 $
(315,750 ) $
(357,816 ) $
488,755 $
(205,871 ) $
(750 ) $
282,134 $
1,162,321 $
488,755 $
282,134 $
The exercise price per share for options outstanding as of December 31, 2022 ranges from $20.41 to $24.12. As of December
31, 2022, all of the Company’s outstanding options were vested. The weighted-average remaining contractual life for options
95
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
outstanding and exercisable as of December 31, 2022 was 0.2 years. Cash received from options exercised under the 2010
Plan was $4.2 million, $6.1 million and $1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Restricted Stock
Information with respect to restricted stock under the Plan for the years ended December 31, 2022, 2021 and 2020 are as
follows:
Restricted stock outstanding as of January 1,
Granted (1)
Vested
Forfeited
Restricted stock outstanding as of December 31,
2022
2021
2020
2,347,608
819,090
(511,772 )
(48,956 )
2,605,970
2,394,825
754,560
(759,665 )
(42,112 )
2,347,608
2,367,843
820,150
(784,120 )
(9,048 )
2,394,825
(1) The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2022, 2021 and 2020 were $24.27,
$17.81 and $18.67, 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, 2022, 2021 and 2020, the dividends paid on unvested restricted shares were $2.5 million, $1.8 million and $2.2 million,
respectively.
Performance Shares
Information with respect to performance share awards under the Plan for the years ended December 31, 2022, 2021 and
2020 are as follows:
Performance share awards outstanding as of January 1,
Granted (1)
Vested (2)
Performance share awards outstanding as of December 31,
2022
2021
2020
1,052,100
458,660
(506,720 )
1,004,040
913,800
545,380
(407,080 )
1,052,100
704,530
506,720
(297,450 )
913,800
(1) The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2022, 2021 and 2020 were $31.19,
$22.96 and $18.02, respectively.
(2) For the years ended December 31, 2022, 2021 and 2020, the corresponding common stock equivalent of these vested awards were 998,238, 814,160
and 594,900 shares, respectively.
The more significant assumptions underlying the determination of fair values for these performance awards granted during
2022, 2021 and 2020 were as follows:
Stock price
Dividend yield (1)
Risk-free rate
Volatility (2)
Term of the award (years)
$
2022
2021
2020
24.27 $
0 %
1.72 %
49.07 %
2.87
17.87 $
0 %
0.20 %
48.41 %
2.86
18.93
0 %
1.42 %
24.67 %
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,
96
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
2022. The Company’s contributions to the plan were $2.6 million, $2.4 million and $2.3 million for the years ended
December 31, 2022, 2021 and 2020, respectively.
The Company recognized severance costs associated with employee retirements and terminations during the years ended
December 31, 2022, 2021 and 2020, of $1.5 million, $14.4 million (including $13.7 million of severance costs included in
Merger charges on the Company’s Consolidated Statements of Income) and $8.7 million, respectively.
24. Defined Benefit Plan:
As part of the Merger, the Company assumed sponsorship of Weingarten’s noncontributory qualified cash balance retirement
plan (“the Benefit Plan”). At the date of the Merger, the Benefit Plan was frozen and as a result no new benefits will be
offered to employees who were not already part of the Benefit Plan on the Merger date. The Benefit Plan was terminated as
of December 31, 2021. In connection with the termination, the Benefit Plan maintains a separate account for each participant.
Annual additions to each participant’s account includes an interest credit of 4.5% as the service credit was suspended upon
the freeze. The participant data used in determining the liabilities and costs for the Benefit Plan was determined as of
December 31, 2022.
The following table summarizes the measurement changes in the Benefit Plan’s projected benefit obligation, plan assets and
funded status, as well as the components of net periodic benefit costs, including key assumptions, from January 1, 2022
through December 31, 2022 (in thousands):
Change in Projected Benefit Obligation:
Benefit obligation at beginning of period
Interest cost
Settlement payments
Actuarial gain
Benefit payments
Benefit obligation at end of period
Change in Plan Assets:
Fair value of plan assets at beginning of period
Actual return on plan assets
Settlement payments
Benefit payments
Fair value of plan assets at end of period
Funded status at end of period (included in Accounts and notes receivable)
Accumulated benefit obligation
Net gain recognized in Accumulated other comprehensive income
* For the year ended December 31, 2021, the measurement changes are from the date of Merger.
2022
2021*
36,995 $
1,052
-
(9,781 )
(2,101 )
26,165 $
43,653 $
(966 )
-
(2,101 )
40,586 $
14,421 $
26,165 $
10,581 $
73,081
762
(29,107 )
(6,831 )
(910 )
36,995
74,025
642
(30,104 )
(910 )
43,653
6,658
36,995
2,216
$
$
$
$
$
$
$
The components of net periodic benefit income/(cost), included in Other income, net in the Company’s Consolidated
Statements of Income for the years ended December 31, 2022 and 2021 are as follows (in thousands):
Interest cost
Expected return on plan assets
Amortization of net gain
Settlement gain
Total
2022
2021
$
$
(1,052 ) $
413
37
-
(602 ) $
(750 )
2,125
-
2,216
3,591
97
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The weighted-average assumptions used to determine the benefit obligation as of December 31, 2022 and 2021 are as
follows:
Discount rate
Salary scale increases
Interest credit rate for cash balance plan
2022
2021
4.88 %
N/A
4.50 %
2.43 %
N/A
4.50 %
The selection of the discount rate is made after comparison to yields based on cash investments. The long-term rate of return
is a composite rate for the Benefit Plan. It is derived as the sum of the percentages invested in each principal asset class
included in the portfolio multiplied by their respective expected rates of return. The Company considered the historical
returns and the future expectations for returns for each asset class, as well as the target asset allocation of the Benefit Plan
portfolio. This analysis resulted in the selection of 1.00% as the long-term rate of return assumption for the year ended
December 31, 2022.
No contributions are anticipated to be made to the Benefit Plan during 2023. The expected benefit payments for the next 10
years for the Benefit Plan is as follows (in millions):
Benefit payments
$
6.4 $
2.0 $
1.9 $
1.9 $
2023
2024
2025
2026
2027
2028 - 2032
8.2
1.8 $
Since termination of the Benefit Plan as of December 31, 2021, the Benefit Plan’s investment policy has changed to address
the short-term capital needs for liquidation of the plan assets, as well as consider the market volatility risks by investing in
and holding liquid assets, such as cash and short-term investments on hand, in order to satisfy the projected benefit obligation.
The fair value of plan assets was determined based on publicly quoted market prices for identical assets, which are all
classified as Level 1 observable inputs. The fair value and allocation of the plan assets as of December 31, 2022 and 2021
were as follows (in thousands):
2022
Asset
2021
Cash and short-term investments
Large company funds
Mid company funds
Small company funds
International funds
Fixed income funds
Growth funds
Total
25. Income Taxes:
Fair Value
40,586
$
-
-
-
-
-
-
40,586
$
Allocation Fair Value
26,246
7,130
662
1,958
1,972
4,260
1,425
43,653
100.0 % $
-
-
-
-
-
-
100.0 % $
Asset
Allocation
60.1 %
16.3 %
1.5 %
4.5 %
4.5 %
9.8 %
3.3 %
100.0 %
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, and is
required to annually distribute at least 90% of its net taxable income, determined without regard to the dividends paid
deduction and excluding any net capital gain. In addition, the Company will be subject to federal income tax at regular
corporate rates to the extent that it distributes less than 100% of its net taxable income, including any net capital
gains. 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 were to fail to qualify as a REIT in any taxable year, it would
be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and would
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.
98
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, 2022, 2021 and 2020
(in thousands):
GAAP net income attributable to the Company
GAAP net (income)/loss attributable to TRSs
GAAP net income from REIT operations (1)
$
Federal income taxes
Net book depreciation in excess of tax depreciation
Deferred/prepaid/above-market and below-market rents, net
Fair market value debt amortization
Book/tax differences from executive compensation
Book/tax differences from equity awards
Book/tax differences from defined benefit plan
Book/tax differences from investments in and advances to real estate
joint ventures
Book/tax differences from sale of properties
Book/tax differences from accounts receivable
Book adjustment to property carrying values and marketable equity
securities
Taxable currency exchange gain/(loss), net
Tangible property regulation deduction
GAAP change in ownership of joint venture interests
Dividends from TRSs
Severance accrual
Other book/tax differences, net (2)
Adjusted REIT taxable income
$
2022
(Estimated)
2021
(Actual)
2020
(Actual)
125,976 $
(6,251 )
119,725
47,302
130,678
(38,810 )
(38,303 )
23,248
(7,846 )
-
18,020
217,797
(8,566 )
335,233
198
(61,492 )
45,767
145
(1,933 )
(2,650 )
778,513 $
844,059 $
(23,365 )
820,694
-
77,951
(31,666 )
(17,961 )
19,882
(3,714 )
(2,948 )
16,030
(50,955 )
(17,707 )
(503,847 )
1,945
-
(5,607 )
23,314
(5,608 )
(20,299 )
299,504 $
1,000,833
(956 )
999,877
-
(55,072 )
(16,632 )
(3,847 )
10,388
5,640
-
40,176
(10,547 )
44,193
(589,698 )
(29 )
(48,194 )
-
2
5,874
(5069 )
377,062
Certain amounts in the prior periods have been reclassified to conform to the current year presentation in the table above.
(1) All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interests and TRSs.
(2)
Includes Merger related costs of $20.7 million for the year ended December 31, 2021.
Characterization of Distributions
The following characterizes distributions paid for tax purposes for the years ended December 31, 2022, 2021 and 2020,
(amounts in thousands):
Preferred L Dividends
Ordinary income
Capital gain
Preferred M Dividends
Ordinary income
Capital gain
Common Dividends
Ordinary income
Capital gain
Return of capital
2022
9,657
1,839
11,496
11,615
2,212
13,827
418,725
82,711
15,508
516,944
$
$
$
$
$
$
2021
11,185
346
11,531
13,469
417
13,886
273,272
10,647
70,980
354,899
84 % $
16 %
100 % $
84 % $
16 %
100 % $
81 % $
16 %
3 %
100 % $
2020
4,382
7,149
11,531
5,277
8,609
13,886
133,849
214,863
3,522
352,234
97 % $
3 %
100 % $
97 % $
3 %
100 % $
77 % $
3 %
20 %
100 % $
38 %
62 %
100 %
38 %
62 %
100 %
38 %
61 %
1 %
100 %
Total dividends distributed for tax
purposes
$
542,267
$
380,316
$
377,651
For the year ended December 31, 2022, the Company elected to retain the proceeds from the sale of ACI stock for general
corporate purposes in lieu of distributing to its shareholders. This undistributed long-term capital gain is allocated to, and
99
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
reportable by, each shareholder, and each shareholder is also entitled to claim a federal income tax credit for its allocable
share of the federal income tax paid by the Company for 2022. The allocable share of the long-term capital gain and the
federal tax credit will be reported to direct holders of Kimco common shares, on Form 2439, and to others in year-end
reporting documents issued by brokerage firms if Kimco shares are held in a brokerage account. For the years ended
December 31, 2021 and 2020 cash dividends paid for tax purposes were equivalent to, or in excess of, taxable income.
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 include Kimco Realty Services II, Inc. (“KRS”), FNC
Realty Corporation, Kimco Insurance Company (collectively “KRS Consolidated”) and the consolidated entity, Blue Ridge
Real Estate Company/Big Boulder Corporation.
the Company acquired
Weingarten/Investments Inc. (“WII”), a TRS of Weingarten.
In connection with
the Merger,
The Company is 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 are generally subject to withholding
tax, but entities in Puerto Rico and Mexico generally are 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 TRSs. 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 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
(provision)/benefit for income taxes relating to the Company for the years ended December 31, 2022, 2021 and 2020, are
summarized as follows (in thousands):
TRSs and taxable entities
REIT (1)
Total tax provision
2022
2021
2020
$
$
533 $
(57,187 )
(56,654 ) $
(3,380 ) $
-
(3,380 ) $
522
(1,500 )
(978 )
(1) During 2022, the Company sold shares of ACI and recognized a long-term capital gain for tax purposes of $251.5 million. The Company elected
to retain the proceeds from this stock sale for general corporate purposes and pay corporate income tax on the taxable gain. The Company
accrued and paid federal taxes of $47.3 million and estimated state and local taxes of $9.9 million on this undistributed long term capital
gain. This undistributed long-term capital gain is allocated to, and reportable by, each shareholder, and each shareholder is also entitled to claim
a federal income tax credit for its allocable share of the federal income tax paid by the Company for 2022. The allocable share of the long-term
capital gain and the federal tax credit will be reported to direct holders of Kimco common stock, on Form 2439, and to others in year-end
reporting documents issued by brokerage firms if the Company’s common stock is held in a brokerage account.
Deferred Tax Assets, Liabilities and Valuation Allowances
The Company’s deferred tax assets and liabilities at December 31, 2022 and 2021, were as follows (in thousands):
2022
2021
$
$
4,165 $
1,836
-
-
6,001
(6,551 )
(550 ) $
3,286
4,580
2,340
(4,067 )
6,139
(8,058 )
(1,919 )
Deferred tax assets:
Tax/GAAP basis differences
Net operating losses (1)
Tax credit carryforwards (2)
Valuation allowance
Total deferred tax assets
Deferred tax liabilities
Net deferred tax liabilities
(1) Net operating losses do not expire.
(2) Expiration dates ranging from 2027 to 2035.
100
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
Deferred tax assets and deferred tax liabilities are included in the captions Other assets and Other liabilities on the Company’s
Consolidated Balance Sheets at December 31, 2022 and 2021.
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%) 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. Effective August 1, 2016, the Company merged Kimco Realty Services, Inc. (“KRSI”),
a TRS holding REIT qualifying real estate, into a wholly owned LLC (the “TRS Merger”) and KRSI was dissolved. As a
result of the TRS Merger, the Company determined that the realization of its then 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. During the year ended December 31, 2022, the Company was able to utilize the deferred
tax assets to reduce the tax liability on the undistributed long term capital gain.
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 concluded audits by the Canadian
Revenue Agency, which resulted in no adjustments or assessments. The Company had accrued $1.4 million of non-current
uncertain tax positions and related interest under the provisions of the authoritative guidance that addresses accounting for
income taxes at December 31, 2021, which was included in Other liabilities on the Company’s Consolidated Balance Sheets.
Due to the expiration of the statute of limitations with respect to these uncertain tax positions, the $1.4 million accrual was
reversed in the year ended December 31, 2022. The Company does not believe that the total amount of unrecognized tax
benefits as of December 31, 2022, will significantly increase or decrease within the next 12 months.
26. 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 December 31, 2022, 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 February 1, 2021. Beginning February 1, 2021 through February 1, 2023, ULAE is
billed on a fee per claim basis ranging between $53 and $1,523 based on the claim type. These amounts do not erode the
Company’s per occurrence or aggregate limits.
101
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
In connection with the Merger, the Company acquired U.S. Fire & Indemnity Company (“US Fire”), a captive insurance
company which was wholly owned by Weingarten. US Fire began providing direct coverage to Weingarten with limits of
$100,000 per occurrence for all other perils except for flood, named windstorm and earthquake, which had a $5,000,000
annual aggregate. The coverage was cancelled upon the effective date of the Merger. In addition, US Fire assumed general
liability coverage from a third-party reinsurer, with limits of $250,000 per occurrence with a $2,000,000 annual aggregate.
The reinsurance arrangement was terminated effective as of the Merger date and all risks were assumed by KIC’s reinsurance
provider. Effective December 15, 2021, US Fire merged into KIC, with KIC continuing as the surviving company.
As of December 31, 2022, the Company maintained letters of credit in the amount of $27.1 million issued in favor of the
reinsurance provider to provide security for the Company’s obligations under its agreements with the reinsurance providers.
Activity in the liability for unpaid losses and loss adjustment expenses for the years ended December 31, 2022 and 2021, is
summarized as follows (in thousands):
Balance at the beginning of the year
Incurred related to:
Current year
Prior years (1)
Total incurred
Paid related to:
Current year
Prior years
Total paid
Balance at the end of the year
2022
2021
$
19,655 $
13,742
5,694
125
5,819
(645 )
(4,627 )
(5,272 )
20,202 $
5,375
5,281
10,656
(759 )
(3,984 )
(4,743 )
19,655
$
(1) Relates to changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses. For the year ended December 31,
2021, includes $5.3 million of liability incurred as a result of the Merger.
27. Accumulated Other Comprehensive Income (“AOCI”):
The following table displays the change in the components of AOCI for the years ended December 31, 2021 and 2022:
Balance as of January 1, 2021
Other comprehensive income before reclassifications
Amounts reclassified from AOCI
Net current-period other comprehensive income
Balance as of December 31, 2021
Other comprehensive income before reclassifications
Amounts reclassified from AOCI
Net current-period other comprehensive income
Balance as of December 31, 2022
28. Earnings Per Share:
Unrealized Gains
Related to
Defined
Benefit Plan
$
$
-
2,216
-
2,216
2,216
8,365
-
8,365
10,581
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:
Net income available to the Company's common shareholders
Change in estimated redemption value of redeemable
noncontrolling interests
$
100,758 $
818,643 $
975,417
-
2,304
2,160
For the Year Ended December 31,
2021
2020
2022
102
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Earnings attributable to participating securities
(2,182 )
(5,346 )
(6,347 )
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
98,576
-
815,601
3,087
971,230
161
$
98,576
$
818,688
$
971,391
Weighted average common shares outstanding – basic
Effect of dilutive securities (1):
Equity awards
Assumed conversion of convertible units
Weighted average common shares outstanding – diluted
615,528
2,283
47
617,858
506,248
2,422
2,715
511,385
429,950
1,475
208
431,633
Net income available to the Company's common shareholders:
Basic earnings per share
Diluted earnings per share
$
$
0.16
0.16
$
$
1.61
1.60
$
$
2.26
2.25
(1)
The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Net income available to the
Company's common shareholders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted
earnings per share calculations. Additionally, there were 0.3 million, 0 million and 1.2 million stock options that were not dilutive as of December
31, 2022, 2021 and 2020, 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.
29. Subsequent Events:
Prior to January 1, 2023, the business of Kimco Realty Corporation (the “Company”) was conducted through a predecessor
entity also known as Kimco Realty Corporation (the “Predecessor”). On December 14, 2022, the Predecessor’s Board of
Directors approved the reorganization (the “Reorganization”) of the Predecessor’s business into an umbrella partnership real
estate investment trust, or “UPREIT”. On January 1, 2023, to effect the Reorganization, the Company completed a merger
(the “UPREIT Merger”) with KRC Merger Sub Corp. (“Merger Sub”), which was a Maryland corporation and wholly-
owned subsidiary of the Company (formerly known as New KRC Corp.) (the “Parent Company”), which was a Maryland
corporation and wholly-owned subsidiary of the Predecessor. Pursuant to the UPREIT Merger, Merger Sub merged with
and into the Predecessor, with the Predecessor continuing as the surviving entity and a wholly-owned subsidiary of the
Parent Company, and each outstanding share of capital stock of the Predecessor was converted into one equivalent share of
capital stock of the Parent Company (each of which has continued to trade under their respective existing ticker symbol with
the same rights, powers and limitations that existed immediately prior to the Reorganization). Effective as of January 3,
2023, the Predecessor converted into a limited liability company, organized in the State of Delaware, known as Kimco Realty
OP, LLC (“Kimco OP”). In connection with the Reorganization, the Parent Company changed its name to Kimco Realty
Corporation, and replaced the Predecessor as the New York Stock Exchange-listed public company.
Following the Reorganization, substantially all of the Company’s assets are held by, and substantially all of the Company’s
operations are conducted through, Kimco OP (either directly or through its subsidiaries), as the Company’s operating
company, and the Company is the managing member of Kimco OP. The officers and directors of the Company are the same
as the officers and directors of the Predecessor as immediately prior to the Reorganization.
See Footnote 9 of the Company’s Consolidated Financial Statements for discussion of the ACI special dividend.
103
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2022, 2021 and 2020
(in thousands)
Balance at
beginning of
period
Charged to
expenses
Adjustments
to
valuation
accounts
Deductions
Balance at
end of
period
Year Ended December 31, 2022
Allowance for uncollectable accounts (1)
Allowance for deferred tax asset
Year Ended December 31, 2021
Allowance for uncollectable accounts (1)
Allowance for deferred tax asset
Year Ended December 31, 2020
Allowance for uncollectable accounts (1)
Allowance for deferred tax asset
$
$
$
$
$
$
8,339 $
4,067 $
- $
- $
- $
(4,067 ) $
(1,357 ) $
- $
6,982
-
22,377 $
36,957 $
- $
- $
- $
(32,890 ) $
(14,038 ) $
- $
8,339
4,067
- $
42,703 $
22,377 $
- $
- $
(5,746 ) $
- $
- $
22,377
36,957
(1)
Includes allowances on accounts receivable and straight-line rents.
104
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D
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
As of December 31, 2022
(in thousands)
Interest
Rate
Final
Maturity
Date
Periodic
Payment
Terms (a)
Prior
Liens
Original
Face
Amount
of
Mortgages
Carrying
Amount
of
Mortgages
(b)
Principal Amount
of Loans Subject
to Delinquent
Principal or
Interest
$
9.00 % Jun-25
10.00 % Nov-26
12.50 % Sep-27
8.00 % May-29
10.00 % Jun-29
12.00 % May-33
7.00 % Oct-53
I
I
I
I
I
I
I
- $
-
-
-
-
-
-
16,463 $
15,000
21,500
14,000
19,600
3,075
3,410
16,463 $
15,000
16,359
14,000
19,600
3,075
3,410
7.41 % Oct-26
6.88 % Dec-30
P&I
P&I
-
-
1,354
500
166
206
8.64 % Apr-23
7.00 % Mar-31
P&I
P&I
-
-
-
175
397
-
35
345
(1,300 )
$
- $
95,474 $
87,359 $
-
-
-
-
-
-
-
-
-
-
-
-
-
Description
Mortgage Loans:
Retail
Lynwood, CA
Jacksonville, FL
San Antonio, TX
Fairfax, VA
Euless, TX
Las Vegas, NV
Las Vegas, NV
Nonretail
Commack, NY
Melbourne, FL
Other Financing Loans:
Nonretail
Borrower A
Borrower B
Allowance for Credit losses:
(a) I = Interest only; P&I = Principal & Interest.
(b) The aggregate cost for Federal income tax purposes was approximately $87.3 million as of December 31, 2022.
For a reconciliation of mortgage and other financing receivables from January 1, 2020 to December 31, 2022, see Footnote 12 of the Notes to
the 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.
122
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-269102) of Kimco
Realty Corporation and Kimco Realty OP, LLC and Form S-8 (Nos. 333-238131, 333-85659, 333-167265, and 333-184776) of
Kimco Realty Corporation of our report dated February 24, 2023 relating to the financial statements, financial statement
schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 24, 2023
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 24, 2023
/s/ Conor C. Flynn
Conor C. Flynn
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
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 24, 2023
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.3
I, Conor C. Flynn, certify that:
1. I have reviewed this Annual Report on Form 10-K of Kimco Realty OP, LLC;
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 24, 2023
/s/ Conor C. Flynn
Conor C. Flynn
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.4
I, Glenn G. Cohen, certify that:
1. I have reviewed this Annual Report on Form 10-K of Kimco Realty OP, LLC;
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 24, 2023
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
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, the undersigned officer 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, 2022 (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 24, 2023
/s/ Conor C. Flynn
Conor C. Flynn
Chief Executive Officer
Section 1350 Certification
Exhibit 32.2
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer 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, 2022 (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 24, 2023
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
Section 1350 Certification
Exhibit 32.3
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of
Kimco Realty OP, LLC (“Kimco OP”) 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, 2022 (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 Kimco OP.
Date: February 24, 2023
/s/ Conor C. Flynn
Conor C. Flynn
Chief Executive Officer
Section 1350 Certification
Exhibit 32.4
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of
Kimco Realty OP, LLC (“Kimco OP”) 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, 2022 (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 Kimco OP.
Date: February 24, 2023
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
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This page intentionally left blank.
Kimco Realty Corporation and Subsidiaries
Stockholder 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
Stock Listings
NYSE—Symbols
KIM, KIMprL,
KIMprM
Investor Relations
A copy of the Company’s Annual Report
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
500 North Broadway, Suite 201
Jericho, NY 11753
1-866-831-4297
E-mail: ir@kimcorealty.com
Annual Meeting of Stockholders
Annual Report to Stockholders
All stockholders are cordially invited to
attend the 2023 annual meeting which will
be conducted via a live broadcast on April
25, 2023. The company has embraced
the environmentally-friendly virtual
meeting format, which it believes enables
increased stockholder attendance and
participation. During this virtual meeting,
you may ask questions and will be able
to vote your shares electronically. You
may also submit questions in advance
of the 2023 annual meeting by visiting
www.virtualshareholdermeeting.com/
KIM2023. The company will respond to
as many inquiries at the 2023 annual
meeting as time allows.
If you plan to attend the 2023 annual
meeting online, you will need the 16-digit
control number included in your Notice
of Internet Availability of Proxy Materials,
on your proxy card or on the instructions
that accompany your proxy materials.
The 2023 annual meeting will begin
promptly at 10:00 a.m. (Eastern Time),
and you should allow ample time for
the online check-in procedures.
Our Annual Report on Form 10-K filed with
the Securities and Exchange Commission
(SEC) is included in this 2022 Annual
Report and forms our annual report
to security holders within the meaning
of SEC rules.
Dividend Reinvestment and
Common Stock Purchase Plan
The Company’s Dividend Reinvestment
and Common Stock Purchase Plan
provides 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
brokerage commissions. Requests for
booklets describing the Plan, enrollment
forms and any correspondence or
questions regarding the Plan should be
directed to:
EQ Shareowner Services
P.O. Box 64856
St. Paul, MN 55164-0856
1-866-557-8695
Holders of Record
Holders of record of the Company’s
common stock, par value $0.01 per share,
totaled 2,751 as of February 28, 2023.
Offices
Executive Offices
500 North Broadway
Suite 201
Jericho, NY 11753
516-869-9000
www.kimcorealty.com
Regional Offices
Phoenix, AZ
602-249-0670
Wilton, CT
203-761-8951
New York, NY
212-972-7456
Bellevue, WA
425-373-3500
Daly City, CA
650-301-3000
Hollywood, FL
954-923-8444
Ardmore, PA
610-896-7560
Roseville, CA
916-727-2100
Newton, MA
617-933-2820
Fort Worth, TX
214-720-0559
Tustin, CA
949-252-3880
Timonium, MD
410-684-2000
Arlington, VA
703-415-7612
Vista, CA
760-727-1002
Charlotte, NC
704-367-0131
Woodbridge, VA
703-583-0071
Mendenhall Commons
Memphis, Tennessee
Kimco Realty® (NYSE:KIM) is a real estate investment trust (REIT) headquartered in Jericho, NY that is North
America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers, and
a growing portfolio of mixed-use assets. The company’s portfolio is primarily concentrated in the first-ring
suburbs of the top major metropolitan markets, including those in high-barrier-to-entry coastal markets and
rapidly expanding Sun Belt cities, with a tenant mix focused on essential, necessity-based goods and services
that drive multiple shopping trips per week.
Kimco Realty is also committed to leadership in environmental, social and governance (ESG) issues and is a
recognized industry leader in these areas. Publicly traded on the NYSE since 1991, and included in the S&P
500 Index, the company has specialized in shopping center ownership, management, acquisitions, and value
enhancing redevelopment activities for more than 60 years. As of December 31, 2022, the company owned
interests in 532 U.S. shopping centers and mixed-use assets comprising 91 million square feet of gross leasable
space. For further information, please visit www.kimcorealty.com.
2022 Operating Review ........................... 1
Form 10-K ................................................... 8
Stockholder Information ....................... 148
Corporate Directory ............................IBC
Corporate Directory
Board of Directors
Milton Cooper
Executive Chairman
Kimco Realty Corporation
Philip E. Coviello (1v)(2)(3)
Partner*
Latham & Watkins LLP
Conor C. Flynn
Chief Executive Officer
Kimco Realty Corporation
Frank Lourenso (1)(2v)(3)
Executive Vice President*
JPMorgan Chase & Co.
Henry Moniz (1)(2)(3)
Chief Compliance Officer
Meta
Mary Hogan Preusse (1)(2)(3v)
Lead Independent Director
Kimco Realty Corporation
Managing Director and
Co-Head of Americas Real Estate*
APG Asset Management US Inc.
Valerie Richardson (1)(2)(3)
Chief Operating Officer
International Council of
Shopping Centers
Richard B. Saltzman (1)(2)(3)
Senior Advisor at Ranger
Global Real Estate Advisors
and Peaceable Street Capital
* Retired
(1) Audit Committee
(2) Executive Compensation
Committee
(3) Nominating and Corporate
Governance Committee
(v) Chairman
Executive and
Senior 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
Bruce Rubenstein
Executive Vice President,
General Counsel & Secretary
Raymond Edwards
Executive Vice President
Retailer Services
Leah Landro
Executive Vice President,
Chief Human Resources Officer
Thomas Taddeo
Executive Vice President,
Chief Information Officer
David F. Bujnicki
Senior Vice President
Investor Relations & Strategy
Geoffrey Glazer
Senior Vice President
National Development
William Teichman
Senior Vice President
Business Operations
Kathleen Thayer
Senior Vice President,
Corporate Accounting &
Assistant Treasurer
Paul Westbrook
Vice President,
Chief Accounting Officer
U.S. Regional Management
Carmen Decker
President
Western Region
Wilbur E. Simmons, III
President
Southern Region
Joshua Weinkranz
President
Northern Region
Corporate Management
Barbara E. Briamonte
Vice President
Legal
Tamara Chernomordik
Vice President
ESG
David Domb
Vice President
Research & Data Analytics
Paul Dooley
Vice President
Real Estate Tax & Insurance
Kenneth Fisher
Vice President,
Chief Technology Officer
Christopher Freeman
Senior Vice President
Property Management
Scott Gerber
Vice President
Risk
Brett N. Klein
Vice President
Financial Planning & Analysis
Jennifer Maisch
Vice President
Marketing & Corporate
Communications
Julio Ramon
Vice President
Property Finance
Jonathon Siswick
Vice President
Lease Administration
Harvey G. Weinreb
Vice President
Tax
411669_Annual Report 2022-Final-v02-for print_CVR_R1.indd 4-6
411669_Annual Report 2022-Final-v02-for print_CVR_R1.indd 4-6
3/9/23 11:17 AM
3/9/23 11:17 AM
Annual
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500 North Broadway, Suite 201, Jericho, NY 11753 | (516) 869-9000
kimcorealty.com
411669_Annual Report 2022-Final-v02-for print_CVR_R1.indd 1-3
411669_Annual Report 2022-Final-v02-for print_CVR_R1.indd 1-3
3/9/23 11:17 AM
3/9/23 11:17 AM
2200 Westlake
Seattle, Washington