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kimcorealty.com
Kimco Realty® (NYSE:KIM) is a real estate investment trust (REIT) headquartered in Jericho, N.Y. 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 enhanc-
ing redevelopment activities for more than 60 years. As of December 31, 2023, the company owned interests
in 523 U.S. shopping centers and mixed-use assets comprising 90 million square feet of gross leasable space.
On January 2, 2024, Kimco Realty closed the acquisition of RPT Realty, which added 56 open-air shopping
centers, comprising 13.3 million square feet of gross leasable area, to Kimco’s portfolio. For further information,
please visit www.kimcorealty.com.
2023 Operating Review ........................... 1
Form 10-K ................................................... 8
Stockholder Information ....................... 156
Corporate Directory ............................IBC
Alabama Shepherd Shopping Center
Houston, Texas
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Dear Fellow Stockholders and Associates,
2023 was a successful year for Kimco, highlighted by
exceptional leasing achievements amidst an ongoing
climate of economic uncertainty. Our performance
underscores the fundamental strength, resiliency, and
appeal of our high-quality grocery-anchored, open-air
shopping center and mixed-used portfolio in all stages
of economic cycles.
Operational Excellence
Net income available to Kimco’s common sharehold-
ers per diluted share was $1.02 for 2023 compared to
$0.16 in 2022. The year-over-year increase included
a $337 million benefit from mark-to-market gains on
marketable securities, net, generated mostly from an
increase in the value of our Albertsons Companies,
Inc. (NYSE: ACI) common stock, and a special cash
dividend of $194 million received from Albertsons. As
a result of the Albertsons special dividend, we were
pleased to pay a $0.09 per share special dividend to
Kimco common stockholders. Funds from Operations
(FFO) for the full year 2023 was $970 million, or $1.57
per diluted share, compared to $976 million, or $1.58
per diluted share, for 2022.* It’s worth noting that the
gain from Albertsons stock and the special dividend
were excluded from FFO – if included, they would
have driven a $0.35 per share positive impact. It’s
also worth noting that 2022 was a bit of an anomaly,
as we benefitted from the post-pandemic recovery
and receipt of COVID-related deferred rent payments.
Operationally, we reached new
heights in square footage leased at
12 million square feet across 2,000
leases signed during the year.
Operationally, we reached new heights in square foot-
age leased at 12 million square feet across 2,000 leases
signed during the year. This included over 3.2 million
square feet in new leases with a positive rent spread of
30.5% for comparable spaces on a pro-rata basis. The
one million square feet of new leases signed during the
fourth quarter was our highest quarterly level in over
a decade. Pricing power remained strong, with 24.0%
pro-rata rental rate spreads on new leases in the fourth
quarter, marking the ninth consecutive quarter with dou-
ble-digit spreads. Included in these record setting figures
for 2023 is the re-tenanting of 21 Bed Bath and Beyond
locations recaptured from the retailer’s bankruptcy. The
boxes generated a positive spread of 43% on 18 new
leases (three leases were assigned).
Davidson Commons
Davidson, North Carolina
Our overall pro-rata portfolio occupancy rate stood at
96.2% at year-end, a testament to our best-in-class team,
extensive national retailer relationships, and the appeal
of our high-quality properties in first-ring suburbs of
major metro markets. The fourth quarter saw our largest
sequential pro-rata portfolio occupancy gain in more
than 15 years, with an increase of 70 basis points. Anchor
tenant pro-rata occupancy rose by a record 80 basis
points from the third quarter to 98.0%, and small shop
pro-rata occupancy reached an all-time high of 91.7%.
With a proven ability to attract and retain tenants across
a wide array of retail categories, we head into 2024
with a deeper, broader, and more resilient tenant base.
Our outlook for the future remains positive, given the
expectation for continued limited supply and the critical
role that brick-and-mortar stores play in the ever-evolv-
ing retail landscape. The 2023 ICSC report, “The Halo
Effect III,” compellingly illustrates the symbiotic relation-
ship between online and physical channels. According
to the study, the introduction of a new brick-and-mor-
tar store generates an online sales increase of nearly
7% within the trade area, while the closure of a store
results in an average sales decline of 11.5%. For emerging
direct-to-consumer brands, the effects are even more
pronounced, with a 13.9% surge in online sales around
a new store. These statistics highlight the indispens-
able contribution of our properties to the omnichannel
retail experience and reinforce our strategy to invest
in and enhance our physical retail space, ensuring it
remains a cornerstone of today’s dynamic, integrated
retail ecosystem.
*The company excludes from FFO all realized or unrealized marketable securities gains and losses as well as gains and losses from the sale of operating
properties, real estate-related depreciation, profit participations from other investments, and other items considered incidental to Kimco’s operating business.
kimcorealty.com
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A Focus on Strategic
Growth
Our strategy for growth is to harness
our best-in-class platform, advantage
of scale, and strong balance sheet
to seek opportunistic acquisitions,
expand our mixed-use platform, and
deploy capital accretively.
By adding RPT’s
open-air centers to our
portfolio, we bolstered
our presence in many
highly sought-after
Sun Belt and coastal
markets, where the
demand for high-quality,
grocery-anchored
shopping centers far
exceeds the supply.
The strategic acquisition of RPT Realty in
January 2024 exemplifies this approach.
By adding RPT’s open-air centers to our
portfolio, we bolstered our presence in
many highly sought-after Sun Belt and
coastal markets, where the demand for
high-quality, grocery-anchored shop-
ping centers far exceeds the supply. The
acquisition not only enhances our tenant
diversity but also unlocks the opportu-
nity for substantial upside potential by
leveraging advantages of scale through
Kimco’s industry-leading platform and
leasing expertise. We are poised to
capitalize on mark-to-market oppor-
tunities, enrich our robust Signed but
Not Opened (SNO) lease pipeline, and
further elevate occupancy levels across
the board. The integration should also
drive anticipated initial cost savings syn-
ergies of approximately $34 million, the
majority of which we expect to capture
in 2024, laying a solid foundation for
immediate earnings accretion. Another
critical element of this transaction is
that it was leverage-neutral, enabling
Kimco to maintain a strong balance
sheet, financial flexibility, and ample
liquidity to continue to take advantage
of accretive future opportunities to further
enhance stockholder value.
Mary Brickell Village
Miami, Florida
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The Witmer® & The Milton® at Pentagon Centre®
Pentagon City, Virginia
Our Mixed-Use Approach
A pivotal element of our long-term growth strategy
centers around the significant potential to expand
our mixed-use portfolio, with Mary Brickell Village,
the trophy asset of the RPT portfolio, standing as a
prime example. Situated in the heart of Miami’s vibrant
Brickell neighborhood, Mary Brickell Village epitomizes
the integration of retail and residential to create a
dynamic urban ecosystem. This property serves as a
bustling retail and dining destination in an extremely
high-growth market. In addition to the nearer-term
mark-to-market leasing upside on this asset, there is
tremendous untapped potential for future density,
which we are now in the early stages of exploring.
By incorporating the inherent synergies among retail,
residential and other property uses, we enhance the
value and appeal of our assets, driving increased
foot traffic and tenant demand. With nearly 10,000
residential units built, under construction, or enti-
tled at year-end 2023 across our portfolio, we con-
tinue to make progress towards our goal of 12,000
units by 2025. This past year saw the grand opening
of The Milton®, our 253-unit residential tower at
our Pentagon Centre® Signature Series® project in
Pentagon City, Virginia. Construction is also under-
way on Coulter Place, a 131-unit multi-family building
with ground-floor retail at Suburban Square®, another
Signature Series asset on Philadelphia’s Main Line
in Ardmore, Pennsylvania. We continue to pursue
mixed-use entitlements at assets across the coun-
try, judiciously deploying capital to activate these
projects when economic conditions are right. In the
meantime, there is significant value in the entitle-
ments themselves; approximately $125 million to $210
million additional value is derived from land entitled
for the development of 7,595 multi-family residential
units and hotel keys, translating to roughly $25,000
to $55,000 per unit depending on the market.
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Accretive Capital Deployments
In addition to the RPT acquisition and mixed-use
activities, we remain focused on generating addi-
tional stockholder value through accretive capital
deployments, as we seek to take advantage of market
opportunities when they present themselves. By skill-
fully reacting to the changing market dynamics that
occurred during 2023, we were able to make several
key acquisitions, shed a few non-core assets, and
utilize our unique structured investments program.
$173 million acquisition of a new Signature Series asset,
Stonebridge at Potomac Town Center – a dominant,
504,000-square-foot Wegmans grocery-anchored
asset in the Washington D.C. suburbs of Virginia. As
the year progressed, the fourth quarter saw a positive
shift in market sentiment, spurred by a significant drop
in the 10-year treasury rate, which fostered a more
friendly financing environment and increased deal
flow. This shift allowed us to divest three non-core joint
venture sites and engage in mezzanine financing for
a new partnership.
In the face of a challenging rising interest rate envi-
ronment throughout the first three quarters of 2023,
marked by difficult underwriting conditions and inconsis-
tent financing opportunities, we were able to capitalize
on our strong liquidity position and balance sheet to
acquire several high-quality assets. These included the
purchase of the remaining 85% interest in three gro-
cery-anchored shopping centers for $128 million and the
The successful monetization of the remainder of our
Albertsons shares in January 2024 exemplifies our ability
to identify and capitalize on investment opportunities
that deliver substantial returns. The proceeds from this
transaction, nearly $300 million, represent additional
capital that we are able to deploy when opportunities
arise. Total proceeds from our original Albertsons invest-
ment of $182 million surpassed $1.7 billion before taxes.
Stonebridge at Potomac Town Center
Woodbridge, Virginia
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In the year ahead, we will continue to
streamline our portfolio, focusing on high-
growth potential assets. With the mac-
roeconomic environment showing signs
of improvement and the fundamentals
of open-air retail remaining strong, plans
for 2024 include the disposition of select
RPT assets that are inconsistent with our
long-term growth objectives. The sales
proceeds are expected to be recycled to
source high-quality assets, focusing on
off-market, core grocery-anchored shop-
ping centers, and additional opportunities
for preferred equity and mezzanine financ-
ing in high-quality real estate.
Balance Sheet
Strengthening
In 2023, we further solidified our finan-
cial foundation by bolstering our liquidity
position, proactively addressing our 2024
debt maturities, and facilitating the suc-
cessful closure of the RPT transaction
while preserving our rock-solid balance
sheet. In 2023, we generated over $1.1
billion in net cash flow provided by oper-
ating activities and paid an aggregate of
$657.5 million of dividends.
Entering 2024, our liquidity
remains robust, with over
$780 million in cash and
cash equivalents and full
availability of our $2 billion
revolving credit facility.
We ended 2023 with consolidated net
debt to EBITDA of 5.6 times.
Entering 2024, our liquidity remains robust,
with over $780 million in cash and cash
equivalents and full availability of our $2
billion revolving credit facility. Our capital
redeployment strategy, coupled with a
disciplined approach to financial man-
agement, underscores our commitment to
sustaining a strong balance sheet, ensuring
we remain well-positioned to seize growth
opportunities ahead.
Dania Pointe
Dania Beach, Florida
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Fostering Growth Through
People, Culture, and
Corporate Responsibility
As we reflect on a year marked by significant achieve-
ments and strategic milestones, we are reminded that
our culture and people, united by a shared vision for
success and value creation, remain our most valuable
assets. The dedication and collective effort of our team
not only continue to enhance stockholder value but also
forge a meaningful impact on our communities and the
environment. This synergy of purpose and action sets the
stage for a future in which Kimco continues to lead and
innovate within the retail and mixed-use real estate sector.
Our dedication to fostering an inclusive workplace
where every Kimco associate feels valued and empow-
ered is evident in the launch of Employee Resource
Groups (ERGs) in 2023. These groups are set to become
a cornerstone of our culture, enhancing cross-functional
communication, fostering a sense of belonging and
inclusion, and providing a platform for voices from all
levels of the organization. Coupled with our volunteer-
ism drive and annual Season of Giving program, these
initiatives embody our commitment to community,
both inside and outside our company.
Our efforts to drive sustainability across our portfolio
have also taken a significant leap forward. The launch of
the IREM® Certified Sustainable Properties Certification
Volume Program led to the certification of 19 proper-
ties, marking a critical step in our continued efforts
around operational excellence. Additionally, our pilot on
bundled renewable energy credit (REC) procurement
helps pave the way to our goal of achieving net zero.
Recognition of our efforts by key industry organiza-
tions highlights their positive impact. In 2023, Kimco
was honored with the NAREIT Leader in the Light
Award, recognizing outstanding sustainability prac-
tices within the retail REIT sector. Our GRESB ranking
placing us first in our peer group and our designation
as a Great Place to Work® for the sixth consecutive
year showcase our leadership in these important areas,
which we believe also serve to enhance long-term
stockholder value.
Charting Our Path Forward
Heading into 2024, we stand on a solid foundation of
strategic growth, operational resilience, and ample liquidity
that will serve us well as we prepare to face a continually
shifting economic environment. Our successes this past
year reinforced our leadership in the industry and provide
a springboard for continued innovation and expansion.
In recognition of our strong financial performance
and our commitment to delivering stockholder value,
we were pleased to raise the quarterly dividend on
common shares paid in December 2023 to $0.24 per
share, an increase of 4.3% over the dividend distributed
in the same period in 2022.
We’re energized by the opportunities ahead – with a diverse
array of growth drivers and a clear strategic vision, we are
well-positioned to enhance value for all our stakeholders
— from our dedicated associates and valued tenants to
the communities we serve and our loyal stockholders.
Thank you for your continued support. Together, we set
our sights on new achievements and the continuous cul-
tivation of sustained value creation in the years to come.
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
David Jamieson
Executive Vice President, Chief Operating Officer
ESG Disclosure Roadmap
Kimco is committed to excellence in ESG disclosure. Detailed information on ESG program governance and
performance can be found in three primary locations:
Annual Report/10-K
Summarizes ESG
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.
Corporate
Responsibility Report
Based on the Global
Reporting Initiative (GRI)
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.
6
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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 participation
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 Income to EBITDA
(Unaudited, dollars in thousands)
Net income
Interest
Depreciation and amortization
Gain on sale of properties
Impairment charges (including real estate joint ventures)
Pension liquidation/valuation adjustment
Merger charges
Loss participation from other investments, net
Gain on marketable securities/derivative, net
Benefit from income taxes
Consolidated EBITDA
Consolidated Debt
Consolidated Cash
Consolidated Net Debt
Annualized Consolidated EBITDA
Net Debt to Consolidated EBITDA
Three Months Ended
December 31, 2023
$142,113
67,797
124,282
(22,600)
1,020
47
1,016
366
(11,354)
(175)
$302,512
$7,616,796
(783,757)
$6,833,039
$1,210,048
5.6x
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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, 2023
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
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.
Depositary Shares, each representing one-thousandth of a share of 7.250% Class N Cumulative
Convertible Preferred Stock, $1.00 par value per share.
Kimco Realty OP, LLC
None
Title of each class
Trading Symbol(s)
KIM
Name of each exchange on which registered
New York Stock Exchange
KIMprL
KIMprM
KIMprN
Trading Symbol(s)
N/A
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Name of each exchange on
which registered
N/A
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.
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.
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 ☐
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
Kimco Realty OP, LLC:
Large accelerated filer
Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Accelerated filer
Emerging growth company
Accelerated filer
Emerging growth company
Non-accelerated filer
Non-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.
Kimco Realty Corporation ☑ Kimco Realty OP, LLC ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error
to previously issued financial statements.
Kimco Realty Corporation ☐ Kimco Realty OP, LLC ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-1(b).
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, 2023.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of February 9, 2024, Kimco Realty Corporation had 672,904,480 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 May 7, 2024.
Index to Exhibits begins on page 53.
KIMCO REALTY CORPORATION
KIMCO REALTY OP, LLC
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 2023
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 share 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.
The Parent Company is a real estate investment trust ("REIT") and is the managing member of Kimco OP. As of December 31, 2023, the Parent
Company owned 100% of the outstanding limited liability company interests (the "OP Units") in Kimco OP.
Stockholders' equity and members’ capital are the primary areas of difference between the Consolidated Financial Statements of the Parent
Company and those of Kimco OP. Kimco OP’s capital currently includes OP Units owned solely by the Parent Company, and may in the future
include non-controlling OP Units owned by third parties. OP Units owned by third parties, if any, will be accounted for within capital on Kimco
OP’s financial statements and in non-controlling interests in the Parent Company’s financial statements.
The Parent Company consolidates Kimco OP for financial reporting purposes, and the Parent Company does not have significant assets other
than its investment in Kimco OP. Therefore, while stockholders’ equity and members’ capital differ as discussed above, the assets and liabilities
of the Parent Company and Kimco OP are the same on their respective financial statements.
The Company believes combining the annual reports on Form 10-K of the Parent Company and Kimco OP into this single report provides the
following benefits:
●
●
Enhances investors' understanding of the Parent Company and Kimco OP by enabling investors to view the businesses as a whole
in the same manner as management views and operates the business;
Eliminates duplicative disclosure and provides a more concise and readable presentation because a substantial portion of the
disclosure applies to both the Parent Company and Kimco OP; and
● Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
In order to highlight the differences between the Parent Company and Kimco OP, there are sections in this Annual Report that separately
discuss the Parent Company and Kimco OP, including separate financial statements (but combined footnotes), separate controls and procedures
sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and Kimco OP, unless
context otherwise requires, this Annual Report refers to actions or holdings of Parent Company and/or Kimco OP as being the actions or
holdings of the Company (either directly or through its subsidiaries, including Kimco OP).
Throughout this Annual Report, unless the context requires otherwise:
●
The “Company,” “we,” “our” or “us” refer to:
o
o
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 REIT, such terms refer solely to the Predecessor or Parent Company, as applicable.
o
“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 shareholders 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 .................................................................................................................................................................................. 2
Item 1. Business .................................................................................................................................................................... 2
Item 1A. Risk Factors ........................................................................................................................................................... 9
Item 1B. Unresolved Staff Comments .................................................................................................................................. 23
Item 1C. Cybersecurity ......................................................................................................................................................... 23
Item 2. Properties .................................................................................................................................................................. 25
Item 3. Legal Proceedings ..................................................................................................................................................... 27
Item 4. Mine Safety Disclosures ........................................................................................................................................... 27
PART II ................................................................................................................................................................................. 28
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities ........................................................................................................................................................................... 28
Item 6. Reserved.................................................................................................................................................................... 30
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations .................................... 30
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ............................................................................... 48
Item 8. Financial Statements and Supplementary Data ......................................................................................................... 48
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ................................... 48
Item 9A. Controls and Procedures ........................................................................................................................................ 48
Item 9B. Other Information ................................................................................................................................................... 49
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .................................................................... 49
PART III ............................................................................................................................................................................... 50
Item 10. Directors, Executive Officers and Corporate Governance ...................................................................................... 50
Item 11. Executive Compensation ......................................................................................................................................... 50
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ................ 50
Item 13. Certain Relationships and Related Transactions, and Director Independence ........................................................ 50
Item 14. Principal Accountant Fees and Services ................................................................................................................. 50
PART IV ............................................................................................................................................................................... 51
Item 15. Exhibits and Financial Statement Schedules ........................................................................................................... 51
Item 16. Form 10-K Summary .............................................................................................................................................. 51
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,” “plan,” “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 the costs associated with purchasing and maintaining assets 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 disruptions, (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) the Company’s failure to realize the expected benefits of the merger with RPT Realty (“RPT Merger”), (xii)
significant transaction costs and/or unknown or inestimable liabilities related to the RPT Merger, (xiii) the risk of litigation,
including shareholder litigation, in connection with the RPT Merger, including any resulting expense, (xiv) the ability to
successfully integrate the operations of the Company and RPT and the risk that such integration may be more difficult, time-
consuming or costly than expected, (xv) risks related to future opportunities and plans for the combined company, including the
uncertainty of expected future financial performance and results of the combined company, (xvi) effects relating to the RPT
Merger on relationships with tenants, employees, joint venture partners and third parties, (xvii) the possibility that, if the Company
does not achieve the perceived benefits of the RPT Merger as rapidly or to the extent anticipated by financial analysts or investors,
the market price of the Company’s common stock could decline, (xviii) valuation and risks related to the Company’s joint venture
and preferred equity investments and other investments, (xix) valuation of marketable securities, (xx) impairment charges, (xxi)
criminal cybersecurity attacks disruption, data loss or other security incidents and breaches, (xxii) risks related to artificial
intelligence, (xxiii) impact of natural disasters and weather and climate-related events, (xxiv) pandemics or other health crises,
such as coronavirus disease 2019 (“COVID-19”), (xxv) our ability to attract, retain and motivate key personnel, (xxvi) financing
risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company,
(xxvii) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (xxviii) changes in the
dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels,
(xxix) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain
securities until maturity, (xxx) the Company’s ability to continue to maintain its status as a REIT for U.S. federal income tax
purposes and potential risks and uncertainties in connection with its UPREIT structure, and (xxxi) 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. Certain
forward-looking and other statements in this Annual Report on Form 10-K, or other locations, such as our corporate website,
contain various environmental, social, and governance (“ESG”) standards and frameworks (including standards for the
measurement of underlying data) and the interests of various stakeholders. As such, such information may not, and should not be
interpreted as necessarily being, “material” under the federal securities laws for SEC reporting purposes, even if we use the word
“material” or “materiality” in this document. ESG information is also often reliant on third-party information or methodologies
that are subject to evolving expectations and best practices, and our approach to and discussion of these matters may continue to
evolve as well. For example, our disclosures may change due to revisions in framework requirements, availability of information,
changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.
1
Item 1. Business
Overview
PART I
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
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”).
This permits the Company to engage in certain business activities that a REIT may not conduct directly, by conducting such
business activities through such TRSs. 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, Class M Depositary Shares, and Class
N Depositary Shares are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprL”,
“KIMprM”, and “KIMprN”, 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. 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.
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,
financing 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. At December 31, 2023,
the Parent Company is the managing member of Kimco OP and owns 100% of the limited liability company interests of, and
exercises exclusive control over, Kimco OP.
2
As of December 31, 2023, the Company had interests in 523 shopping center properties (the “Combined Shopping Center
Portfolio”), aggregating 89.7 million square feet of gross leasable area (“GLA”), located in 28 states. In addition, the Company
had 21 other property interests, primarily through the Company’s preferred equity investments and other investments, totaling
5.5 million square feet of GLA.
RPT Merger
On August 28, 2023, the Company and RPT Realty (“RPT”) announced that they had entered into a definitive merger agreement
(the “Merger Agreement”) pursuant to which the Company would acquire RPT through a series of mergers (collectively, the
“RPT Merger”). On January 2, 2024, RPT merged with and into the Company, with the Company continuing as the surviving
public company. The RPT Merger added 56 open-air shopping centers, 43 of which are wholly owned and 13 of which are owned
through a joint venture, comprising 13.3 million square feet of GLA, to the Company’s existing portfolio of 523 properties. In
addition, pursuant to the RPT Merger, the Company obtained RPT’s 6% stake in a 49-property net lease joint venture.
Under the terms of the Merger Agreement, each RPT common share was converted into 0.6049 of a newly issued share of the
Company’s common stock, together with cash in lieu of fractional shares, and each 7.25% Series D Cumulative Convertible
Perpetual Preferred Share of RPT was converted into the right to receive one depositary share representing one one-thousandth
of a share of the Company’s 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share (the
“Class N Preferred Stock”). In connection with the RPT Merger, the Company issued 53.0 million shares of common stock, 1.8
million shares of Class N Preferred Stock, and 953,400 OP Units. See Footnote 28 of the Notes to Consolidated Financial
Statements for further details on the RPT Merger.
Economic Conditions
The economy continues to face several issues, including inflation risk, liquidity constraints, lack of qualified employees, tenant
bankruptcies and supply chain disruptions, which could impact the Company and its tenants. In response to the rising rate of
inflation, the Federal Reserve steadily increased interest rates and has kept them at elevated levels. The Federal Reserve may
continue to increase interest rates or maintain these elevated levels, until the rate of inflation begins to decrease. These elevated
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.
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, grocery anchored shopping centers located in
drivable first-ring suburbs primarily within 18 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, 2023, the Company derived 86% of its proportionate share of annualized base rental revenues 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 a grocery store, home improvement center, off-price retailer, discounter and/or service-oriented
tenant.
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 9,945 units of which 3,157 units have
been constructed as of December 31, 2023. 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 metropolitan statistical areas, and/or 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.
3
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 (BBB+/Baa1) by two major ratings
agencies. The Company maintains one of the longest weighted average debt maturity profiles in the REIT industry, now at 8.7
years. The Company expects to continue to take steps to reduce leverage, unencumber assets and maintain its strong 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;
●
●
● maintaining strong debt metrics and our BBB+/Baa1 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.
Business Strategies
The Company believes it is well positioned to achieve sustainable growth, with its strong core portfolio and its recent acquisitions
allowing the Company to achieve higher occupancy levels, increased rental rates and rental growth in the future. The Company
identified the following components to effectively execute and achieve its strategic goals:
4
The Company has identified the following areas where it is well positioned for sustainable growth in the future.
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, 2023, 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, 2023, the Company’s single largest tenant represented only 3.7%, and the Company’s five largest
tenants aggregated less than 11.3%, 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.
As one of the original participants in the growth of the shopping center industry and the nation's largest owner and operator 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.
The Company’s executive and senior management teams are seasoned real estate operators with extensive retail and public
company leadership experience. The Company’s management has a deep industry knowledge and well-established relationships
with retailers, brokers, and vendors through many years of operational and transactional experience, as well as significant capital
markets capabilities. The Company believes that management’s expertise, experience, reputation, and key relationships in the
retail real estate industry provides it with a significant competitive advantage in attracting new business opportunities.
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.
5
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 its associates are one of its strongest resources and that a variety of perspectives and experiences
found in its diverse workforce sparks innovation and enriches Company culture. The Company is committed to equitable and
inclusive best practices in all phases of the associate life cycle, including recruitment, training, development and promotion. By
cultivating high levels of associate satisfaction, management’s goal is to ensure the Company remains 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
its highly inclusive workplace. The Company takes steps to support its commitment that employment decisions (including how
persons are recruited, hired, assigned and promoted) are not made on the basis of any legally protected characteristic. 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 offerings including a robust, fully vested matching contribution.
The Company has been recognized as a Great Place to Work® for six consecutive years as well as a One of the 2023 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 once again designated a Leader in LGBTQ+ Workplace Inclusion having achieved
the highest score on the Human Rights Campaign Foundation’s 2023-2024 Corporate Equality Index, one of only a few REITs
earning the Equality 100 Award.
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.
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, 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 and provides funds for scholarship programs to benefit the
children of our associates as well as students interested in pursuing careers in real estate.
6
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, 2023, a total of 660 persons were employed
by the Company, of which 31% were located in our corporate office with the remainder located in 26 offices throughout the
United States. The average tenure of our employees was 9.4 years.
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.
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:
The Company has aligned its annual reporting towards 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 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.
7
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 has established a near-term
greenhouse gas (“GHG”) emissions reduction target of reducing Scope 1 and 2 emissions 30% from a 2018 baseline by 2030,
and separately has a target of achieving net zero Scope 1 and 2 GHG emissions by 2050.
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
Acute Hazards - Windstorms
Acute Hazards - Flooding
Increased frequency and intensity of windstorms, such as hurricanes, could lead to
property damage, loss of property value, increased operation and capital costs and
insurance premiums, 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, increased operating and capital
costs and insurance premiums, and interruptions to business operations.
Chronic Stressors - Sea Level Rise Rising sea levels could lead to storm surge and other potential impacts for low-lying
coastal properties leading to damage, loss of property value, increased operating and
capital costs and insurance premiums, 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 and supply interruptions.
Chronic Stressors - Heat and
Water Stress
Chronic Stressors - Wildfires
Transition
Policy and Legal
Reputation and Market
Technology
Regulations at the federal, state and local levels, in addition to stakeholder adherence to
international regulations, 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. Potential for fluctuating
costs for carbon intensive raw materials used to construct and renovate properties.
Increasing market and regulatory expectations may result in increased investment in
upgrading technology and assets, including training and startup costs.
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, (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 and (iv) implementing emergency preparedness and
operational energy and water efficiency programs.
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, which 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.
8
Information About Our Executive Officers
The following table sets forth information with respect to the executive officers of the Company as of December 31, 2023:
Name
Milton Cooper
Conor C. Flynn
Ross Cooper
Glenn G. Cohen
Age
94
43
41
59
David Jamieson
43
Position
Executive Chairman of the Board of Directors
Chief Executive Officer
President and Chief Investment Officer
Executive Vice President,
Chief Financial Officer
Executive Vice President,
Chief Operating Officer
Joined Kimco
Co-Founder
2003
2006
1995
2007
Available Information
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.
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:
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changes in the national, regional and local economic climate;
local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own
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;
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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;
ongoing consolidation in the retail sector;
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.
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Competition may limit our ability to purchase new properties or generate sufficient income from tenants and may
decrease the occupancy and rental rates for our properties.
Numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and
properties for acquisition. 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
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.
The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly
impacted by many current economic challenges, which impact the performance of their businesses, including, but not limited to,
inflation, labor shortages, supply chain constraints, decreasing consumer confidence and discretionary spending, and increasing
energy prices and interest rates.
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.
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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
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
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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, especially in an
inflationary environment, 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, is 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
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.
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In addition, joint venture arrangements may decrease our ability to manage risk and implicate additional risks, such as:
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our joint venture partner having potentially inferior financial capacity or diverging business goals and strategies, which
could lead to actions not aligned with our interests;
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 are 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.
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 Footnotes 8 and 28 of the
Notes to 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.
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The economic performance and value of our other investments, which we do not control, are subject to risks associated with
owning and operating retail businesses, including:
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changes in the national, regional and local economic climate;
the adverse financial condition of some large retailing companies;
increasing use by customers of e-commerce and online store sites; and
ongoing consolidation in the retail sector.
A decline in the value of our other investments may require us to recognize an other-than-temporary impairment (“OTTI”) against
such assets. When the fair value of an investment is determined to be less than its amortized cost at the balance sheet date, we
assess whether the decline is temporary or other-than-temporary. If we intend to sell an impaired asset, or it is more likely than
not that we will be required to sell the impaired asset before any anticipated recovery, then we must recognize an OTTI through
charges to earnings equal to the entire difference between the asset’s amortized cost and its fair value at the balance sheet date.
When an OTTI is recognized through earnings, a new cost basis is established for the asset, and the new cost basis may not be
adjusted through earnings for subsequent recoveries in fair value.
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.
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.
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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. 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, including artificial intelligence, that circumvent controls, avoid detection, and remove obscure forensic
evidence. There can be no assurance that our cybersecurity risk management program, security controls and security process, or
those of our third-party services providers will be fully implemented, complied with, or effective or that attempted security
breaches or disruptions would not be successful or damaging.
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. We have
acquired in the past and may acquire in the future companies with cybersecurity vulnerabilities or unsophisticated security
measures, which could expose us to significant cybersecurity, operational, and financial risks.
A cyber incident could materially affect our operations and financial condition by:
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disrupting the proper functioning of our networks and systems and, therefore, our operations and/or those of certain of
our tenants;
resulting in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;
resulting in our inability to properly monitor our compliance with the rules and regulations regarding our qualification
as a REIT;
resulting 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;
resulting in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased
space;
requiring significant management attention and resources to remediate systems, fulfill compliance requirements and/or
to remedy any damages that result;
subjecting us to regulatory enforcement, including investigative costs and fines or penalties;
subjecting 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
damaging 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.
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Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our
confidential information, proprietary information, and personal data.
Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in
reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations,
artificial intelligence presents risks and challenges that could impact our business. We have adopted generative artificial
intelligence tools into our systems for specific use cases reviewed by legal and information security. Our vendors may incorporate
generative artificial intelligence tools into their services and deliverables without disclosing this use to us, and the providers of
these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with
respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and
experience. If we, our vendors, or our third-party partners experience an actual or perceived breach or a privacy or security
incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential
information, and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further,
bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal
activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these
outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.
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 changes to meteorological or hydrological patterns, 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. For more information on potential climate-related
risks, please refer to our disclosures title “Environmental, Social and Governance (“ESG”) Programs” above.
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).
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.
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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, results of operations and cash flows.
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 evaluation 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. Simultaneously, there are efforts by some parties to restrict companies’ efforts on various ESG-related matters. Both
advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media
campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur
costs or otherwise adversely impact our business.
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. For example, we note that standards regarding the monitoring and accounting of GHG emissions, as well as any GHG
emissions reductions, continues to evolve, and our disclosures on such matters may continue to evolve as well, though we cannot
guarantee our disclosures will always be perceived as in keeping with particular best practices. 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. 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 could 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;
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● 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, bank term loans 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, bank term loans 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 indebtedness 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.
We are exposed to interest rate risk, and there can be no assurance that we will manage or mitigate this risk effectively.
We are exposed to interest rate risk, primarily through our unsecured revolving credit facility. Borrowings under our unsecured
revolving credit facility bear interest at a floating rate, and as a result an increase in interest rates will increase the amount of
interest we must pay. Our interest rate risk may materially change in the future if we increase our borrowings under this facility.
A significant increase in interest rates could also make it more difficult to find alternative financing on desirable terms. Increases
in interest rates on any of our variable-rate debt would result in an increase in interest expense, which could have an adverse
effect on our results of operations, financial condition, and liquidity. For additional information with respect to interest rate risk,
see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in this Form 10-K.
Changes in market conditions could adversely affect the market price of our publicly traded securities.
The market price of our publicly traded securities depends on various market conditions, which may change from time-to-time.
Among the market conditions that may affect the market price of our publicly traded securities are the following:
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the extent of institutional investor interest in us;
the reputation of REITs generally and the reputation of REITs with portfolios similar to ours;
the attractiveness of the securities of REITs in comparison to securities issued by other entities, including securities
issued by other real estate companies;
our financial condition and performance;
the market’s perception of our growth potential, potential future cash dividends and risk profile;
an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation
to the price paid for our shares; and
general economic and financial market conditions.
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.
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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:
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discourage a tender offer or other transactions or a change in management or of control that might involve a premium
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.
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;
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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.
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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
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.
If Kimco OP were to fail to qualify as a partnership for federal income tax purposes, the Parent Company would fail to
qualify as a REIT and suffer other adverse consequences.
We believe that after the RPT Merger, Kimco OP has been organized and operated in a manner that allows it to be treated as a
partnership, and not an association or publicly traded partnership taxable as a corporation, for federal income tax purposes. As
an entity treated as a partnership for federal income tax purposes, Kimco OP is not subject to federal income tax on its income.
Instead, each of its partners, including the Parent Company, is allocated, and may be required to pay tax with respect to, that
partner’s share of Kimco OP’s income. No assurance can be provided, however, that the IRS will not challenge Kimco OP’s
status as a partnership for federal income tax purposes or that a court would not sustain such a challenge. If the IRS were
successful in treating Kimco OP as an association or publicly traded partnership taxable as a corporation for federal income tax
purposes, the Parent Company would fail to meet the gross income tests and certain of the asset tests applicable to REITs and,
accordingly, would cease to qualify as a REIT. Such REIT qualification failure could impair our ability to expand our business
and raise capital, and would materially adversely affect the value of the Parent Company’s stock and the OP Units. Also, the
failure of Kimco OP to qualify as a partnership would cause it to become subject to federal corporate income tax, which would
reduce significantly the amount of its cash available for debt service and for distribution to its partners, including the Parent
Company.
Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business.
From time to time we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to
the historic tax attributes and liabilities of such entities. For example, if we acquire a C corporation and subsequently dispose of
its assets within five years of the acquisition, we could be required to pay tax on any built-in gain attributable to such assets
determined as of the date on which we acquired the assets. In addition, in order to qualify as a REIT, at the end of any taxable
year, we must not have any earnings and profits accumulated in a non-REIT year. As a result, if we acquire a C corporation, we
must distribute the corporation’s earnings and profits accumulated prior to the acquisition before the end of the taxable year in
which we acquire the corporation. We also could be required to pay the acquired entity’s unpaid taxes even though such liabilities
arose prior to the time we acquired the entity.
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.
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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.
Risks Relating to the Company after Completion of the RPT Merger
We expect to incur substantial expenses related to the RPT Merger.
We expect to incur substantial expenses in completing the RPT Merger and integrating the business, operations, networks,
systems, technologies, policies and procedures of the Company and RPT. There are a large number of processes that must be
integrated in the RPT Merger, including leasing, billing, management information, purchasing, accounting and finance, sales,
payroll and benefits, fixed asset, lease administration and regulatory compliance. While we have assumed that a certain level of
transaction and integration expenses would be incurred, there are a number of factors beyond our control that could affect the
total amount or the timing of such integration expenses.
Our stockholders were diluted by the RPT Merger and the trading price of shares of the combined company may be
affected by factors different from those affecting the price of shares of our common stock before the RPT Merger.
The RPT Merger diluted the ownership position of our stockholders. After completion of the RPT Merger, our legacy
stockholders own approximately 92% of the issued and outstanding shares of our common stock, and legacy RPT stockholders
own approximately 8% of the issued and outstanding shares of our common stock. Consequently, our stockholders have
somewhat less influence over our management and policies after the RPT Merger than they previously exercised. The results of
our operations and the trading price of our common stock after the RPT Merger may also be affected by factors different from
those previously affecting our results of operations and the trading prices of our common stock. For example, some of our and
RPT’s prior institutional investors may elect to decrease their ownership in the combined company. Accordingly, the historical
trading prices and financial results of the Company and RPT may not be indicative of trading prices and financial results of the
combined company after the RPT Merger.
Following the RPT Merger, we may be unable to integrate the business of RPT successfully or realize the anticipated
synergies and related benefits of the RPT Merger or do so within the anticipated time frame.
The RPT Merger involves the combination of two companies, which previously operated as independent public companies, and
requires significant management attention and resources. Potential difficulties we may encounter in the integration process
include:
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the inability to successfully combine the businesses of the Company and RPT in a manner that permits the Company to
achieve the anticipated cost savings from the RPT Merger, which would result in some anticipated benefits of the RPT
Merger not being realized in the time frame currently anticipated, or at all;
the failure to integrate operations and internal systems, programs and controls within the expected time frame or at all;
the inability to successfully realize the anticipated value from some of RPT’s assets;
lost sales and tenants as a result of certain tenants of either of the Company or RPT deciding not to continue to do
business with the combined company;
complexities associated with combining two companies with different histories, cultures, markets, strategies and
customer bases and managing the combined Company;
any failure of the combined company to retain key employees of either of the two companies;
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● potential unknown liabilities and unforeseen increased expenses associated with the RPT Merger; and
● performance shortfalls, including as a result of the diversion of management’s attention caused by the RPT Merger and
integration.
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For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of our
management, the disruption of our ongoing business or inconsistencies in our services, standards, controls, procedures and
policies, any of which could adversely affect the ability of the Company to maintain relationships with tenants, vendors and
employees or to achieve the anticipated future opportunities, plans and benefits of the RPT Merger, or could otherwise adversely
affect our business, financial condition, results of operations and cash flows.
Following the RPT Merger, we have a substantial amount of indebtedness and may need to incur additional
indebtedness in the future.
Following the RPT Merger, we have a substantial amount of indebtedness and may need to incur additional indebtedness. Our
substantial indebtedness and the incurrence of new indebtedness could have adverse consequences on our business following the
RPT Merger, such as:
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requiring the Company to use a substantial portion of our cash flow provided by operating activities 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;
increasing our costs of incurring additional debt;
increasing our exposure 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;
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 business, financial
condition, results of operations and liquidity.
Counterparties to certain agreements with RPT may exercise their contractual rights under such agreements in
connection with the RPT Merger.
RPT is party to certain agreements that give the counterparty certain rights following a “change in control,” including in some
cases the right to terminate such agreements. Under some such agreements, for example certain debt obligations, the RPT Merger
constitutes a change in control and therefore the counterparty may exercise certain rights under the agreement upon the closing
of the RPT Merger. Any such counterparty may request modifications of its respective agreements as a condition to granting a
waiver or consent under its agreement. There is no assurance that such counterparties will not exercise their rights under such
agreements, including termination rights where available, that the exercise of any such rights will not result in a material adverse
effect or that any modifications of such agreements will not result in a material adverse effect to the combined company or its
securities subsequent to the RPT Merger.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity,
and availability of our critical systems and information.
Our cybersecurity risk management program leverages the National Institute of Standards and Technology ("NIST")
cybersecurity framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST
as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
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Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares
common methodologies, reporting channels and governance processes that apply across the enterprise risk management program
to other legal, compliance, strategic, operational, and financial risk areas.
Key elements of our cybersecurity risk management program include, but are not limited to the following:
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risk assessments designed to help identify material cybersecurity risks to our critical systems and information;
a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security
controls, and (iii) our response to cybersecurity incidents;
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security
processes;
cybersecurity awareness training for our employees, incident response personnel, and senior management;
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
a third-party risk management process for critical service providers.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that
have materially affected us, including our operations, business strategy, results of operations, or financial condition. 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, we experienced a criminal ransomware attack affecting
data contained on legacy servers of WRI acquired in August 2021. The affected servers and exfiltrated data were on the WRI
network. The WRI network is separate and is not connected to our network. We promptly initiated an investigation and our
response protocols, including deploying containment measures such as taking affected systems offline, implementing enhanced
monitoring technology and data recovery processes. We 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. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially
affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – We have
experienced cybersecurity attacks and could in the future be subject to significant disruption, data loss or other security incidents
or breaches”.
Cybersecurity Governance and Oversight
Our Board of Directors (“Board”) considers cybersecurity risk as part of its risk oversight function and has delegated to its Audit
Committee oversight of cybersecurity and other information technology risks. Our Audit Committee oversees management’s
implementation of our cybersecurity risk management program. Our Audit Committee receives quarterly briefings from our Chief
Information Officer regarding the emerging cybersecurity threat and risk landscape as well as our cybersecurity risk management
program and related readiness, resiliency, and response efforts. In addition, management will update the Audit Committee, as
necessary, regarding significant cybersecurity incidents. Our Audit Committee reports to the full Board regarding its activities,
including those related to cybersecurity. The Board also receives briefings from management on our cybersecurity risk
management program. Board members receive presentations on cybersecurity topics from our Chief Information Officer, internal
security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
We have a Cyber Risk Committee (“Cyber Committee”) which reviews and reports on cybersecurity risks and related issues. The
Cyber Committee is comprised of senior management from various business units within the Company and meets at least
quarterly to review the status of the Company’s overall cybersecurity risk management program, as well as controls and
procedures and to stay up to date regarding relevant legislative, regulatory, and technical developments. The Cyber Committee
is responsible for assessing and managing our material risks from cybersecurity threats. The Cyber Committee has primary
responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel
and our retained external cybersecurity consultants, and in this capacity, the Committee works closely with an outsourced Chief
Information Security Officer firm with decades of combined cybersecurity governance and technology experience.
The Cyber Committee is informed about and monitors the prevention, detection, mitigation, and remediation of key cybersecurity
risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and
other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts
and reports produced by security tools deployed in the IT environment.
We utilize a variety of administrative, technical and physical safeguards that take into account the nature of our IT environment,
information assets and cybersecurity risks posed by both internal and external threats. We have incorporated cybersecurity
coverage in our insurance policies, and our goal is to keep our data and systems, as well as our employees, safe from cybersecurity
threats.
24
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.
Item 2. Properties
Real Estate Portfolio.
As of December 31, 2023, the Company had interests in 523 shopping center properties aggregating 89.7 million square feet of
GLA located in 28 states. In addition, the Company had 21 other property interests, primarily through the Company’s preferred
equity investments and other investments, totaling 5.5 million square feet of GLA. Open-air shopping centers comprise the
primary focus of the Company's current portfolio. As of December 31, 2023, the Company’s Combined Shopping Center
Portfolio, was 96.2% 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 171,471 square feet as of December 31, 2023. 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 2023, the
Company expended $151.1 million in connection with property redevelopments and $113.3 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, Burlington Stores, PetSmart, Ahold Delhaize, Kroger, and Walmart.
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, 2023, 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, 2023, the Company’s five largest tenants were TJX Companies, The Home Depot, Albertsons Companies, Ross
Stores 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.
The following table shows the number of properties, total proportionate share of GLA and total proportionate share of annualized
base rental revenues (including % of total) for the Company’s top 10 major metropolitan markets by total proportionate share of
annualized based rent as of December 31, 2023. Amounts for GLA and Annual Base Rent in thousands:
Market
New York
Baltimore, Washington D.C.
Los Angeles, Orange County, San Diego
Miami, Ft. Lauderdale
Houston
San Francisco, Sacramento, San Jose
Phoenix
Philadelphia
Orlando
Raleigh-Durham
Rank
1
2
3
4
5
6
7
8
9
10
Total
Proportionate
Share of
Annual
Total
Proportionate
Share of GLA Base Rent
6,770 $
8,139 $
7,570 $
6,396 $
6,036 $
3,076 $
4,524 $
3,040 $
2,373 $
2,905 $
166,799
161,295
148,733
124,806
122,453
79,535
63,453
56,567
46,754
42,587
% of Gross
Annual Rent
11.7%
11.3%
10.4%
8.7%
8.6%
5.6%
4.4%
4.0%
3.3%
3.0%
Number of
Properties
71
46
49
41
31
24
23
21
15
14
25
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, operating expense reimbursements, and percentage rents accounted for 98% of the Company's
total revenues from rental properties for the year ended December 31, 2023. 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, 2023, the Company’s consolidated operating portfolio, comprised of 426 shopping center properties
aggregating 70.8 million square feet of GLA, was 96.1% leased. The consolidated operating portfolio consists entirely of
properties located in the U.S., inclusive of Puerto Rico. For the period of January 1, 2023 to December 31, 2023, 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 $19.60 to $20.24, an increase of $0.64. This increase primarily consists of (i) a $0.48
increase relating to rent step-ups within the portfolio and new leases signed, net of leases vacated, (ii) an $0.08 increase relating
to acquisitions and transfers and (iii) a $0.08 increase relating to dispositions.
26
The Company has a total of 8,413 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)
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Number of Leases
Expiring
115
814
1,167
1,150
1,178
1,218
796
368
355
381
411
Square Feet
Expiring
381
3,965
7,756
9,600
9,559
10,467
7,299
2,903
2,350
2,717
3,209
(1) Leases currently under a month-to-month lease or in process of renewal.
Total Annual Base
Rent Expiring
% of Gross
Annual Rent
$
$
$
$
$
$
$
$
$
$
$
9,741
85,798
150,601
164,580
177,095
200,255
130,729
65,229
54,949
54,113
61,773
0.7 %
6.6 %
11.6 %
12.7 %
13.6 %
15.4 %
10.1 %
5.0 %
4.2 %
4.2 %
4.8 %
During 2023, the Company executed 1,620 leases totaling 11.1 million square feet in the Company’s consolidated operating
portfolio comprised of 500 new leases and 1,120 renewals and options. The leasing costs associated with these new leases are
estimated to aggregate $119.5 million or $39.74 per square foot. These costs include $93.9 million of tenant improvements and
$25.6 million of external leasing commissions. The average rent per square foot for (i) new leases was $21.41 and (ii) renewals
and options was $19.20. 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 38 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.
27
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 2,853 as of January
31, 2024.
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,
2022
2023
1.02 $
99%
-
1%
0.84
81%
16%
3%
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 12,
13 and 18 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, Class M Preferred
Stock, and Class N Preferred Stock, the financial covenants contained in its public bond indentures, as amended, or the credit
agreement for its Credit Facility and bank term loans 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. See
Footnote 28 of the Notes to Consolidated Financial Statements included in this Form 10-K.
The Company maintains a dividend reinvestment and direct stock purchase plan (the "Plan") pursuant to which common
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.
28
Issuer Purchases of Equity Securities:
The Company’s Board of Directors had authorized the repurchase of up to 894,000 depositary shares of Class L preferred stock
and 1,048,000 depositary shares of Class M preferred stock through December 31, 2023, which represented up to an aggregate
of 1,942 shares of the Company’s preferred stock, par value $1.00 per share. During the year ended December 31, 2023, the
Company repurchased 43,777 depositary shares of Class L preferred stock and 23,791 depositary shares of Class M preferred
stock for a purchase price of $1.0 million and $0.5 million, respectively. In addition, during January 2024, the Company’s Board
of Directors authorized the repurchase of up to 891,000 depositary shares of Class L Preferred Stock, 1,047,000 depositary shares
of Class M Preferred Stock, and 185,000 depositary shares of Class N Preferred Stock through February 28, 2026.
The Company’s Board of Directors also extended its previously authorized common share repurchase program, which is now
scheduled to expire February 28, 2026. 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, 2023. As of December 31, 2023, the Company had
$224.9 million available under this common share repurchase program.
During the year ended December 31, 2023, the Company repurchased 761,149 shares of the Company’s common stock for an
aggregate purchase price of $16.3 million (weighted average price of $21.41 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, 2023.
Period
October 1, 2023 – October 31, 2023
November 1, 2023 – November 30, 2023
December 1, 2023 – December 31, 2023
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)
213 $
-
2,250
2,463 $
17.28
-
22.33
21.89
- $
- $
- $
-
224.9
224.9
224.9
29
Total Stockholder Return Performance: The following performance chart compares, over the five years ended December 31,
2023, 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, 2023, 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.
Kimco Realty Corporation
S&P 500
NAREIT Equity REITs
Item 6. Reserved
Dec-18
$
$
$
100 $
100 $
100 $
Comparison of 5 year cumulative total return data points
Dec-19
Dec-20
Dec-22
Dec-21
Dec-23
150 $
131 $
126 $
114 $
156 $
116 $
193 $
200 $
166 $
172 $
164 $
126 $
183
207
143
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”).
30
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 of the Notes to Consolidated Financial Statements included in this Form 10-K. 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 the
Company is required to write off additional receivables equaling 1% of the outstanding accounts and notes receivable, net balance
at December 31, 2023, the Company’s rental income and net income would decrease by $3.1 million for the year ended December
31, 2023. 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.
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 assets)
5 to 50
Terms of leases or useful lives,
whichever is shorter
31
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 2023, the Company acquired properties for a total purchase price of $346.0 million of which, $5.0 million, or less than
1.4% of the total purchase price, was allocated to above-market leases and $29.3 million, or 8.5% of the total purchase price, was
allocated to below-market leases. If the amounts allocated in 2023 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 $1.1 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 Footnotes 3 and 5 of the Notes to Consolidated Financial Statements included in this Form 10-K 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.
See Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K 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.
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 includes the business and results of operations of the Predecessor for its fiscal years ended
December 31, 2022 and 2021. 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 on Form 10-K 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.
32
Financial Highlights
The following highlights the Company’s significant transactions, events and results that occurred during the year ended
December 31, 2023:
Financial and Portfolio Information:
● Net income available to the Company’s common shareholders was $629.3 million, or $1.02 per diluted share, for the
year ended December 31, 2023 as compared to $100.8 million, or $0.16 per diluted share, for the year ended December
31, 2022.
● FFO available to the Company’s common shareholders was $970.0 million, or $1.57 per diluted share, for the year
ended December 31, 2023, as compared to $976.4 million, or $1.58 per diluted share, for the corresponding period in
2022 (see additional disclosure on FFO beginning on page 46).
● Same property net operating income (“Same property NOI”) was $1.31 billion and $1.28 billion for the years ended
December 31, 2023 and December 31, 2022, respectively, an increase of 2.4% (see additional disclosure on Same
property NOI beginning on page 47).
● Executed 1,620 new leases, renewals and options totaling approximately 11.1 million square feet in the consolidated
operating portfolio during the year ended December 31, 2023.
● Consolidated operating portfolio occupancy at December 31, 2023 was 96.1% as compared to 95.5% at December 31,
2022.
Acquisitions, Dispositions and Other Activity (see Footnotes 3, 4, 8 and 28 of the Notes to Consolidated Financial Statements
included in this Form 10-K):
● Acquired an operating property and five parcels, in separate transactions, for $195.3 million.
● Acquired three properties for an aggregate purchase price of $150.7 million from joint ventures in which the Company
previously held noncontrolling ownership interests.
● Disposed of six operating properties and 13 parcels, in separate transactions, for an aggregate sales price of $214.2
million, which resulted in aggregate gains of $75.0 million, before noncontrolling interests and taxes.
● Monetized 14.1 million shares of Albertsons Companies Inc. ("ACI") common stock held by the Company, generating
net proceeds of $282.3 million. For tax purposes, the Company recognized a long-term capital gain of $241.2 million.
The Company retained the proceeds from this stock sale for general corporate purposes and incurred federal and state
taxes of $60.9 million on the taxable gain. As of December 31, 2023 the Company held 14.2 million shares of ACI
common stock.
● Received a special dividend payment of $194.1 million on its shares of ACI common stock.
Capital Activity (for additional details see Liquidity and Capital Resources below):
Issued $500.0 million of 6.40% unsecured notes maturing March 2034.
●
● Assumed $37.2 million of mortgage debt through the acquisition of two operating properties, which it subsequently
repaid in March 2023, and repaid $12.3 million of mortgage debt that encumbered two operating properties and a
consolidated joint venture operating property.
● As of December 31, 2023, had $2.8 billion in immediate liquidity, including $783.8 million of cash and cash equivalents.
33
As a result of the above debt activity, the Company’s consolidated debt maturity profile, including extension options as of
December 31, 2023, is as follows:
● As of December 31, 2023, the Company's consolidated debt had a weighted average interest rate of 3.68% and a weighted average
maturity profile of 8.7 years.
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 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.
34
Results of Operations
Comparison of the years ended December 31, 2023 and 2022
The following table presents the comparative results from the Company’s Consolidated Statements of Income for the year ended
December 31, 2023, as compared to the corresponding period in 2022 (in thousands, except per share data):
2023
Year Ended December 31,
2022
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)
Special dividend income
Other income, net
Gain/(loss) 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 (income)/loss 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
$
$
$
1,767,057 $
16,343
1,710,848 $
16,836
(15,997)
(231,578)
(309,143)
(136,807)
(14,043)
(4,766)
(507,265)
74,976
194,116
39,960
21,262
(250,201)
-
(60,952)
72,278
10,709
(11,676)
(25,021)
629,252 $
(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 $
56,209
(493)
(186)
(6,849)
(18,776)
(17,273)
7,915
(4,766)
(2,265)
59,797
194,116
11,131
336,770
(23,378)
7,658
(4,298)
(37,203)
(6,694)
(23,118)
197
528,494
1.02 $
0.16 $
0.86
(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.
Net income available to the Company’s common shareholders was $629.3 million for the year ended December 31, 2023, as
compared to $100.8 million for the comparable period in 2022. On a diluted per share basis, net income available to the
Company’s common shareholders for the year ended December 31, 2023, was $1.02 as compared to $0.16 for the comparable
period in 2022. For additional disclosure, see Footnote 27 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, 2023, as compared to the corresponding period in 2022:
Revenues from rental properties, net –
The increase in Revenues from rental properties, net of $56.2 million is primarily from (i) an increase in revenues from tenants
of $50.2 million, primarily due to an increase in leasing activity and net growth in the current portfolio, and (ii) an increase in
revenues of $48.8 million due to properties acquired during 2023 and 2022, partially offset by (iii) a decrease in revenues of
$24.5 million due to dispositions in 2023 and 2022, (iv) a net decrease of $15.2 million due to changes in credit losses from
tenants, and (v) a decrease in lease termination fee income of $3.1 million.
35
Real estate taxes –
The increase in Real estate taxes of $6.8 million is primarily due to properties acquired during 2023 and 2022, partially offset by
dispositions during 2023 and 2022.
Operating and maintenance –
The increase in Operating and maintenance expense of $18.8 million is primarily due to (i) an increase in insurance expense of
$7.4 million, (ii) an increase in repairs and maintenance expense of $5.9 million, and (iii) an increase in operating costs of $5.4
million, primarily related to properties acquired during 2023 and 2022, partially offset by (iv) dispositions during 2023 and 2022.
General and administrative –
The increase in General and administrative expense of $17.3 million is primarily due to (i) an increase in employee-related benefit
expenses of $14.5 million, including an increase in the valuation of employee equity awards and additional employees hired and
(ii) an increase in professional fees and corporate expenses of $3.7 million, primarily related to the Reorganization.
Impairment charges –
During the years ended December 31, 2023 and 2022, the Company recognized impairment charges of $14.0 million and $22.0
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 5 and 17 of the Notes to Consolidated Financial Statements included in this Form 10-K.
Merger charges –
During the year ended December 31, 2023, the Company incurred costs of $4.8 million associated with the RPT Merger, primarily
comprised of professional and legal fees (see Footnote 28 of the Notes to Consolidated Financial Statements included in this
Form 10-K).
Gain on sale of properties –
During 2023, the Company disposed of six operating properties and 13 parcels, in separate transactions, for an aggregate sales
price of $214.2 million, which resulted in aggregate gains of $75.0 million. 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.
Special dividend income –
During 2023, the Company received a $194.1 million special dividend payment on its shares of ACI common stock.
Other income, net –
The increase in Other income, net of $11.1 million is primarily due to (i) an increase of $8.6 million relating to net settlement
gains recognized upon the liquidation of the Company’s defined benefit plan during 2023, and (ii) an increase in dividend, interest
and other income of $6.8 million due to higher levels of cash on hand during 2023, partially offset by, (iii) a net decrease in
mortgage and other financing income of $3.0 million.
Gain/(loss) on marketable securities, net –
The change in Gain/(loss) on marketable securities, net of $336.8 million is primarily the result of mark-to-market fluctuations
of the ACI shares of common stock held by the Company and the sale of ACI shares of common stock during 2023 and 2022.
Interest expense –
The increase in Interest expense of $23.4 million is primarily due to a decrease in fair market value amortization resulting from
the repayment of senior unsecured notes in 2022 and the issuance of $500.0 million 6.400% senior unsecured notes during 2023.
36
Early extinguishment of debt charges –
During 2022, the Company repaid 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 and wrote-off deferred financing costs during 2022.
Provision for income taxes, net –
The increase in Provision for income taxes, net of $4.3 million is primarily due to the Company’s sale of shares of ACI common
stock during 2023, which generated an increased taxable long-term capital gain as compared to 2022. The Company elected to
retain the proceeds from the sale and as a result incurred federal and state income tax aggregating $60.9 million on such gain.
Equity in income of joint ventures, net –
The decrease in Equity in income of joint ventures, net of $37.2 million is primarily due to (i) higher gains of $29.8 million
recognized on sale of properties within various joint venture investments during 2022 as compared to 2023, (ii) an increase in
interest expense of $7.2 million and (iii) lower equity in income in 2023 as compared to 2022 by $3.8 million, partially offset by
(iv) lower impairments in 2023 as compared to 2022 by $3.6 million.
Equity in income of other investments, net –
The decrease in Equity in income of other investments, net of $6.7 million is primarily due to higher profit participation resulting
from the sale of properties within various investments during 2022 as compared to 2023.
Net (income)/loss attributable to noncontrolling interests –
The change in Net (income)/loss attributable to noncontrolling interests of $23.1 million is primarily due to (i) lower impairment
charges of $16.4 million relating to properties within consolidated joint ventures recognized during 2022, and (ii) an increase in
income from properties acquired within consolidated joint ventures during 2022.
Comparison of the years ended December 31, 2022 and 2021
Information pertaining to fiscal year 2021 was included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2022 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” which was filed with the SEC on February 24, 2023.
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 14.2 million shares of ACI common stock held by the Company,
see Footnote 28 of the Notes to Consolidated Financial Statements included in this Form 10-K) 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,
2022
2023
$
$
149,829 $
1,071,607
(136,983)
(300,696)
633,928
783,757 $
334,663
861,114
(63,217)
(982,731)
(184,834)
149,829
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
37
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 flow provided by operating activities for the year ended December 31, 2023 was $1.1 billion, as compared to $861.1
million for the comparable period in 2022. The increase of $210.5 million is primarily attributable to:
special dividend payment from ACI of $194.1 million during 2023;
additional operating cash flow generated by operating properties acquired during 2023 and 2022; and
●
●
● new leasing, expansion and re-tenanting of core portfolio properties; partially offset by
●
●
●
● nonrecurring costs incurred in connection with the RPT Merger during 2023.
a decrease in distributions from the Company’s joint ventures programs;
the disposition of operating properties in 2023 and 2022;
changes in assets and liabilities due to timing of receipts and payments; and
Investing Activities
Net cash flow used for investing activities was $137.0 million for 2023, as compared to $63.2 million for 2022.
Investing activities during 2023 consisted primarily of:
Cash inflows:
● $292.6 million in proceeds from the sale of marketable securities, primarily due to the sale of 14.1 million shares
of ACI common stock;
● $160.1 million in proceeds from the sale of six consolidated properties and 13 parcels;
● $14.0 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
● $4.6 million for principal payments from securities held to maturity.
Cash outflows:
● $277.3 million for the acquisition/consolidation of four consolidated operating properties and five parcels;
● $264.4 million for improvements to operating real estate primarily related to the Company’s active redevelopment
pipeline;
● $42.9 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;
● $18.5 million for investment in mortgage and other financing receivables;
● $3.6 million for investment in marketable securities; and
● $1.6 million for investment in cost method investments.
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 common stock;
● $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
● $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.
38
Acquisitions of Operating Real Estate and Other Related Net Assets
During the years ended December 31, 2023 and 2022, the Company expended $277.3 million and $300.8 million, respectively,
towards the acquisition/consolidation of operating real estate properties. The Company anticipates spending approximately $50.0
million to $100.0 million towards the acquisition of or purchase of additional interests in operating properties during 2024,
excluding amounts expended in connection with the RPT Merger. 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, 2023 and 2022, the Company expended $264.4 million and $193.7 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,
2022
2023
$
$
151,067 $
113,328
264,395 $
113,928
79,782
193,710
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 2024 will be approximately $225.0 million
to $275.0 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.
Financing Activities
Net cash flow used for financing activities was $300.7 million for 2023, as compared to $982.7 million for 2022.
Financing activities during 2023 primarily consisted of the following:
Cash inflows:
● $500.0 million in proceeds from issuance of 6.4% senior unsecured notes due in 2034;
● $3.7 million in proceeds from the issuance of common stock from stock option exercises; and
● $2.5 million from changes in tenants’ security deposits.
Cash outflows:
● $657.5 million of dividends paid;
● $60.8 million in principal payment on debt, including normal amortization of rental property debt;
● $58.4 million in redemption/distribution of noncontrolling interests;
● $16.3 million in shares repurchased for employee tax withholding on equity awards;
● $12.5 million in financing origination costs, in connection with the issuance of senior unsecured notes; and
● $1.5 million for repurchase of preferred stock.
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;
39
● $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.
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, 2023, the Company had consolidated floating rate debt totaling $17.6 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 2024 consist of: $659.0 million of consolidated debt (of which $246.2 million was subsequently repaid),
$112.9 million of unconsolidated joint venture debt and $231.2 million of debt included in the Company’s preferred equity
program, assuming the utilization of extension options where available. The 2024 remaining consolidated debt maturities are
anticipated to be repaid with operating cash flows or debt refinancing, as deemed appropriate. The 2024 debt maturities on
properties in the Company’s unconsolidated joint ventures and preferred equity program are anticipated to be repaid through
operating cash flows, debt refinancing, 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 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, unsecured term loans 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
debt and equity, raising in the aggregate over $17.9 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, 2023, the Company had 4.9 million shares of common stock available for issuance under the 2020 Plan. (see Footnote 22 of
the Notes to Consolidated Financial Statements included in this Form 10-K).
Preferred Stock –
The Company’s Board of Directors had authorized the repurchase of up to 894,000 depositary shares of Class L preferred stock
and 1,048,000 depositary shares of Class M preferred stock through December 31, 2023, which represented up to 1,942 shares
of the Company’s preferred stock, par value $1.00 per share. During the year ended December 31, 2023, the Company
repurchased the following preferred stock:
Class of Preferred Stock
Class L
Class M
Depositary Shares Repurchased
Purchase Price (in thousands)
43,777 $
23,791 $
973.4
515.9
40
In conjunction with the RPT Merger the Company issued 1,848,539 depositary shares each representing one one-thousandth of
a share of Class N preferred stock. The Class N preferred stock was issued to replace the RPT 7.25% Series D Cumulative
Convertible Perpetual Preferred Share.
During January 2024, the Company’s Board of Directors authorized the repurchase of up to 891,000 depositary shares of Class
L preferred stock, 1,047,000 depositary shares of Class M preferred stock, and 185,000 depositary shares of Class N preferred
stock through February 28, 2026.
Common Stock –
During September 2023, 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, as amended, 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. The Company did not issue any shares under the ATM Program during the year ended December 31, 2023.
As of December 31, 2023, the Company had $500.0 million available under this ATM Program.
The Company has a common share repurchase program, which is scheduled to expire on February 28, 2026. 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 2023 and 2022.
As of December 31, 2023, the Company had $224.9 million available under this common share repurchase program.
Senior Notes –
In October 2023, the Company issued $500.0 million in senior unsecured notes, which are scheduled to mature in March 2034
and accrue interest at a rate of 6.400% per annum. These senior unsecured notes are guaranteed by the Parent Company. The
Company used the net proceeds from the offering for general corporate purposes.
In January 2024, the Company paid off the remaining $246.2 million of its 4.45% senior unsecured notes, which were
scheduled to mature in January 2024.
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, 2023
38%
2%
5.3x
2.4x
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 connection with the merger with Weingarten, the Company assumed senior unsecured notes which have covenants that are
similar to the Company’s existing debt covenants for its senior unsecured notes. Please refer to the form Indenture included in
Weingarten’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission on February 10, 1995,
the First Supplemental Indenture, dated as of August 2, 2006 filed with Weingarten’s Current Report on Form 8-K dated August
2, 2006, and the 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.
41
In connection with the RPT Merger, the Company assumed $511.5 million of senior unsecured notes with maturities ranging
from 2026 to 2031, which bear interest at rates ranging from 3.64% to 4.74%. The Merger triggered a change in control, and as
such, in January 2024, the Company repaid these notes, including any accrued interest and make-whole requirements.
Credit Facility –
In February 2023, the Company obtained a new $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a
group of banks, which replaced the Company’s existing $2.0 billion unsecured revolving credit facility which was scheduled to
mature in March 2024. The Credit Facility 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 Credit Facility is guaranteed by the Parent Company. The
Credit Facility could be increased to $2.75 billion through an accordion feature. The Credit Facility is a green credit facility tied
to sustainability metric targets, as described in the agreement. The Credit Facility accrues interest at a rate of Adjusted Term
SOFR, as defined in the terms of the Credit Facility, plus 77.5 basis points and fluctuates in accordance with the Company’s
credit ratings. The interest rate can be further adjusted upward or downward by a maximum of four basis points based on the
sustainability metric targets, as defined in the agreement. The interest rate on the Credit Facility as of December 31, 2023 was
6.21% after a two-basis point reduction was achieved. Pursuant to the terms of the Credit Facility, the Company continues to be
subject to the same covenants under the Company’s prior unsecured revolving credit facility. For a full description of the Credit
Facility’s covenants refer to the Amended and Restated Credit Agreement dated as of February 23, 2023, filed as Exhibit 10.20
in our Annual Report on Form 10-K for the year ended December 31, 2022. As of December 31, 2023, the Credit Facility had no
outstanding balance and no appropriations for letters of credit.
Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to maintenance of various covenants.
The Company is currently in compliance with these covenants. The financial covenants for the Credit Facility are as follows:
Covenant
Total Indebtedness to Gross Asset Value (“GAV”)
Total Priority Indebtedness to GAV
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense
Fixed Charge Total Adjusted EBITDA to Total Debt Service
Must Be
<60%
<35%
>1.75x
>1.50x
As of December 31,
2023
36%
1%
5.4x
4.7x
For a full description of the Credit Facility’s covenants, refer to the Amended and Restated Credit Agreement dated as of February
23, 2023, filed as Exhibit 10.20 in our Annual Report on Form 10-K for the year ended December 31, 2022. See the Index to
Exhibits included in this Form 10-K for specific filing information.
Term Loans –
On January 2, 2024, Kimco OP entered into a new $200.0 million unsecured term loan credit facility pursuant to a credit
agreement, among Kimco OP, TD Bank, N.A., as administrative agent, and the other parties thereto. This unsecured term loan
credit facility accrues interest at a spread (currently 0.850%) to the Adjusted Term SOFR Rate (as defined in the credit agreement)
or, at Kimco OP’s option, a spread (currently 0.000%) to a base rate defined in the credit agreement, that, in each case, fluctuates
in accordance with changes in Kimco’s senior debt ratings.
In addition, in connection with the RPT Merger, the Company assumed and amended $310.0 million of unsecured term loans,
which were outstanding under RPT's Sixth Amended and Restated Credit Agreement. The term loans consisted of the following
tranches: (i) $50.0 million maturing in 2026, (ii) $100.0 million maturing in 2027, (iii) $50.0 million maturing in 2027 and (iv)
$110.0 million maturing in 2028. The Company entered into a Seventh Amended and Restated Credit Agreement, through which
the current term loans were terminated and new term loans were issued to replace them. The new term loans retained the amounts
and maturities of the current term loans, however, the rates (Adjusted Term SOFR plus 0.905%) and covenants were revised to
match those within the Company's Credit Facility. The rates fluctuate in accordance with changes in Kimco’s senior debt ratings.
The Company entered into swap rate agreements with various lenders swapping the interest rates to fixed rates ranging from
4.674% to 4.875%.
Mortgages Payable –
During 2023, the Company (i) assumed $37.2 million of individual non-recourse mortgage debt through the acquisition of two
operating properties, which it subsequently repaid in March 2023, and (ii) repaid $12.3 million of mortgage debt that encumbered
two operating properties and a consolidated joint venture operating property.
42
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, 2023, the Company had over 485 unencumbered property interests in its portfolio.
Albertsons Companies, Inc. –
During 2023, the Company received a $194.1 million special dividend payment on its shares of ACI common stock and
recognized this as Special dividend income on the Company’s Consolidated Statements of Income. As a result, the Company’s
Board of Directors declared a $0.09 per common share special cash dividend to maintain distribution requirements as a REIT.
This special dividend was paid on December 21, 2023, to shareholders of record on December 7, 2023.
In addition, during 2023, the Company sold 14.1 million shares of ACI common stock held by the Company, generating net
proceeds of $282.3 million. For tax purposes, the Company recognized a long-term capital gain of $241.2 million. The Company
retained the proceeds from this stock sale for general corporate purposes and incurred federal and state taxes of $60.9 million on
the taxable gain. As of December 31, 2023, the Company held 14.2 million shares of ACI common stock.
In February 2024, the Company sold its remaining 14.2 million shares of ACI common stock, generating net proceeds of $299.1
million. For tax purposes, the Company will recognize a long-term capital gain of $288.7 million during the three months ended
March 31, 2024. The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and will
incur estimated corporate taxes of $72.9 million on the taxable gain.
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 $657.5 million, $544.7 million and $382.1
million in 2023, 2022 and 2021, 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 23, 2023, 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 16, 2024, to shareholders of record on January 2, 2024. Also, the Company’s Board of
Directors declared a “stub period” cash dividend with respect to the Company’s newly issued Class N Preferred Stock, payable
on January 16, 2024 to shareholders of record on January 5, 2024.
In addition, the Company’s Board of Directors declared a quarterly cash dividend of $0.24 per common share, which was paid
on December 21, 2023, to shareholders of record on December 7, 2023. Also, as discussed above, on November 12, 2023, the
Company’s Board of Directors declared a special cash dividend $0.09 per common share, which was paid on December 21, 2023,
to shareholders of record on December 7, 2023.
On January 30, 2024, the Company’s Board of Directors declared quarterly dividends with respect to the Company’s classes of
cumulative redeemable preferred shares (Classes L, M and N), which are scheduled to be paid on April 15, 2024, to shareholders
of record on April 1, 2024. Additionally, on January 30, 2024, the Company’s Board of Directors declared a quarterly cash
dividend of $0.24 per common share payable on March 21, 2024 to shareholders of record on March 7, 2024.
Contractual Obligations and Other Commitments
Contractual Obligations
The Company has debt obligations relating to its Credit Facility (no outstanding balance as of December 31, 2023), unsecured
senior notes and mortgages with maturities ranging from less than one month to 26 years. As of December 31, 2023, the
Company’s consolidated total debt had a weighted average term to maturity of 8.7 years. In addition, the Company has non-
cancelable leases pertaining to its shopping center portfolio. As of December 31, 2023, the Company had 38 consolidated
43
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 2024 in
connection with these leases aggregate $11.8 million. The following table summarizes the Company’s consolidated debt
maturities (excluding extension options, unamortized debt issuance costs of $66.2 million and fair market value of debt
adjustments aggregating $24.4 million) and obligations under non-cancelable operating leases as of December 31, 2023:
2024
Payments due by period (in millions)
2025
2027
2026
2028 Thereafter
Total
Long-Term Debt:
Principal (1)
Interest (2)
Non-cancelable Leases:
Operating leases (3)
Financing leases
$
$
$
$
667.5 $
261.8 $
813.5 $
236.1 $
780.4 $
223.0 $
472.7 $
193.4 $
523.4 $ 4,401.2 $ 7,658.7
178.2 $ 1,572.6 $ 2,665.1
11.8 $
25.9 $
11.3 $
- $
10.6 $
- $
10.3 $
- $
10.4 $
- $
178.4 $
- $
232.8
25.9
(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, 2023.
(3) For leases which have inflationary increases, future ground and office rent expense was calculated using the rent based upon initial lease payment.
As of December 31, 2023, the Company had $646.8 million of consolidated unsecured debt (of which $246.2 million was
subsequently repaid) and $12.2 million of consolidated secured debt scheduled to mature in 2024. The Company anticipates
satisfying the remaining future maturities with available cash, operating cash flows and/or debt financing.
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,
2023, these letters of credit aggregated $39.2 million.
The Company has investments with funding commitments of $64.7 million, of which $51.8 million has been funded as of
December 31, 2023.
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, 2023, 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 $41.0 million outstanding at December 31, 2023. 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 centers or mixed-use 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, 2023, 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 6 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, 2023, aggregated $1.2 billion. As of December 31, 2023, these loans had scheduled
maturities ranging from three months to 7.5 years and bore interest at rates ranging from 2.95% to SOFR plus 210 basis points
44
(7.41% as of December 31, 2023). Approximately $112.9 million of the aggregate outstanding loan balance matures in 2024.
These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing, unsecured credit facilities, proceeds
from sales of properties within the respective entities, and partner capital contributions, as deemed appropriate (see Footnote 6
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 through its Preferred Equity program,
which is included in Other investments on the Company’s Consolidated Balance Sheets. In addition, the Company has invested
capital in structured investments, which are primarily accounted for on the equity method of accounting. As of December 31,
2023, the Company’s other investments were $144.1 million, of which the Company’s net investment under the Preferred Equity
program was $104.1 million. As of December 31, 2023, these preferred equity investment properties had non-recourse mortgage
loans aggregating $231.2 million. These loans have scheduled maturities of less than one year and bear interest at rates ranging
from 4.19% to SOFR plus 265 basis points (8.14% as of December 31, 2023). These maturing loans are anticipated to be repaid
with operating cash flows, debt refinancing, proceeds from sales of properties within the respective entities, and partner capital
contributions, as deemed appropriate. 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 help 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 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
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, in accordance with 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, gains/impairments on other investments or other amounts considered incidental to its main business 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.
45
The Company’s reconciliation of Net income/(loss) 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 income/(loss) 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
Special dividend income
(Gain)/loss on marketable securities/derivative, net
(Benefit)/provision for income taxes (1)
Noncontrolling interests (1)
FFO available to the Company’s common shareholders (3) (4)
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,
2023
2022
2023
2022
133,360 $
(22,600)
-
123,053
16,082
1,020
366
-
(11,354)
(112)
(372)
239,443 $
617,122
2,389
845
620,356
(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
629,252 $
(74,976)
(9,020)
502,347
64,472
15,060
(1,916)
(194,116)
(21,996)
61,351
(440)
970,018 $
616,947
2,380
1,132
620,459
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
$
$
0.39 $
0.39 $
0.38 $
0.38 $
1.57 $
1.57 $
1.59
1.58
(1) Related to gains, impairment, depreciation on properties, and gains/(losses) on sales of marketable securities, where applicable.
(2) 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 $763 and
$584 for the three months ended December 31, 2023 and 2022, respectively, and $2,395 and $2,041 for the years ended December 31, 2023 and
2022, 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 Early extinguishment of debt charges of $7.7 million recognized during the year ended December 31, 2022.
Includes merger-related charges of $1.0 million and $4.8 million for the three months and year ended December 31, 2023, respectively. In addition,
includes income related to the liquidation of the pension plan of $5.0 million, net for the year ended December 31, 2023.
(3)
(4)
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.
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.
46
The following is a reconciliation of Net income/(loss) available to the Company’s common shareholders to Same property NOI
(in thousands):
Three Months Ended
December 31,
Year Ended
December 31,
2023
2022
2023
2022
$
133,360 $
(56,086) $
629,252 $
100,758
Net income/(loss) 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
Special dividend income
Interest expense and other income, net
(Gain)/loss on marketable securities, net
(Benefit)/provision for income taxes, net
Equity in income of other investments, net
Net income/(loss) attributable to noncontrolling interests
Preferred dividends
Non same property net operating income
Non-operational expense from joint ventures, net
Same property NOI
$
(3,708)
35,627
-
1,016
124,282
(22,600)
-
46,917
(3,620)
(175)
(1,968)
2,468
6,285
(12,967)
24,713
329,630 $
(16,836)
(3,955)
119,534
31,928
21,958
200
-
-
505,000
124,676
(15,179)
(4,221)
-
-
205,652
50,969
315,508
100,314
56,654
57,750
(17,403)
(1,912)
(11,442)
2,710
25,218
6,307
(68,548)
(13,293)
23,934
55,514
319,321 $ 1,306,885 $ 1,276,388
(16,343)
136,807
14,043
4,766
507,265
(74,976)
(194,116)
210,241
(21,262)
60,952
(10,709)
11,676
25,021
(62,357)
86,625
Same property NOI increased by $10.3 million, or 3.2%, for the three months ended December 31, 2023, as compared to the
corresponding period in 2022. This increase is primarily the result of (i) an increase of $12.2 million, primarily related to an
increase in rental revenue driven by strong leasing activity, partially offset by (ii) a change in credit loss from tenants of $1.9
million.
Same property NOI increased by $30.5 million, or 2.4%, for the year ended December 31, 2023, as compared to the corresponding
period in 2022. This increase is primarily the result of (i) an increase of $47.9 million primarily related to an increase in rental
revenue driven by strong leasing activity, partially offset by (ii) a change in credit loss from tenants of $17.4 million.
New Accounting Pronouncements
See Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K.
47
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 carrying value of 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, 2023, with corresponding weighted-average interest rates sorted by
maturity date. In addition, the following table presents the fair value of the Company’s debt obligations outstanding, excluding
unamortized deferred financing costs. 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
$
$
$
2024
2025
2026
2027
2028
Thereafter Total
Fair
Value
12.2 $
4.48%
51.1 $
3.50%
- $
-
17.6 $
6.64%
- $
-
- $
-
33.7 $
4.01 %
138.2 $
4.51%
101.1 $
3.82%
336.3 $
4.09%
312.6
- $
-
- $
-
- $
-
17.6 $
6.64%
17.4
646.8 $
3.37%
747.9 $
3.48%
782.0 $
3.06%
436.1 $
4.03 %
407.3 $ 4,242.8 $ 7,262.9 $ 6,671.5
2.01%
3.95%
3.66%
Based on the Company’s variable-rate debt balances, interest expense would have increased by $0.2 million for the year ended
December 31, 2023, 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
Kimco Realty Corporation
Evaluation of Disclosure Controls and Procedures
The Parent Company’s management, with the participation of the Parent Company’s Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Parent 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 Parent Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Parent Company’s
disclosure controls and procedures are effective as of December 31, 2023.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Parent 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, 2023, that have
materially affected, or are reasonably likely to materially affect, the Parent Company’s internal control over financial reporting.
48
Management’s Report on Internal Control Over Financial Reporting
The Parent Company’s 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 Parent Company’s management, including Parent Company’s Chief Executive Officer and Chief Financial Officer, Parent
Company conducted an evaluation of the effectiveness of its 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 such evaluation under the framework in Internal Control - Integrated Framework (2013), Parent
Company’s management concluded that Parent Company’s internal control over financial reporting was effective as of December
31, 2023.
The effectiveness of Parent Company's internal control over financial reporting as of December 31, 2023 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under
Item 8.
Kimco Realty OP, LLC
Evaluation of Disclosure Controls and Procedures
Kimco OP’s management, with the participation of Kimco OP’s Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of Kimco OP’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, Kimco OP’s
Chief Executive Officer and Chief Financial Officer have concluded that Kimco OP’s disclosure controls and procedures are
effective as of December 31, 2023.
Changes in Internal Control Over Financial Reporting
There have not been any changes in Kimco OP’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, 2023, that have materially
affected, or are reasonably likely to materially affect, Kimco OP’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Kimco OP’s 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 Kimco
OP’s management, including Kimco OP’s Chief Executive Officer and Chief Financial Officer, Kimco OP conducted an
evaluation of the effectiveness of its 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
such evaluation under the framework in Internal Control - Integrated Framework (2013), Kimco OP’s management concluded
that Kimco OP’s internal control over financial reporting was effective as of December 31, 2023.
Item 9B. Other Information
During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-
1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
On February 21, 2024, the Company filed with the State Department of Assessments and Taxation of the State of Maryland a
Certificate of Correction, as set forth in Exhibit 3.7 to this Annual Report on Form 10-K, making two typographical corrections in
the Articles Supplementary to the charter of Kimco Realty Corporation that classified the 7.25% Class N preferred stock of the
Company.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
49
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,” “Executive 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 May 7, 2024 (“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
Tables” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to “Certain Relationships and Related Transactions” and
“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.
50
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 – Kimco Realty Corporation and Subsidiaries ..........
59
Report of Independent Registered Public Accounting Firm – Kimco Realty OP, LLC and Subsidiaries ..............
61
Consolidated Financial Statements of Kimco Realty Corporation and Subsidiaries
Consolidated Balance Sheets as of December 31, 2023 and 2022 ...................................................................
63
Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 ........................
64
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and
2021 ..............................................................................................................................................................
65
Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021 .......
66
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 .................
67
Consolidated Financial Statements of Kimco Realty OP, LLC and Subsidiaries
Consolidated Balance Sheets as of December 31, 2023 and 2022 ...................................................................
68
Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 ........................
69
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and
2021 ..............................................................................................................................................................
70
Consolidated Statements of Changes in Capital for the years ended December 31, 2023, 2022 and 2021 ......
71
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 .................
72
Kimco Realty Corporation and Subsidiaries and Kimco Realty OP, LLC and Subsidiaries
Notes to Consolidated Financial Statements ...........................................................................................................
73
2. Financial Statement Schedules -
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021 ...... 117
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2023 .......................................... 118
Schedule IV - Mortgage Loans on Real Estate as of December 31, 2023 ............................................................. 128
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. ............................
52
Item 16. Form 10-K Summary
None.
51
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit
Number
2.1
2.2
2.3
3.1
3.2
3.3
3.4
3.5
3.6
3.7
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.
Agreement and Plan of Merger, dated as of August 28, 2023, by
and among Kimco Realty Corporation, Kimco Realty OP, LLC,
Tarpon Acquisition Sub, LLC, Tarpon OP Acquisition Sub, LLC,
RPT Realty, and RPT Realty, L.P.
Articles of Merger
Articles of Amendment and Restatement of Kimco Realty
Corporation
Articles Supplementary of Kimco Realty Corporation with respect
to Kimco Class N Preferred Stock
Certificate of Correction to Articles Supplementary of Kimco
Realty Corporation with respect to Kimco Class N Preferred Stock
Amended and Restated Bylaws of Kimco Realty Corporation
Certificate of Formation of Kimco Realty OP, LLC
Amended and Restated Limited Liability Company Agreement of
Kimco Realty OP, LLC, dated as of January 2, 2024
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
Form File No.
8-K
1-10899 04/15/21
Date of
Filing
Filed/
Furnished
Herewith
Page
Number
Exhibit
Number
2.1
8-K
1-10899 12/15/22
2.1
8-K
1-10899 08/28/23
2.1
8-K12B 1-10899 01/03/23
8-K12B 1-10899 01/03/23
3.3
3.1
8-K
1-10899 01/02/24
3.2
—
—
—
10-Q
1-10899 07/28/23
8-K12B 1-10899 01/03/23
1-10899 01/02/24
8-K
x
—
3.1
3.4
3.1
S-3
333-
67552
09/10/93
4(a)
10-K
1-10899 03/28/96
4.6
8-K
1-10899 04/07/95
4(a)
8-K
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
52
Exhibit
Number
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
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).
Form of Deposit Agreement, dated as of January 2, 2024, between
Kimco Realty Corporation and Equiniti Trust Company, LLC, and
the holders from time to time of the Depositary Receipts described
therein, dated as of January 2, 2024
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
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
Kimco Realty Corporation 2020 Equity Participation Plan
Kimco Realty Corporation Amended and Restated 2020 Equity
Participation Plan
Incorporated by Reference
Form File No.
S-3ASR
333-
269102
Date of
Filing
01/03/23
Exhibit
Number
4(j)
Filed/
Furnished
Herewith
Page
Number
—
S-3
—
—
33-57659 02/10/95
—
4(a)
x
8-K
1-09876 08/02/06
4.1
8-K
1-09876 10/09/12
4.1
10-K
1-10899 02/24/23
4.16
8-K12B 1-10899 01/03/23
4.2
8-K
1-10899 01/03/24
4.1
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
10-K
1-10899 02/27/17
1-10899 02/23/18
10.6
10.7
8-K12B 1-10899 01/03/23
10.7
8-K
1-10899 03/19/10
10.8
10-Q
1-10899 05/10/12
10.3
8-K
1-10899 03/02/20
10.1
DEF 14A 1-10899 03/18/20 Annex B
8-K12B 1-10899 01/03/23
10.8
53
Exhibit
Number
10.12
Exhibit Description
Incorporated by Reference
Form File No.
Date of
Filing
Exhibit
Number
Filed/
Furnished
Herewith
x
Page
Number
x
x
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
21.1
23.1
23.2
31.1
31.2
10-Q
10-Q
10-Q
Kimco Realty Corporation Second Amended and Restated 2020
Equity Participation Plan
Form of LTIP Unit Award Agreement (Time-Based)
Form of LTIP Unit Award Agreement (Performance-Based)
Credit Agreement, dated April 1, 2020, among Kimco Realty
Corporation and each of the parties named therein
Amendment No.1 to Credit Agreement, dated April 20, 2020,
among Kimco Realty Corporation and each of the parties named
therein.
Amendment No.2 to Credit Agreement, dated April 24, 2020,
among Kimco Realty Corporation and each of the parties named
therein.
Amendment No. 3 to Amended and Restated 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
Amended and Restated Credit Agreement, dated as of February 23,
2023, among Kimco Realty OP, LLC and each of the parties named
therein.
Seventh Amended and Restated Credit Agreement, dated as of
January 2, 2024 among Kimco Realty OP, LLC (as successor by
assumption to RPT Realty, L.P.), the several banks, financial
institutions and other entities from time to time parties thereto,
BMO Bank, N.A., as syndication agent, Truist Bank and Regions
Bank, as documentation agents, J.P. Morgan Securities LLC, as
sustainability structuring agent, and JPMorgan Chase Bank, N.A.,
as administrative agent
Parent Guarantee, dated as of January 2, 2024, made by Kimco
Realty Corporation in favor of JPMorgan Chase Bank, N.A., as
administrative agent
Term Loan Agreement, dated as of January 2, 2024 among Kimco
Realty O.P., LLC, the several banks, financial institutions and other
entities from time to time parties thereto, and TD Bank, N.A., as
administrative agent
Parent Guarantee, dated as of January 2, 2024, made by Kimco
Realty Corporation in favor of TD Bank, N.A., as administrative
agent
Significant Subsidiaries of Kimco Realty Corporation and Kimco
Realty OP, LLC
Consent of PricewaterhouseCoopers LLP - Kimco Realty
Corporation
Consent of PricewaterhouseCoopers LLP - Kimco Realty OP, LLC —
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
—
—
—
8-K
8-K
8-K
10-K
10-K
8-K
1-10899 08/07/20
10.1
1-10899 08/07/20
10.2
1-10899 08/07/20
10.3
8-K12B 1-10899 01/03/23
10.1
10-Q
10-Q
1-10899 08/07/20
10.4
1-10899 08/07/20
10.5
8-K12B 1-10899 01/03/23
10.2
1-10899 02/24/23 10.19
1-10899 02/24/23 10.20
1-10899 01/03/24
10.1
1-10899 01/03/24
10.2
1-10899 01/03/24
10.3
1-10899 01/03/24
10.4
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
x
*
*
*
*
54
Exhibit Description
Form File No.
Incorporated by Reference
Date of
Filing
—
Exhibit
Number
—
Filed/
Furnished
Herewith
*
Page
Number
Exhibit
Number
31.3
31.4
32.1
32.2
32.3
32.4
97.1
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
Kimco Realty Corporation Policy for Recovery of Erroneously
Awarded Compensation
Property Chart
99.1
101.INS Inline 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 Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
—
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*
**
**
**
**
*
*
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 23, 2024.
55
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
KIMCO REALTY CORPORATION
By: /s/ Conor C. Flynn
Conor C. Flynn
Chief Executive Officer
Dated: February 23, 2024
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 23, 2024
Chief Executive Officer and Director
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
Director
Director
Director
Director
Director
Director
Executive Vice President -
Chief Financial Officer
Vice President -
Chief Accounting Officer
56
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
By: /s/ Conor C. Flynn
Conor C. Flynn
Chief Executive Officer
Dated: February 23, 2024
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 23, 2024
Chief Executive Officer and Director
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
Director
Director
Director
Director
Director
Director
Executive Vice President -
Chief Financial Officer
Vice President -
Chief Accounting Officer
57
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
KIMCO REALTY OP, LLC AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) - Kimco Realty Corporation and
Subsidiaries ....................................................................................................................................................................... 59
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) - Kimco Realty OP, LLC and
Subsidiaries ....................................................................................................................................................................... 61
Consolidated Financial Statements and Financial Statement Schedules of Kimco Realty Corporation and
Subsidiaries:
Consolidated Balance Sheets as of December 31, 2023 and 2022 ......................................................................... 63
Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 .............................. 64
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 .... 65
Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021 ............ 66
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 ....................... 67
Consolidated Financial Statements and Financial Statement Schedules of Kimco Realty OP, LLC and
Subsidiaries:
Consolidated Balance Sheets as of December 31, 2023 and 2022 ......................................................................... 68
Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 .............................. 69
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 .... 70
Consolidated Statements of Changes in Capital for the years ended December 31, 2023, 2022 and 2021 ........... 71
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 ....................... 72
Financial Statement Schedules:
II.
III.
IV.
Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021 ...................... 117
Real Estate and Accumulated Depreciation as of December 31, 2023 ........................................................... 118
Mortgage Loans on Real Estate as of December 31, 2023 ............................................................................. 128
58
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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2023 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, 2023, 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.
59
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 5 to the consolidated financial statements, the net carrying value of the Company’s real estate, net
was $15.1 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 and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures
and evaluating audit evidence related to management’s identification 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) testing the completeness and
accuracy of the underlying data used in the analysis, and (iii) evaluating the reasonableness of management’s identification of
impairment indicators related to property operating performance, changes in anticipated holding period, and general market
conditions. Evaluating the reasonableness of management’s identification of impairment indicators involved considering whether
the indicators were consistent with evidence obtained in other areas of the audit, as well as (i) evaluating property operating
performance (ii) evaluating anticipated changes in holding period, which consists of management’s intent with respect to holding
or disposing of properties, and (iii) assessing management’s considerations of general market conditions and evaluating the
consistency with external market and industry data.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 23, 2024
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.
60
Report of Independent Registered Public Accounting Firm
To the Member of Kimco Realty OP, LLC
Opinion on the Financial Statements
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 OP, LLC and
its subsidiaries (“Kimco OP”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of Kimco OP as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity
with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of Kimco OP’s management. Our responsibility is to express an
opinion on Kimco OP’s consolidated financial statements 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
Kimco OP 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 of these consolidated financial statements 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. Kimco OP is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of
Kimco OP's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits 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. We believe that our audits provide a reasonable basis for our opinion.
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 5 to the consolidated financial statements, the net carrying value of Kimco OP’s real estate, net was
$15.1 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 Kimco OP’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 and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures
and evaluating audit evidence related to management’s identification of impairment indicators related to property operating
performance, changes in anticipated holding period, and general market conditions.
61
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) testing the completeness and
accuracy of the underlying data used in the analysis, and (iii) evaluating the reasonableness of management’s identification of
impairment indicators related to property operating performance, changes in anticipated holding period, and general market
conditions. Evaluating the reasonableness of management’s identification of impairment indicators involved considering whether
the indicators were consistent with evidence obtained in other areas of the audit, as well as (i) evaluating property operating
performance (ii) evaluating anticipated changes in holding period, which consists of management’s intent with respect to holding
or disposing of properties, and (iii) assessing management’s considerations of general market conditions and evaluating the
consistency with external market and industry data.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 23, 2024
We have served as Kimco OP’s or its predecessor’s auditor since at least 1991. We have not been able to determine the specific
year we began serving as auditor of the predecessor.
62
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 21)
Stockholders' equity:
Preferred stock, $1.00 par value, authorized 7,054,000 shares; issued and
outstanding (in series) 19,367 and 19,435 shares, respectively; aggregate
liquidation preference $484,179 and $485,868, respectively
Common stock, $.01 par value, authorized 750,000,000 shares; issued and
outstanding 619,871,237 and 618,483,565 shares, respectively
Paid-in capital
Cumulative distributions in excess of net income
Accumulated other comprehensive income
Total stockholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
December 31,
2023
December 31,
2022
$
$
$
4,177,797 $
14,759,997
18,937,794
(3,842,869)
15,094,925
1,087,804
144,089
783,757
330,057
307,617
155,567
128,258
241,948
18,274,022 $
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
7,262,851 $
353,945
216,237
5,308
109,985
599,961
8,548,287
72,277
6,780,969
376,917
207,815
5,326
113,679
601,574
8,086,280
92,933
19
19
6,199
9,638,494
(122,576)
3,329
6,185
9,618,271
(119,548)
10,581
9,525,465
127,993
9,653,458
18,274,022 $
9,515,508
131,401
9,646,909
17,826,122
$
(1) Includes restricted assets of consolidated variable interest entities (“VIEs”) at December 31, 2023 and 2022 of $388,626 and
$436,605, respectively. See Footnote 16 of the Notes to Consolidated Financial Statements.
(2) Includes non-recourse liabilities of consolidated VIEs at December 31, 2023 and 2022 of $180,855 and $199,132,
respectively. See Footnote 16 of the Notes to Consolidated Financial Statements.
The accompanying notes are an integral part of these consolidated financial statements.
63
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)
Special dividend income
Other income, net
Gain/(loss) on marketable securities, net
Interest expense
Early extinguishment of debt charges
2023
Year Ended December 31,
2022
2021
$
1,767,057 $
16,343
1,783,400
1,710,848 $
16,836
1,727,684
1,349,702
14,883
1,364,585
(15,997)
(231,578)
(309,143)
(136,807)
(14,043)
(4,766)
(507,265)
(1,219,599)
(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)
74,976
15,179
30,841
638,777
565,464
424,286
194,116
39,960
21,262
(250,201)
-
-
28,829
(315,508)
(226,823)
(7,658)
-
19,810
505,163
(204,133)
-
Income before income taxes, net, equity in income of joint ventures, net,
and equity in income from other investments, net
643,914
44,304
745,126
Provision for income taxes, net
Equity in income of joint ventures, net
Equity in income of other investments, net
(60,952)
72,278
10,709
(56,654)
109,481
17,403
(3,380)
84,778
23,172
Net income
665,949
114,534
849,696
Net (income)/loss attributable to noncontrolling interests
(11,676)
11,442
(5,637)
Net income attributable to the Company
654,273
125,976
844,059
Preferred dividends
(25,021)
(25,218)
(25,416)
Net income available to the Company's common shareholders
$
629,252 $
100,758 $
818,643
Per common share:
Net income available to the Company's common shareholders:
-Basic
-Diluted
Weighted average shares:
-Basic
-Diluted
$
$
1.02 $
1.02 $
0.16 $
0.16 $
1.61
1.60
616,947
618,199
615,528
617,858
506,248
511,385
The accompanying notes are an integral part of these consolidated financial statements.
64
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
Change in unrealized gains related to equity method investments
Other comprehensive income
Comprehensive income
Year Ended December 31,
2022
2021
2023
$
665,949 $
114,534 $
849,696
(10,581)
3,329
(7,252)
8,365
-
8,365
2,216
-
2,216
658,697
122,899
851,912
Comprehensive (income)/loss attributable to noncontrolling interests
(11,676)
11,442
(5,637)
Comprehensive income attributable to the Company
$
647,021 $
134,341 $
846,275
The accompanying notes are an integral part of these consolidated financial statements.
65
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
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
(Gain)/loss on marketable securities, net
(Gain)/loss on change in fair value of embedded derivative liability
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
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
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
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 notes
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
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
Interest paid during the year including payment of early extinguishment of debt charges of $0,
$6,955 and $0, respectively (net of capitalized interest of $2,313, $668 and $583,
respectively)
Income taxes paid during the year, net of refunds
Year Ended December 31,
2022
2021
2023
$
665,949 $
114,534 $
849,696
507,265
14,043
(22,517 )
(17,253 )
(9,196 )
-
33,054
(74,976 )
(21,262 )
(734 )
(72,278 )
(10,709 )
75,827
18,453
5,826
(19,885 )
1,071,607
(277,308 )
(264,395 )
-
(3,614 )
292,552
(1,569 )
(24,494 )
13,738
(18,442 )
282
(18,519 )
133
160,064
4,589
(136,983 )
(49,460 )
(11,308 )
-
500,000
-
(12,481 )
-
13
(58,417 )
(657,460 )
3,727
(1,491 )
(16,293 )
2,474
(300,696 )
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)
633,928
149,829
783,757 $
(184,834)
334,663
149,829 $
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)
41,475
293,188
334,663
250,432 $
65,267 $
257,979 $
11,869 $
197,947
1,961
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
67
KIMCO REALTY OP, LLC AND SUBSIDIAIRIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit 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 21)
Members' capital:
Preferred units; Issued and outstanding 19,367 and 19,435 units, respectively
Common units; Issued and outstanding 619,871,237 and 618,483,565 units,
respectively
Accumulated other comprehensive income
Total members' capital
Noncontrolling interests
Total capital
Total liabilities and capital
December 31,
2023
December 31,
2022
$
$
$
4,177,797 $
14,759,997
18,937,794
(3,842,869)
15,094,925
1,087,804
144,089
783,757
330,057
307,617
155,567
128,258
241,948
18,274,022 $
7,262,851 $
353,945
216,237
5,308
109,985
599,961
8,548,287
72,277
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
6,780,969
376,917
207,815
5,326
113,679
601,574
8,086,280
92,933
467,396
469,027
9,054,740
3,329
9,525,465
127,993
9,653,458
18,274,022 $
9,035,900
10,581
9,515,508
131,401
9,646,909
17,826,122
$
(1) Includes restricted assets of consolidated variable interest entities (“VIEs”) at December 31, 2023 and 2022 of $388,626 and
$436,605, respectively. See Footnote 16 of the Notes to Consolidated Financial Statements.
(2) Includes non-recourse liabilities of consolidated VIEs at December 31, 2023 and 2022 of $180,855 and $199,132,
respectively. See Footnote 16 of the Notes to Consolidated Financial Statements.
The accompanying notes are an integral part of these consolidated financial statements.
68
KIMCO REALTY OP, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per unit 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)
Special dividend income
Other income, net
Gain/(loss) on marketable securities, net
Interest expense
Early extinguishment of debt charges
Year Ended December 31,
2022
2021
2023
$
1,767,057 $
16,343
1,783,400
1,710,848 $
16,836
1,727,684
1,349,702
14,883
1,364,585
(15,997)
(231,578)
(309,143)
(136,807)
(14,043)
(4,766)
(507,265)
(1,219,599)
(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)
74,976
15,179
30,841
638,777
565,464
424,286
194,116
39,960
21,262
(250,201)
-
-
28,829
(315,508)
(226,823)
(7,658)
-
19,810
505,163
(204,133)
-
Income before income taxes, net, equity in income of joint ventures,
net, and equity in income from other investments, net
643,914
44,304
745,126
Provision for income taxes, net
Equity in income of joint ventures, net
Equity in income of other investments, net
(60,952)
72,278
10,709
(56,654)
109,481
17,403
(3,380)
84,778
23,172
Net income
665,949
114,534
849,696
Net (income)/loss attributable to noncontrolling interests
(11,676)
11,442
(5,637)
Net income attributable to the Company
654,273
125,976
844,059
Preferred distributions, net
(25,021)
(25,218)
(25,416)
Net income available to the Company's common unitholders $
629,252 $
100,758 $
818,643
Per common unit:
Net income available to the Company's common unitholders:
-Basic
-Diluted
Weighted average units:
-Basic
-Diluted
$
$
1.02 $
1.02 $
0.16 $
0.16 $
1.61
1.60
616,947
618,199
615,528
617,858
506,248
511,385
The accompanying notes are an integral part of these consolidated financial statements.
69
KIMCO REALTY OP, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income:
Change in unrealized gains related to defined benefit plan
Change in unrealized gains related to equity method investments
Other comprehensive income
Comprehensive income
Year Ended December 31,
2022
2021
2023
$
665,949 $
114,534 $
849,696
(10,581)
3,329
(7,252)
8,365
-
8,365
2,216
-
2,216
658,697
122,899
851,912
Comprehensive (income)/loss attributable to noncontrolling interests
(11,676)
11,442
(5,637)
Comprehensive income attributable to the Company
$
647,021 $
134,341 $
846,275
The accompanying notes are an integral part of these consolidated financial statements.
70
KIMCO REALTY OP, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
For the Years Ended December 31, 2023, 2022 and 2021
(in thousands)
Total
Balance at January 1, 2021
Net income
Other comprehensive income:
Change in unrealized gains related to defined benefit
plan
Redeemable noncontrolling interests income
Distributions declared to preferred unitholders
Distributions declared to common unitholders
Distributions to noncontrolling interests
Issuance of common units as a result of common stock issued
by Parent Company
Issuance of common units for Weingarten Realty Investors
merger
Surrender of common units for taxes
Amortization of equity awards
Noncontrolling interests assumed from the Weingarten Realty
Investors merger
Redemption/conversion of noncontrolling interests
Adjustment of redeemable noncontrolling interests to estimated
fair value
Balance at January 1, 2022
Preferred Units
Issued Amount Issued Amount
Common Units
Accumulated
Other
Members' Noncontrolling Total
Capital
Interests
Capital
20 $ 472,533 432,519 $ 5,135,511 $
- 818,639
- 25,420
- $ 5,608,044 $
- 844,059
62,210 $ 5,670,254
849,696
5,637
-
-
-
-
- (25,420 )
-
-
-
-
-
-
-
-
-
-
- (356,712 )
-
-
2,216
2,216
-
-
-
(25,420 )
- (356,712 )
-
-
-
(751 )
-
(28,707 )
2,216
(751 )
(25,420 )
(356,712 )
(28,707 )
-
-
-
-
-
-
- 5,274
82,989
-
82,989
-
82,989
- 179,920 3,738,735
(20,909 )
- (1,127 )
22,543
-
-
- 3,738,735
(20,909 )
-
22,543
-
- 3,738,735
(20,909 )
-
22,543
-
-
-
-
73
-
1,540
-
-
-
1,540
177,039
(4,635 )
177,039
(3,095 )
-
2,304
20 472,533 616,659 9,424,640
-
-
-
2,304
2,216 9,899,389
-
2,304
210,793 10,110,182
Contributions from noncontrolling interest
Net income/(loss)
-
-
- 25,218
-
-
- 100,758
-
-
- 125,976
891
(11,442 )
891
114,534
Other comprehensive income:
Change in unrealized gains related to defined benefit
plan
Redeemable noncontrolling interests income
Distributions declared to preferred unitholders
Distributions declared to common unitholders
Repurchase of preferred units
Distributions to noncontrolling interests
Issuance of common units as a result of common stock issued
by Parent Company
Surrender of common units
Amortization of equity awards
Redemption/conversion of noncontrolling interests
Balance at December 31, 2022
Contributions from noncontrolling interest
Net income
Other comprehensive income:
Change in unrealized gains related to defined benefit
plan
Change in unrealized gains related to equity method
investments
Redeemable noncontrolling interests income
Distributions declared to preferred unitholders
Distributions declared to common unitholders
Repurchase of preferred units
Distributions to noncontrolling interests
Issuance of common units as a result of common stock issued
by Parent Company
Surrender of common units
Amortization of equity awards
Redemption/conversion of noncontrolling interests
Adjustment of redeemable noncontrolling interests to estimated
fair value
Balance at December 31, 2023
-
-
-
-
- (25,218 )
-
-
(3,506 )
(1 )
-
-
-
-
-
-
-
-
- (519,421 )
-
-
-
-
-
-
-
-
15,513
(13,790 )
26,602
1,598
19 469,027 618,484 9,035,900
- 2,368
(616 )
-
-
-
73
-
8,365
8,365
-
-
(25,218 )
-
- (519,421 )
(3,506 )
-
-
-
-
-
-
-
15,513
(13,790 )
26,602
1,598
10,581 9,515,508
-
(1,770 )
-
-
-
(65,232 )
8,365
(1,770 )
(25,218 )
(519,421 )
(3,506 )
(65,232 )
-
-
-
(1,839 )
15,513
(13,790 )
26,602
(241 )
131,401 9,646,909
-
-
- 25,021
-
-
- 629,252
-
-
- 654,273
13
11,676
13
665,949
-
-
-
-
(10,581 )
(10,581 )
-
(10,581 )
-
-
-
-
- (25,021 )
-
-
(1,631 )
-
-
-
-
-
-
-
-
-
- (632,280 )
-
-
-
-
3,329
3,329
-
-
-
(25,021 )
- (632,280 )
(1,631 )
-
-
-
-
-
-
-
- 2,161
(774 )
-
-
-
-
-
3,727
(16,327 )
33,088
(112 )
-
-
-
-
3,727
(16,327 )
33,088
(112 )
-
(5,820 )
-
-
-
(5,614 )
-
-
-
(3,663 )
3,329
(5,820 )
(25,021 )
(632,280 )
(1,631 )
(5,614 )
3,727
(16,327 )
33,088
(3,775 )
-
1,492
19 $ 467,396 619,871 $ 9,054,740 $
-
-
-
1,492
3,329 $ 9,525,465 $
-
1,492
127,993 $ 9,653,458
The accompanying notes are an integral part of these consolidated financial statements.
71
KIMCO REALTY OP, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
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
(Gain)/loss on marketable securities, net
(Gain)/loss on change in fair value of embedded derivative liability
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
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
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
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 notes
Repayments of unsecured notes
Financing origination costs
Payment of early extinguishment of debt charges
Contributions from noncontrolling interests
Redemption/distribution of noncontrolling interests
Distributions paid to common and preferred unitholders
Proceeds from issuance of units as a result of shares issued by Parent Company,
net
Repurchase of preferred units
Units repurchased due to employee tax withholding on equity awards by the
Parent Company
Change in tenants' security deposits
Net cash flow used for financing activities
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
Interest paid during the year including payment of early extinguishment of debt
charges of $0, $6,955 and $0, respectively (net of capitalized interest of $2,313,
$668 and $583, respectively)
Income taxes paid during the year, net of refunds
2023
Year Ended December 31,
2022
2021
$
665,949 $
114,534 $
849,696
507,265
14,043
(22,517)
(17,253)
(9,196)
-
33,054
(74,976)
(21,262)
(734)
(72,278)
(10,709)
75,827
18,453
5,826
(19,885)
1,071,607
(277,308)
(264,395)
-
(3,614)
292,552
(1,569)
(24,494)
13,738
(18,442)
282
(18,519)
133
160,064
4,589
(136,983)
(49,460)
(11,308)
-
500,000
-
(12,481)
-
13
(58,417)
(657,460)
3,727
(1,491)
(16,293)
2,474
(300,696)
633,928
149,829
783,757 $
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)
(184,834)
334,663
149,829 $
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)
41,475
293,188
334,663
250,432 $
65,267 $
257,979 $
11,869 $
197,947
1,961
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
72
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC 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.
1. Summary of Significant Accounting Policies:
Business and Organization
Kimco Realty Corporation and its subsidiaries (the “Parent Company”) operates as a Real Estate Investment Trust (“REIT”),
of which substantially all of the Parent Company’s assets are held by, and substantially all of the Parent Company’s
operations are conducted through, Kimco Realty OP, LLC (“Kimco OP”), either directly or through its subsidiaries, as the
Parent Company’s operating company. The Parent Company is the managing member and exercises exclusive control over
Kimco OP. As of December 31, 2023, the Parent Company owned 100% of the outstanding limited liability company
interests (the "OP Units") in Kimco OP. The terms “Kimco”, “the Company” and “our”, each refer to the Parent Company
and Kimco OP, collectively, unless the context indicates otherwise. In statements regarding qualification as a REIT, such
terms refer solely to Kimco Realty Corporation.
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 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.
The Company, its affiliates and related real estate joint ventures are engaged principally in the ownership, management,
development and operation of open-air shopping centers, including mixed-use assets 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’s mission is
to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders. 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 elected status as a REIT for federal income tax purposes commencing with its taxable year which began
January 1, 1992 and operates in a manner that enables the Company to maintain its status as a REIT. 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. In January 2023, the Company consummated the
Reorganization into an UPREIT structure as described in the Explanatory Note at the beginning of this Annual Report on
Form 10-K. 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 have 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 income taxes on its income, and the Company includes, when applicable, a
provision for taxes in its consolidated financial statements. See Footnote 24 of the Notes to Consolidated Financial
Statements for further discussion.
RPT Merger
On August 28, 2023, the Company and RPT Realty (“RPT”) announced that they had entered into a definitive merger
agreement (the “Merger Agreement”) pursuant to which the Company would acquire RPT through a series of mergers
(collectively, the “RPT Merger”). On January 2, 2024, RPT merged with and into the Company, with the Company
continuing as the surviving public company. The RPT Merger added 56 open-air shopping centers, 43 of which are wholly
owned and 13 of which are owned through a joint venture, comprising 13.3 million square feet of gross leasable area
(“GLA”), to the Company’s existing portfolio of 523 properties. In addition, as a result of the RPT Merger, the Company
obtained RPT’s 6% stake in a 49-property net lease joint venture.
73
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Under the terms of the Merger Agreement, each RPT common share was converted into 0.6049 of a newly issued share of
the Company’s common stock, together with cash in lieu of fractional shares, and each 7.25% Series D Cumulative
Convertible Perpetual Preferred Share of RPT was converted into the right to receive one depositary share representing one
one-thousandth of a share of the Company's 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value
$1.00 per share ("Class N Preferred Stock"). During 2023, the Company incurred expenses of $4.8 million associated with
the RPT Merger primarily comprised of legal and professional fees. See Footnote 28 of the Notes to Consolidated Financial
Statements for further details on the RPT Merger.
Economic Conditions
The economy continues to face several issues including inflation risk, liquidity constraints, the lack of qualified employees,
tenant bankruptcies and supply chain disruptions, which could impact the Company and its tenants. In response to the rising
rate of inflation the Federal Reserve steadily increased interest rates and has kept them at elevated levels. The Federal Reserve
may continue to increase interest rates or maintain these elevated levels, until the rate of inflation begins to decrease. These
increased 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.
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.
Basis of Presentation
This report combines the annual reports on Form 10-K for the annual period ended December 31, 2023, of the Parent
Company and Kimco OP into this single report. The accompanying Consolidated Financial Statements include the accounts
of the Parent Company and Kimco OP and their consolidated subsidiaries. The Reorganization resulted in a merger of entities
under common control in accordance with GAAP. Accordingly, the accompanying consolidated financial statements
including the notes thereto, are presented as if the Reorganization had occurred at the earliest period presented. The
Company’s subsidiaries include subsidiaries which are wholly owned or which the Company has a controlling interest,
including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) in
accordance with the consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation.
Use of Estimates
GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during
a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and related intangible
assets and liabilities, equity method investments, other investments, including the assessment of impairments, as well as,
depreciable lives, revenue recognition, 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 Footnotes 18 and 28 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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. In accordance with ASC 805-10, Business Combinations, the
Company accounted for the Weingarten Realty Investors Merger as business combinations using the acquisition method of
accounting. The Company also expects to account for the RPT Merger as business combinations using the acquisition
method of accounting, however the Company’s evaluation is not yet complete as of this filing. See Footnote 28 of the Notes
to Consolidated Financial Statements for further details on the RPT Merger.
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, 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.
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.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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
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.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The Company’s joint ventures primarily consist of co-investments with institutional and other joint venture partners in open-
air shopping center or mixed-use 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. On a select basis, certain of these joint ventures, have obtained
unsecured financing. As of December 31, 2023, 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.
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.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Restricted cash is deposits held or restricted for a specific use. The Company had restricted cash totaling $3.2 million and
$2.9 million at December 31, 2023 and 2022, respectively, which is included in Cash and cash equivalents on the Company’s
Consolidated Balance Sheets.
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 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 Company utilizes its history
of incurred losses as well as external data to perform its expected credit loss calculation using the probability of default
(“PD”) and loss given default method (“LGD”). This approach calculates the expected credit loss by multiplying the PD
(probability the asset will default within a given timeframe) by the LGD (percentage of the asset not expected to be collected
due to default). The reserve for loan losses reflects management's estimate of loan losses as of the balance sheet date and
any adjustments 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. Accrued interest receivable is included in Accounts and notes
receivable, net on the Company’s Consolidated Balance Sheets. A non-performing loan is placed on non-accrual status when
it is probable that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or
more past due are placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and
interest. Upon the designation of non-accrual status, all unpaid accrued interest is reserved and charged against current
income. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on
non-performing loans on an accrual basis is resumed when it is probable that the Company will be able to collect amounts
due according to the contractual terms.
Tax Increment 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 mature on December 15, 2039. These Series B bonds have
been classified as held to maturity and were recorded at estimated fair value. 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
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KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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
transaction price to the performance obligations and (v) recognize revenue when (or as) a performance obligation is satisfied.
As of December 31, 2023 and 2022, the Company had no outstanding contract assets or contract liabilities.
The Company’s primary sources 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.
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KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
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
upon acquiring control of 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
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KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 includes (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.
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 10 of the Notes to Consolidated
Financial Statements for further details.
81
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
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.
82
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 27 of the
Notes to 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 22 of the Notes to Consolidated Financial Statements for additional
disclosure on the assumptions and methodology).
Reclassifications
Certain amounts in the prior period have been reclassified in order to conform to the current period’s presentation. For
comparative purposes, for the year ended December 31, 2021, 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 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
2021
(22.6 )
(14.8 )
(9.4 )
22.6
24.2
$
$
$
$
$
83
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
New Accounting Pronouncements
The following table represents ASUs to the FASB’s ASCs that, as of December 31, 2023, are not yet effective for the
Company and for which the Company has not elected early adoption, where permitted:
Effective
Date
January 1, 2024;
Early adoption
permitted
January 1, 2025;
Early adoption
permitted
ASU
ASU 2022-03, Fair Value
Measurement (Topic
820): Fair Value
Measurement of Equity
Securities Subject to
Contractual Sale
Restrictions
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.
ASU 2023-05, Business
Combinations – Joint
Venture Formations
(Subtopic 805-60):
Recognition and Initial
Measurement
to a
joint venture’s
The amendments in this ASU address the accounting for
contributions made to a joint venture, upon formation,
in a joint venture’s separate financial statements. To
reduce diversity in practice and provide decision-useful
information
investors, these
amendments require that a joint venture apply a new
basis of accounting upon formation. By applying a new
basis of accounting, a joint venture, upon formation, will
recognize and initially measure its assets and liabilities
at fair value (with exceptions to fair value measurement
that are consistent with the business combinations
guidance). Additionally, existing joint ventures have the
option to apply the guidance retrospectively.
ASU 2023-07, Segment
Reporting (Topic 280):
Improvements to
Reportable Segment
Disclosures
significant
The amendments in this ASU improve reportable
segment disclosure requirements, primarily through
enhanced disclosures about
segment
expenses. In addition, the amendments enhance interim
disclosure requirements, clarify circumstances in which
an entity can disclose multiple segment measures of
profit or
loss, provide new segment disclosure
requirements for entities with a single reportable
segment, and contain other disclosure requirements.
Fiscal years
beginning
January 1, 2024,
and interim
periods for fiscal
years beginning
January 1, 2025;
Early adoption
permitted
ASU 2023-09, Income
Taxes (Topic 740):
Improvements to Income
Tax Disclosures
requires entities
This ASU
to provide additional
information in the rate reconciliation and additional
disclosures about income taxes paid. The guidance
requires public business entities to disclose in their rate
reconciliation table additional categories of information
about federal, state and foreign income taxes and to
provide more details about the reconciling items in some
categories if the items meet a quantitative threshold. The
guidance requires all entities to disclose annually income
taxes paid (net of refunds received) disaggregated by
federal (national), state and foreign
to
disaggregate the information by jurisdiction based on a
quantitative threshold.
taxes and
Fiscal years
beginning
January 1, 2025,
and interim
periods for fiscal
years beginning
January 1, 2026;
Early adoption
permitted
84
Effect on the financial
statements or other
significant matters
The Company does not
expect the adoption of this
ASU to have a material
impact on the Company’s
financial position and/or
results of operations.
This ASU does not impact
accounting for joint
ventures by the venturers.
As such, the Company
does not expect the
adoption of this ASU will
have a material impact on
the Company’s financial
position and/or results of
operations.
There are aspects of this
ASU that apply to entities
with one reportable
segment. The Company
will review the extent of
new disclosures necessary
prior to implementation.
Other than additional
disclosure, 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 Company will review
the extent of new
disclosures necessary prior
to implementation. Other
than additional disclosure,
the adoption of this ASU
is not expected to have a
material impact on the
Company’s financial
position and/or results of
operations.
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following ASUs to the FASB’s ASCs has been adopted by the Company as of the date listed:
Description
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.
Adoption Date
January 1, 2023
Effect on the financial
statements or other
significant matters
The adoption of this
ASU did not have a
material impact on the
Company’s financial
position and/or results
of operations.
ASU
ASU 2021-08, Business
Combinations (Topic
805): Accounting for
Contract Assets and
Contract Liabilities from
Contracts with
Customers
2. 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
Real estate
Accumulated depreciation and amortization (1)
Total real estate, net
2023
December 31,
2022
$
$
4,166,475 $
5,458
5,864
4,177,797
10,312,001
2,213,248
1,158,919
41,055
170,513
864,261
14,759,997
18,937,794
(3,842,869)
15,094,925 $
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
18,457,242
(3,417,414)
15,039,828
(1) The Company had accumulated amortization relating to in-place leases and above-market leases aggregating $751,215 at December 31, 2023 and
$671,794 at December 31, 2022.
In addition, at December 31, 2023 and 2022, the Company had intangible liabilities relating to below-market leases from
property acquisitions of $330.6 million and $330.9 million, respectively, net of accumulated amortization of $260.8 million
and $242.4 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,
2023, 2022 and 2021 resulted in net increases to revenue of $17.3 million, $13.6 million and $14.8 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, 2023, 2022 and 2021 was $94.7 million, $118.1 million and $80.1 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
$
$
13.2 $
(65.5 ) $
13.8 $
(47.5) $
14.7 $
(35.2) $
14.3 $
(27.5) $
14.0
(20.3)
2024
2025
2026
2027
2028
85
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
3. Property Acquisitions:
Acquisition/Consolidation of Operating Properties
During the year ended December 31, 2023, 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 in certain operating
properties held in an unconsolidated joint venture (in thousands):
Month
Purchase Price
Property Name
Portfolio (2 properties) (1)
Crossroads Plaza Parcel
Northridge Shopping Center Parcel
Stafford Marketplace Parcel (2)
Tustin Heights (1)
Marlton Plaza Parcel
Stonebridge at Potomac Town Center
Big 5 Factoria Parcel
Other Total
GLA
Debt
Acquired Cash
Location
Jan-23
Various
Jan-23
Cary, NC
Jan-23
Arvada, CO
Feb-23
Stafford, VA
Mar-23
Tustin, CA
Cherry Hill, NJ
529
Jul-23
Woodbridge, VA Aug-23 169,840
7,817
Oct-23
$ 69,130 $ 19,637 $ 13,019 $ 101,786
2,173
-
-
728
-
-
12,527
- 12,527
48,961
4,910
26,501 17,550
529
-
-
1,667 171,507
-
7,817
-
$ 276,718 $ 37,187 $ 32,123 $ 346,028
2,173
728
-
Bellevue, WA
-
342
5
57
87
137
-
504
13
1,145
(1) Other includes the Company’s previously held equity investments in the Prudential Investment Program and net gains on change in control. The Company
evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized gains on change in control of interest of $7.7
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 Operations. The Company previously held an ownership interest of 15.0%
in these property interests. See Footnote 6 of the Notes to Consolidated Financial Statements.
(2) During March 2023, the Company received a parcel as consideration resulting from the exercise of a termination option of an operating lease.
During the year ended December 31, 2022, the Company acquired the following operating properties, through direct asset
purchases (in thousands):
Month
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
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
$
Other
- $
-
-
-
-
-
-
-
2,407 $
16,239
3,846
733
39,291
51,423
21,850
2,978
2,407
16,239
3,846
733
39,291
51,423
21,850
2,978
152,078 88,792 135,663 376,533
5,573
4,019
$ 300,437 $ 88,792 $ 135,663 $ 524,892
Total
- $
-
-
-
-
-
-
-
GLA
6
60
4
-
133
195
-
-
536
-
-
934
5,573
4,019
-
-
-
-
(1) Land parcel
(2) Other consists of redeemable noncontrolling interest of $79.7 million and an embedded derivative liability associated with put and call options of $56.0
million. See Footnotes 14 and 15 of the Notes to Consolidated Financial Statements for additional discussion regarding fair value allocation to unitholders
for noncontrolling interests.
Included in the Company’s Consolidated Statements of Income are $20.5 million and $9.1 million in total revenues from the
date of acquisition through December 31, 2023 and 2022, respectively, for operating properties acquired during each of the
respective years.
86
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, 2023 and 2022, are as follows (in thousands):
Allocation as of
December 31,
2023
Weighted-
Average Useful
Life (in Years)
Allocation as of
December 31,
2022
$
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
$
4. Dispositions of Real Estate:
109,116
166,067
23,846
22,675
-
47,805
4,981
(29,271)
-
1,777
(968)
346,028
n/a $
50.0
45.0
6.3
-
5.2
6.7
23.7
-
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
Weighted-
Average Useful
Life (in Years)
n/a
50.0
45.0
7.9
20.0
6.9
8.3
16.1
6.5
n/a
n/a
The table below summarizes the Company’s disposition activity relating to operating properties and parcels, in separate
transactions (dollars in millions):
Year Ended December 31,
2022
2023
2021
Aggregate sales price/gross fair value (1) (2) (3)
Gain on sale of properties (3) (4)
Number of operating properties sold/deconsolidated (1) (3)
Number of parcels sold
$
$
214.2 $
75.0 $
6
13
191.1 $
15.2 $
9
13
612.4
30.8
13
10
(1) During 2023, the Company contributed a land parcel and related entitlements, located in Admore, PA, into a preferred equity investment with a gross value
of $19.6 million. As a result, the Company no longer consolidates this land parcel and has a non-controlling interest in this investment. See Footnote 7 of
the Notes to Consolidated Financial Statements for preferred equity investment disclosure.
(2) During 2023, the Company provided as a lender seller financing of $25.0 million related to the sale of an operating property located in Gresham, OR. See
Footnote 11 of the Notes to Consolidated Financial Statements for mortgage receivable loan disclosure.
(3) 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.
(4) For the years ended December 31, 2023, 2022 and 2021 amounts are before noncontrolling interests of $1.8 million, $1.7 million, and $3.0 million,
respectively, and taxes of $1.6 million, $1.2 million and $2.2 million, respectively, after utilization of net operating loss carryforwards.
5. 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
87
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
result the Company recognized impairment charges on certain operating properties (see Footnote 17 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, 2023, 2022 and 2021 as follows (in millions):
Properties marketed for sale (1) (2)
Other impairments
Total impairment charges
$
$
14.0 $
-
14.0 $
21.6 $
0.4
22.0 $
2.7
0.9
3.6
2023
2022
2021
(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. The Company’s estimated fair values of these assets were primarily based upon estimated sales prices from signed contracts
or letters of intent from third-party offers, which were less than the carrying value of the assets.
(2) During 2022, the Company recognized impairment charges of $19.2 million, before noncontrolling interests of $16.0 million, related to five properties.
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
$1.0 million, $4.6 million and $2.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are
included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income. (see Footnote 6
of the Notes to Consolidated Financial Statements).
6. 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, 2023 and 2022 (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
Other Joint Venture Programs
Total*
Noncontrolling
Ownership Interest
December 31, 2023
The Company's Investment
December 31,
2023
2022
15.0%
52.1%
55.0%
Various
Various
$
$
138.7 $
286.3
204.6
247.5
210.7
1,087.8 $
153.6
281.5
190.8
256.8
208.9
1,091.6
* Representing 104 property interests and 21.1 million square feet of GLA, as of December 31, 2023, and 111 property interests and 22.4 million square
feet of GLA, as of December 31, 2022.
(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.
The table below presents the Company’s share of net income for the above 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
2023
Year Ended December 31,
2022
2021
16.4 $
34.7
8.7
9.6 $
70.3
10.6
17.5
36.9
9.2
$
88
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Other Institutional Joint Ventures
Other Joint Venture Programs
Total
2.6
9.9
72.3 $
7.0
12.0
109.5 $
1.7
19.5
84.8
$
(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 2023, the Company acquired the remaining 85% interest in three operating properties from Prudential Investment
Program, in separate transactions, with an aggregate gross fair value of $150.7 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 $7.7 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously
held equity interests. See Footnote 3 of the Notes to Consolidated Financial Statements for the operating properties acquired
by the Company.
In addition, during 2023, certain of the Company’s real estate joint ventures disposed of four properties and a parcel, in
separate transactions, for an aggregate sales price of $132.3 million. These transactions resulted in an aggregate net gain to
the Company of $0.3 million for the year ended December 31, 2023.
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.
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, 2023 and 2022 (dollars in millions):
December 31, 2023
December 31, 2022
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)*
291.6
273.4
81.9
234.1
367.9
1,248.9
6.00%
5.82%
5.12%
5.76%
4.44%
24.6 $
39.2
31.0
35.7
59.6
$
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
Joint Venture
Prudential Investment Program $
KIR
CPP
Other Institutional Joint
Ventures
Other Joint Venture Programs
Total
$
* Average remaining term includes extensions
Unconsolidated Significant Subsidiaries
The Company holds a 52.1% noncontrolling limited partnership interest in KIR, which the Company determined under Rule
4-08(g) of Regulation S-X was significant under the income and revenue tests for the year ended December 31, 2022 and
requires summarized financial information. The Company has a master management agreement whereby the Company
performs services for fees relating to the management, operation, supervision and maintenance of the KIR 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
December 31,
2023
2022
$
$
$
669.2 $
67.5
736.7 $
273.4 $
-
668.7
72.4
741.1
272.9
25.0
89
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Other liabilities
Accumulated other comprehensive income
Members’ capital
Total Liabilities and Members’ Capital
15.9
0.6
446.8
736.7 $
$
Revenues, net
Operating expenses
Depreciation and amortization
Gain on sale of properties
Interest expense
Other expense, net
Net income
2023
Year Ended December 31,
2022
2021
$
$
174.1 $
(46.7)
(38.5)
-
(16.8)
(0.6)
71.5 $
182.5 $
(48.2)
(39.4)
76.2
(15.5)
(1.2)
154.4 $
13.9
-
429.3
741.1
186.6
(51.3)
(40.3)
-
(18.1)
(2.1)
74.8
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
Accumulated other comprehensive income
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,
2023
2022
3,156.2 $
251.6
3,407.8 $
159.9 $
815.6
70.9
5.1
34.4
2,321.9
3,407.8 $
3,440.1
208.4
3,648.5
159.5
925.9
78.8
6.3
33.5
2,444.5
3,648.5
$
$
$
$
2023
Year Ended December 31,
2022
2021
$
$
378.4 $
(126.6)
(17.8)
(108.2)
48.0
(55.4)
(6.4)
112.0 $
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
Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include investments in certain real
estate joint ventures totaling $5.1 million and $5.3 million at December 31, 2023 and 2022, 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, 2023 and 2022, the Company’s
carrying value in these investments was $1.1 billion.
90
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
7. Other Investments:
The Company has provided capital to owners and developers of real estate properties through its Preferred Equity program,
which is included in Other investments on the Company’s Consolidated Balance Sheets. In addition, the Company has
invested capital in structured investments which are primarily accounted for on the equity method of accounting. As of
December 31, 2023, the Company’s other investments were $144.1 million, of which the Company’s net investment under
the Preferred Equity program was $104.1 million. As of December 31, 2022, the Company’s other investments were $107.6
million, of which the Company’s net investment under the Preferred Equity program was $69.4 million. During 2023 and
2022, the Company recognized equity in income of $11.1 million and $16.9 million, respectively, from its preferred equity
investments.
During 2023, the Company contributed a land parcel and related entitlements, located in Admore, PA, into a preferred equity
investment with a gross value of $19.6 million. As a result, the Company no longer consolidates this land parcel and has a
non-controlling interest in this investment. As of December 31, 2023, the Company’s investment was $33.3 million.
As of December 31, 2023, these preferred equity investment properties had non-recourse mortgage loans aggregating $231.2
million. These loans have scheduled maturities of less than one year and bear interest at rates ranging from 4.19% to Secured
Overnight Financing Rate (“SOFR”) plus 265 basis points (8.14% as of December 31, 2023). 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.
8. Marketable Securities:
The amortized cost and unrealized gains, net of marketable securities as of December 31, 2023 and 2022, are as follows (in
thousands):
Marketable securities:
Amortized cost
Unrealized gains, net
Total fair value
December 31,
2023
2022
$
$
40,110
289,947
330,057
$
$
87,411
510,321
597,732
The Company’s gains/(losses) on marketable securities and dividend income for the years ended December 31, 2023, 2022
and 2021, are as follows (in thousands):
Gain/(loss) on marketable securities, net
Dividend income (included in Other income, net and Special dividend income)
$
21,262 $
202,749
(315,508) $
18,002
505,163
16,958
The portion of unrealized gains/(losses) on marketable securities for the period that relates to marketable securities still
held at the reporting date (in thousands):
Year Ended December 31,
2022
2021
2023
Gain/(loss) on marketable securities, net
Less: Net gain/(loss) recognized related to marketable securities sold
Unrealized gain/(loss) related to marketable securities still held
Albertsons Companies, Inc. (“ACI”) –
Year Ended December 31,
2022
2023
2021
$
$
21,262 $
10,614
31,876 $
(315,508) $
(15,120)
(330,628) $
505,163
-
505,163
During 2023, the Company received a $194.1 million special dividend payment on its shares of ACI common stock and
recognized this as Special dividend income on the Company’s Consolidated Statements of Income. As a result, the
Company’s Board of Directors declared a $0.09 per common share special cash dividend to maintain distribution
91
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
requirements as a REIT. This special dividend was paid on December 21, 2023, to shareholders of record on December 7,
2023.
In addition, during 2023, the Company sold 14.1 million shares of ACI common stock held by the Company, generating net
proceeds of $282.3 million. For tax purposes, the Company recognized a long-term capital gain of $241.2 million. The
Company retained the proceeds from this stock sale for general corporate purposes and incurred federal and state taxes of
$60.9 million on the taxable gain. As of December 31, 2023, the Company held 14.2 million shares of ACI. See Footnote 28
of the Notes to Consolidated Financial Statements for additional information regarding subsequent events.
During 2022, the Company sold 11.5 million shares of ACI common stock 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 paid federal and state taxes of $57.2
million on the taxable gain.
9. Accounts and Notes Receivable:
The components of Accounts and notes receivable, net of potentially uncollectible amounts as of December 31, 2023 and
2022, are as follows (in thousands):
Billed tenant receivables
Unbilled common area maintenance, insurance and tax reimbursements
Deferred rent receivables
Defined benefit plan receivable (1)
Other receivables
Straight-line rent receivables
Total accounts and notes receivable, net
December 31,
2023
2022
$
$
30,444 $
55,499
578
-
9,508
211,588
307,617 $
33,801
56,001
1,905
14,421
8,361
189,737
304,226
(1)
See Footnote 23 of the Notes to Consolidated Financial Statements for defined benefit plan disclosure.
10. 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, 2023, 2022 and 2021, is as follows (in thousands):
2023
Year Ended December 31,
2022
2021
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
$
$
1,409,609 $
354,093
17,253
1,353,024 $
339,722
13,591
(13,898)
1,767,057 $
4,511
1,710,848 $
1,045,888
264,040
14,843
24,931
1,349,702
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.
92
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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
income recognized on a straight-line basis for the years ended December 31, 2023, 2022 and 2021 was $22.5 million, $33.8
million and $22.6 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, 2023, 2022 and 2021.
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 and excluding variable
lease payments, are as follows (in millions):
Minimum revenues
$
1,351.0 $
1,258.7 $
1,111.4 $
938.5 $
741.7 $
3,224.1
2024
2025
2026
2027
2028
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 less than one year to
47.9 years, some of which include options to extend the terms for up to an additional 75 years.
The Company also has two properties under finance leasing arrangements that consists of variable lease payments with a
bargain purchase option. The finance right-of-use assets of $26.2 million are included in Other assets on the Company’s
Consolidated Balance Sheets and finance lease liabilities of $24.4 million 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, 2023 were as follows:
Weighted-average remaining lease term (in years)
Weighted-average discount rate
Operating Leases Finance Leases
1.0
6.00%
24.0
6.65%
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, 2023, 2022
and 2021, were as follows (in thousands):
Lease cost:
Finance lease cost
Operating lease cost
Variable lease cost
Total lease cost
2023
Year Ended December 31,
2022
2021
$
$
1,261 $
14,736
2,241
18,238 $
1,294 $
12,994
4,143
18,431 $
569
11,637
3,972
16,178
93
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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):
Year Ending December 31,
2024
2025
2026
2027
2028
Thereafter
Total minimum lease payments
Less imputed interest
Total lease liabilities (1)
Operating Leases
$
Financing Leases
(1)
11,806 $
11,291
10,626
10,342
10,366
178,334
232,765 $
(122,780 )
109,985 $
$
$
25,890
-
-
-
-
-
25,890
(1,458 )
24,432
(1) 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.
11. 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. These properties were subsequently sold during 2023.
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, 2023,
see Financial Statement Schedule IV included in this annual report on Form 10-K.
During the years ended December 31, 2023 and 2022, the Company provided, as a lender, the following mortgage loans
(dollars in millions):
Date Issued
$
Nov-23
$
Mar-23
$
Feb-23
$
Jul-22
$
Jun-22
$
Jun-22
$
May-22
$
Jan-22
Face
Amount
7.3
25.0
11.2
22.0
16.5
19.6
14.0
3.0
Interest
Rate
10.50%
8.00%
14.00%
10.00%
9.00%
10.00%
8.00%
8.00%
Maturity
Date
Nov-26
Apr-24
Dec-24
Feb-24
Jun-25
Jun-29
May-29
Jul-22
During the year ended December 31, 2022, the Company received $60.2 million of partial and full repayments relating to
three mortgage loans with interest rates ranging from 8.00% to 12.50%, and maturity dates ranging from July 2022 to
September 2027.
94
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Software Development Costs
As of December 31, 2023 and 2022, the Company had unamortized software development costs of $18.2 million and $18.4
million, respectively. The Company expensed $4.5 million, $3.5 million and $3.1 million in amortization of software
development costs during the years ended December 31, 2023, 2022 and 2021, respectively.
12. Notes Payable:
As of December 31, 2023 and 2022 the Company’s Notes payable, net consisted of the following (dollars in millions):
Carrying Amount at
December 31,
Interest Rate at
December 31,
2023
2022
2023
Senior unsecured notes
Credit facility (1)
Fair value debt adjustments, net
Deferred financing costs, net (2)
$
$
7,303.0 $
-
24.9
(65.0)
7,262.9 $
6,803.0 1.90% - 6.88%
-
44.4
(66.4)
6,781.0
n/a
n/a
n/a
3.66%*
2022
1.90% -
6.88%
n/a
n/a
n/a
3.45%*
Maturity Date
at
December 31,
2023
Jan-2024 – Oct-
2049
Mar-2027
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% as of December
31, 2023 and 2022.
(2) As of December 31, 2023 and 2022, the Company had $6.7 million and $2.5 million, respectively, of deferred financing costs, net related to the
Credit Facility that are included in Other assets on the Company’s Consolidated Balance Sheets.
During the years ended December 31, 2023 and 2022, the Company issued the following senior unsecured notes (dollars in
millions):
Date Issued
Oct-23
Aug-22
Feb-22
Amount Issued
$
$
$
500.0
650.0
600.0
Interest Rate
6.400%
4.600%
3.200%
Maturity Date
Mar-34
Feb-33
Apr-32
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.
See Footnote 28 of the Notes to Consolidated Financial Statements for additional information regarding subsequent events.
The scheduled maturities of all notes payable, excluding unamortized fair value debt adjustments of $24.9 million and
unamortized debt issuance costs of $65.0 million, as of December 31, 2023, were as follows (in millions):
Principal payments
$
646.2 $
740.5 $
773.0 $
433.7 $
409.6 $
4,300.0 $
7,303.0
2024
2025
2026
2027
2028
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
95
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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
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, 2023.
Interest on the Company’s fixed-rate Senior Unsecured Notes is payable semi-annually in arrears. Proceeds from these
issuances were primarily used for the acquisition of shopping centers, the expansion and improvement of properties in the
Company’s portfolio and the repayment of certain debt obligations of the Company.
Credit Facility
In February 2023, the Company obtained a new $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with
a group of banks, which replaced the Company’s existing $2.0 billion unsecured revolving credit facility which was
scheduled to mature in March 2024. The Credit Facility 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 Credit Facility is guaranteed by the
Parent Company. The Credit Facility could be increased to $2.75 billion through an accordion feature. The Credit Facility
is a green credit facility tied to sustainability metric targets, as described in the agreement. The Credit Facility accrues interest
at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus 77.5 basis points and fluctuates in
accordance with the Company’s credit ratings. The interest rate can be further adjusted upward or downward by a maximum
of four basis points based on the sustainability metric targets, as defined in the agreement. The interest rate on the Credit
Facility as of December 31, 2023 was 6.21% after a two-basis point reduction was achieved. Pursuant to the terms of the
Credit Facility, the Company continues to be subject to the same covenants under the Company’s prior unsecured revolving
credit facility. For a full description of the Credit Facility’s covenants refer to the Amended and Restated Credit Agreement
dated as of February 23, 2023, filed as Exhibit 10.20 in our Annual Report on Form 10-K for the year ended December 31,
2022. As of December 31, 2023, the Credit Facility had no outstanding balance, no appropriations for letters of credit and
the Company was in compliance with its covenants.
13. 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, 2023 and 2022, the Company’s Mortgages payable, net consisted of the following (dollars in millions):
Carrying Amount at
December 31,
2023
2022
Interest Rate at
December 31,
2023
2022
Maturity Date at
December 31, 2023
Mortgages payable
Fair value debt adjustments, net
Deferred financing costs, net
$
$
355.7 $
(0.6)
(1.2)
353.9 $
* Weighted-average interest rate
379.3 3.33% - 7.23% 3.23% - 7.23% May-2024 – Jun-2031
(0.7)
(1.7)
376.9
n/a
n/a
4.22%*
n/a
n/a
4.16%*
n/a
n/a
During 2023, the Company (i) assumed $37.2 million of individual non-recourse mortgage debt through the acquisition of
two operating properties, which it subsequently repaid in March 2023 and (ii) repaid $12.3 million of mortgage debt that
encumbered two operating properties and a consolidated joint venture operating property.
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.
The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable,
excluding unamortized fair value debt adjustments of $0.6 million and unamortized debt issuance costs of $1.2 million, as
of December 31, 2023, were as follows (in millions):
96
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Principal payments
$
21.3 $
73.0 $
7.4 $
39.0 $
113.8 $
101.2 $
355.7
2024
2025
2026
2027
2028
Thereafter
Total
14. 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% of 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. During 2023, certain unit holders exercised their put
options to redeem a total of 2,183,075 Outside Partner Units (2,126,527 Preferred Outside Partner Units and 56,548 Common
Outside Partner Units) which were redeemed for cash of $43.5 million. The Company estimated the fair value of the
derivative liability 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, 2023 was classified as Level 3 in the fair value
hierarchy and are required to be measured at fair value on a recurring basis, see Footnote 17 of the Notes to Consolidated
Financial Statements. The embedded derivative liability was $30.9 million at December 31, 2023.
15. 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.
97
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, 2023 and 2022, noncontrolling interests relating to the
remaining units was $4.7 million. The Units related annual cash distribution rates and related conversion features consisted
of the following as of December 31, 2023:
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
30.52
166
21
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, 2028 and are included in Noncontrolling
interests on the Company’s Consolidated Balance Sheets. 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, 2023 and 2022,
noncontrolling interest relating to the remaining 377,837 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.
The Company acquired two consolidated joint ventures structured as DownREIT partnerships. 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 2023, all 174,411 outstanding
units in the Madison Village Limited Partnership were redeemed for $3.0 million in cash. This transaction resulted in a net
decrease in Noncontrolling interests of $3.7 million and a corresponding increase in Paid-in capital totaling $0.7 million, on
the Company’s Consolidated Balance Sheets. During 2022, 73,286 units in the Raleigh Limited Partnership were redeemed
for 73,286 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, 2023 and 2022,
the aggregate redemption value of these noncontrolling interests was $34.9 million and $38.6 million, respectively.
During 2022, a consolidated joint venture, 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.
98
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 14 of the Notes to Consolidated Financial Statements included in this Form 10-K. Upon acquisition, 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, an event that is not solely
in the Company’s control. During 2023, 2,126,527 Preferred Outside Partner Units and 56,548 Common Outside Partner
Units were redeemed for cash of $43.5 million. This transaction resulted in a net decrease in Redeemable noncontrolling
interests of $21.1 million and a decrease in Other liabilities of $22.4 million on the Company’s Consolidated Balance Sheets.
The Outside Partner Units related annual cash distribution rates and related conversion features consisted of the following
as of December 31, 2023:
Type
Par Value
Per Unit
Number of
Units
Remaining
Return Per Annum
Preferred Outside Partner Units
Common Outside Partner Units
$
$
20.00
20.00
3,978,304
621,758
Equal to the Company’s common stock dividend
3.75%
The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years
ended December 31, 2023 and 2022 (in thousands):
Balance at January 1,
Fair value allocation to unitholders/partnership interest (1)
Income
Distributions
Redemption/conversion of noncontrolling interests (1)
Adjustment to estimated redemption value
Balance at December 31,
2023
2022
$
$
92,933 $
-
5,820
(5,820)
(21,070)
414
72,277 $
13,480
79,663
1,770
(1,771)
(209)
-
92,933
(1) Relates to Preferred and Common Outside Partner Units, which were issued during 2022 and partially redeemed during 2023 described above.
16. Variable Interest Entities (“VIE”):
Included within the Company’s operating properties at December 31, 2023 and 2022, are 30 and 32 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, 2023, total assets of these VIEs were $1.8 billion and total liabilities
were $180.9 million. At December 31, 2022, total assets of these VIEs were $1.8 billion and total liabilities were $199.1
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.
99
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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
Unconsolidated Redevelopment Investment
December 31,
2023
2022
28
2
30
379.8 $
3.9
3.6
1.3
388.6 $
97.3 $
11.4
5.0
67.2
180.9 $
29
3
32
425.5
7.9
1.7
1.5
436.6
109.7
10.9
5.2
73.3
199.1
$
$
$
$
Included in the Company’s preferred equity investments at December 31, 2023, is an unconsolidated development project
which is a VIE for which the Company is not the primary beneficiary. This preferred equity investment was primarily
established to develop real estate property for long-term investment and was deemed a VIE primarily based on the fact that
the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial
support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as
development costs are funded by the partners over the construction period. The Company determined that it was not the
primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s
partners and therefore does not have a controlling financial interest.
As of December 31, 2023, the Company’s investment in this VIE was $33.3 million, which is included in Other investments
on the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement
with this VIE is estimated to be $35.7 million, which is the Company's carrying value in this investment and its remaining
capital commitment obligation. The Company has not provided financial support to this VIE that it was not previously
contractually required to provide. All future costs of development will be funded with capital contributions from the
Company and the outside partner in accordance with their respective ownership percentages and construction loan financing.
17. 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 and mortgage and other finance receivables is based on
discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan
amounts and debt maturities. The fair values for marketable securities are based on published values, securities dealers’
estimated market values or comparable market sales. 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.
100
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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):
December 31,
2023
2022
Carrying
Amounts
Estimated
Fair Value
Carrying
Amounts
Estimated
Fair Value
Assets:
Mortgage and other financing receivables (1)
$
130,745 $
122,323 $
87,359 $
87,359
Liabilities:
Notes payable, net (2)
Mortgages payable, net (3)
$
$
7,262,851 $
353,945 $
6,671,450 $
329,955 $
6,780,969 $
376,917 $
5,837,401
311,659
(1) The Company determined that the valuation of its mortgage and other financing receivables were classified within Level 3 of the fair value hierarchy.
(2) 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, 2023 and 2022, were $6.7 billion and $5.8 billion, respectively. The carrying value
includes deferred financing costs of $65.0 million and $66.4 million as of December 31, 2023 and 2022, respectively.
(3) The Company determined that its valuation of its mortgages payable were classified within Level 3 of the fair value hierarchy. The carrying value
includes deferred financing costs of $1.2 million and $1.7 million as of December 31, 2023 and 2022, respectively.
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, 2023 and 2022, aggregated by the level of the fair value hierarchy within which those measurements fall (in
thousands):
Assets:
Marketable equity securities
Liabilities:
Embedded derivative liability
Assets:
Marketable equity securities
Liabilities:
Embedded derivative liability
Balance at
December 31,
2023
Level 1
Level 2
Level 3
$
$
330,057 $
330,057 $
30,914 $
- $
- $
- $
-
30,914
Balance at
December 31,
2022
Level 1
Level 2
Level 3
$
$
597,732 $
597,732 $
56,000 $
- $
- $
- $
-
56,000
101
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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, is the discount rate of 6.40% and 8.00% as of December 31,
2023 and 2022, respectively.
The table below summarizes the change in the fair value of the embedded derivative liability for the year ended December
31, 2023 (in thousands):
Balance as of January 1, 2023
Settlements
Change in fair value (included in Other income, net)
Change in fair value (included in Paid-in capital)
Balance as of December 31, 2023
$
$
Fair Value of Embedded Derivative Liability
56,000
(22,446)
(734)
(1,906)
30,914
Assets measured at fair value on a non-recurring basis at December 31, 2023 are as follows (in thousands):
Balance at
December 31,
2023
Level 1
Level 2
Level 3
Real estate
$
11,724 $
- $
- $
11,724
During the year ended December 31, 2023, the Company recognized impairment charges related to adjustments to property
carrying values of $14.0 million. The Company’s estimated fair values of these assets were primarily based upon estimated
sales prices from signed contracts or letters of intent from third-party offers, which were less than the carrying value of the
assets. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third-
party offers. Based on these inputs, the Company determined that its valuation of these investments was classified within
Level 3 of the fair value hierarchy.
18. Preferred Stock, Common Stock and Convertible Unit Transactions:
Preferred Stock
The Company’s Board of Directors had authorized the repurchase of up to 894,000 depositary shares of Class L Preferred
Stock and 1,048,000 depositary shares of Class M Preferred Stock through December 31, 2023, which represented up to
1,942 shares of the Company’s preferred stock, par value $1.00 per share. During the year ended December 31, 2023, the
Company repurchased the following preferred stock:
Class of Preferred Stock
Class L
Class M
Depositary Shares Repurchased
Purchase Price (in thousands)
43,777 $
23,791 $
973.4
515.9
During January 2024, the Company’s Board of Directors authorized the repurchase of up to 891,000 depositary shares of
Class L Preferred Stock, 1,047,000 depositary shares of Class M Preferred Stock, and 185,000 depositary shares of Class N
Preferred Stock through February 28, 2026. See Footnote 28 of the Notes to Consolidated Financial Statements for additional
information regarding subsequent events.
The Company’s outstanding Preferred Stock is detailed below (in thousands, except share data and par values):
Class of
Preferred
Stock
Class L
Class M
Shares
Authorized
10,350
10,580
Shares
Issued and
Outstanding
As of December 31, 2023
Liquidation
Preference
(in thousands)
Dividend
Rate
Annual
Dividend per
Depositary
Share
8,902 $
10,465
19,367
$
222,543
261,636
484,179
5.125% $
5.250% $
1.28125 $
1.31250 $
102
Par
Value
Optional
Redemption
Date
8/16/2022
1.00
1.00 12/20/2022
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Class of
Preferred
Stock
Class L
Class M
Shares
Authorized
10,350
10,580
Shares
Issued and
Outstanding
As of December 31, 2022
Liquidation
Preference
(in thousands)
Dividend
Rate
Annual
Dividend per
Depositary
Share
8,946 $
10,489
19,435
$
223,637
262,231
485,868
5.125% $
5.250% $
1.28125 $
1.31250 $
Par
Value
Optional
Redemption
Date
1.00
8/16/2022
1.00 12/20/2022
The Company’s Class L and Class M Preferred Stock Depositary Shares 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.
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 common share repurchase program, which is scheduled to expire February 28, 2026. 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 2023 and
2022. As of December 31, 2023, the Company had $224.9 million available under this share repurchase program.
During September 2023, 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, as amended, 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. The Company did not issue any shares under the ATM Program
during the year ended December 31, 2023. As of December 31, 2023, the Company had $500.0 million available under this
ATM Program.
The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common
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 2023, 2022 and 2021, the Company
repurchased 761,149, 567,450 and 1,084,953 shares, respectively, relating to shares of common stock surrendered to the
103
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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 15 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, 2023, is $51.2 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 2.4 million shares of common stock.
Dividends Declared
The following table provides a summary of the dividends declared per share:
Common Stock (1)
Class L Depositary Shares
Class M Depositary Shares
2023
1.02000 $
1.28125 $
1.31250 $
$
$
$
Year Ended December 31,
2021
2022
0.84000 $
1.28125 $
1.31250 $
0.68000
1.28125
1.31250
(1) During 2023, the Company’s Board of Directors declared a $0.09 per common share special cash dividend to maintain distribution requirements
as a REIT.
19. 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, 2023, 2022 and 2021 (in thousands):
Acquisition of real estate interests:
Mortgages debt
Other liabilities
Redeemable noncontrolling interests
Lease modification
$
$
$
$
Proceeds held in escrow through sale of real estate interests
$
$
Disposition of real estate interests through the issuance of mortgage receivables
Deconsolidation of real estate interests through contribution to other investments $
$
Capital expenditures accrual
$
Surrender of common stock
$
Declaration of dividends paid in succeeding period
$
Increase/(decrease) in redeemable noncontrolling interests’ carrying amount
$
Lease liabilities arising from obtaining operating right-of-use assets
$
Lease liabilities arising from obtaining financing right-of-use assets
$
Decrease in embedded derivative liability from extinguishment
$
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
$
$
$
$
$
$
$
$
$
$
104
2023
2022
2021
- $
- $
- $
12,527 $
3,524 $
25,000 $
19,618 $
30,892 $
16,327 $
5,308 $
414 $
1,481 $
3,161 $
1,906 $
- $
- $
- $
- $
- $
- $
- $
- $
- $
- $
- $
- $
- $
79,362 $
59,000 $
79,663 $
- $
- $
- $
- $
29,079 $
13,790 $
5,326 $
- $
- $
- $
- $
- $
- $
1,613 $
-
-
-
-
-
-
-
34,651
20,909
5,366
(2,304)
553
-
-
2,068
15,620
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)
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Consolidation of Joint Ventures:
Increase in real estate and other assets, net
Increase in mortgages payable, other liabilities and noncontrolling interests
$
$
54,345 $
37,187 $
Deconsolidation of Joint Venture:
Decrease in real estate and other assets, net
Decrease in mortgages payable and other liabilities
$
$
- $
- $
- $
- $
- $
- $
506,266
234,091
300,099
170,000
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
20. Transactions with Related Parties:
Joint Ventures
As of December 31, 2023 As of December 31, 2022
146,970
$
2,859
149,829
780,518 $
3,239
783,757 $
$
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 6 of the Notes to Consolidated Financial Statements for additional information regarding transactions
with related parties.
During 2023, the Company acquired the remaining 85% interest in three operating properties from the Prudential Investment
Program, in separate transactions, with an aggregate gross fair value of $150.7 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 $7.7 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously
held equity interests. See Footnote 3 of the Notes to Consolidated Financial Statements for the operating properties acquired
by the Company.
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 2023, 2022 and 2021, the Company paid brokerage commissions of $0.5
million, $0.3 million and $0.4 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
Mary Hogan Preusse, a member of the Company’s Board of Directors, is a Senior Advisor at Fifth Wall. The Company
holds an investment in the Fifth Wall’s Climate Technology Fund with a commitment of up to $25.0 million, of which $16.8
million has been funded as of December 31, 2023 and a cost method investment of $1.6 million within Fifth Wall’s Ventures
SPV Fund as of December 31, 2023.
105
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
21. 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, 2023, these letters of credit aggregated $39.2 million.
Funding Commitments
The Company has investments, including Fifth Wall discussed above, with funding commitments of $64.7 million, of which
$51.8 million has been funded as of December 31, 2023.
Other
The Parent Company guarantees the unsecured debt instruments of Kimco OP. These guarantees by the Parent Company are
full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such unsecured debt
instruments. See Footnote 12 of the Notes to Consolidated Financial Statements for these unsecured debt instruments.
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, 2023, there were $18.4
million in performance and surety bonds outstanding.
The Company 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 $41.0 million outstanding at December 31, 2023. 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 the Company 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, 2023.
22. 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, long term incentive plan units, stock payments and deferred
stock awards. At December 31, 2023, the Company had 4.9 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 $33.1 million, $26.6 million and $23.2 million for
the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the Company had $51.5 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 2.7 years.
106
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Stock Options
During 2023, 2022 and 2021, 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, 2023, 2022 and 2021 are as follows:
Options outstanding, January 1, 2021
Exercised
Forfeited
Options outstanding, December 31, 2021
Exercised
Forfeited
Options outstanding, December 31, 2022
Exercised
Forfeited
Options outstanding, December 31, 2023
Options exercisable (fully vested)
December 31, 2021
December 31, 2022
December 31, 2023
Weighted-
Average
Exercise Price
Per Share
Aggregate
Intrinsic Value
(in millions)
20.03 $
19.19 $
19.01
21.48 $
20.56 $
19.70
22.13 $
21.54 $
21.61
- $
21.48 $
22.13 $
- $
-
1.1
1.5
0.8
-
0.1
-
1.5
-
-
Shares
1,162,321 $
(315,750 ) $
(357,816 ) $
488,755 $
(205,871 ) $
(750 ) $
282,134 $
(173,038 ) $
(109,096 ) $
- $
488,755 $
282,134 $
- $
Cash received from options exercised under the 2010 Plan was $3.7 million, $4.2 million and $6.1 million for the years
ended December 31, 2023, 2022 and 2021, respectively.
Restricted Stock
Information with respect to restricted stock under the Plan for the years ended December 31, 2023, 2022 and 2021 are as
follows:
Restricted stock outstanding as of January 1,
Granted (1)
Vested
Forfeited
Restricted stock outstanding as of December 31,
2023
2,605,970
893,880
(740,866 )
(12,868 )
2,746,116
2022
2,347,608
819,090
(511,772 )
(48,956 )
2,605,970
2021
2,394,825
754,560
(759,665 )
(42,112 )
2,347,608
(1) The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2023, 2022 and 2021 were $21.30, $24.27 and
$17.81, 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, 2023, 2022 and 2021, the dividends paid on unvested restricted shares were $3.1 million, $2.5 million and $1.8 million,
respectively.
Performance Shares
Information with respect to performance share awards under the Plan for the years ended December 31, 2023, 2022 and
2021 are as follows:
Performance share awards outstanding as of January 1,
Granted (1)
Vested (2)
Performance share awards outstanding as of December 31,
2023
2022
2021
1,004,040
531,200
(545,380)
989,860
1,052,100
458,660
(506,720)
1,004,040
913,800
545,380
(407,080)
1,052,100
107
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
(1) The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2023, 2022 and 2021 were $42.61, $31.19
and $22.96, respectively.
(2) For the years ended December 31, 2023, 2022 and 2021, the corresponding common stock equivalent of these vested awards were 970,231, 998,238 and
814,160 shares, respectively.
The more significant assumptions underlying the determination of fair values for these performance awards granted during
2023, 2022 and 2021 were as follows:
Stock price
Dividend yield (1)
Risk-free rate
Volatility (2)
Term of the award (years)
$
2023
2022
2021
21.30
$
0 %
4.38 %
44.89 %
2.87
24.27
$
0 %
1.72 %
49.07 %
2.87
17.87
0 %
0.20 %
48.41 %
2.86
(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,
2023. The Company’s contributions to the plan were $2.7 million, $2.6 million and $2.4 million for the years ended
December 31, 2023, 2022 and 2021, respectively. In addition during 2023, the Company provided a discretionary match in
the amount of $3.9 million to all participants in the 401(k)-retirement plan.
The Company recognized severance costs associated with employee retirements and terminations during the years ended
December 31, 2023, 2022 and 2021, of $0.4 million, $1.5 million and $14.4 million (including $13.7 million of severance
costs included in Merger charges on the Company’s Consolidated Statements of Income), respectively.
23. Defined Benefit Plan:
In August 2021, the Company assumed sponsorship of Weingarten Realty Investors’ noncontributory qualified cash balance
retirement plan (“the Benefit Plan”) in connection with the merger with Weingarten. The Benefit Plan was frozen as of the
date of the merger and subsequently terminated as of December 31, 2021. On March 28, 2023, the Internal Revenue Service
(the “IRS”) issued a favorable determination letter for the termination of the Benefit Plan. As a result, the Company elected
to settle the Benefit Plan’s obligations through third-party annuity payments, lump sum distributions and direct rollover of
funds in an Individual Retirement Account (“IRA Rollovers”) based on elections made by the Benefit Plan’s participants.
During 2023, the Benefit Plan’s obligations were settled through third-party annuity contracts, lump sum distributions and
IRA Rollovers. In addition, during 2023, the Benefit Plan transferred excess assets with a value of $3.9 million to the
qualified replacement plan managed by the Company and reverted excess assets with a value of $11.0 million to the
Company. Upon the liquidation of the Benefit Plan, the Company realized $10.8 million of settlement gains during the year
ended December 31, 2023, which are included in Other income, net on the Company’s Consolidated Statements of Income
and were previously included in Accumulated other comprehensive income on the Company’s Consolidated Balance Sheets.
In addition, the Company incurred excise taxes of $2.2 million resulting from the pension reversion of excess pension plan
assets during the year ended December 31, 2023, which are included in Other income, net on the Company’s Consolidated
Statements of Income.
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, 2023
through December 31, 2023 (in thousands):
108
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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
Excess assets transfer
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
2023
2022
$
$
$
$
$
$
$
26,165 $
982
(25,480)
(189)
(1,478)
- $
40,586 $
1,299
(14,927)
(25,480)
(1,478)
- $
- $
- $
267 $
36,995
1,052
-
(9,781)
(2,101)
26,165
43,653
(966)
-
-
(2,101)
40,586
14,421
26,165
10,581
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, 2023 and 2022 are as follows (in thousands):
Interest cost
Expected return on plan assets
Amortization of net gain
Settlement gain
Total
2023
2022
$
$
(982) $
1,221
-
10,848
11,087 $
(1,052)
413
37
-
(602)
The weighted-average assumptions used to determine the benefit obligation as of December 31, 2022 are as follows:
Discount rate
Salary scale increases
Interest credit rate for cash balance plan
24. Income Taxes:
2022
4.88 %
N/A
4.50 %
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.
109
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC 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, 2023, 2022 and 2021
(in thousands):
GAAP net income attributable to the Company
GAAP net income 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 (loss)/gain, 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 (3)
$
2023
(Estimated)
2022
(Actual)
2021
(Actual)
654,273 $
(64 )
654,209
50,661
95,468
(31,982 )
(21,053 )
31,169
(7,157 )
2,948
27,163
177,772
(4,284 )
(24,275 )
(2,446 )
(65,000 )
(7,574 )
-
(573 )
7,803
882,849 $
125,976 $
(5,042)
120,934
47,328
120,446
(38,479)
(38,303)
23,248
(7,846)
-
11,736
217,797
(8,430)
335,199
198
(61,492)
45,767
243
(2,065)
2,115
768,396 $
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
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)
(3)
Includes merger related book/tax differences of $4.8 million and ($20.7) million for the years ended December 31, 2023 and 2021, respectively.
Includes a long term capital gain of $241.2 million and $251.5 million for the years ended December 31, 2023 and 2022, respectively, for which the
Company elected to pay the associated corporate income taxes.
Characterization of Distributions
The following characterizes distributions paid for tax purposes for the years ended December 31, 2023, 2022 and 2021,
(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
2023
11,432
-
11,432
13,749
-
13,749
622,885
-
6,292
629,177
$
$
$
$
$
$
2022
9,657
1,839
11,496
11,615
2,212
13,827
418,725
82,711
15,508
516,944
100% $
-
100% $
100% $
-
100% $
99% $
-
1%
100% $
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% $
97%
3%
100%
97%
3%
100%
77%
3%
20%
100%
Total dividends distributed for tax
purposes
$
654,358
$
542,267
$
380,316
110
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
For the years ended December 31, 2023 and 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 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. 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 year ended
December 31, 2021, 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., FNC Realty
Corporation, Kimco Insurance Company, Weingarten Investments Inc. and the consolidated entity, Blue Ridge Real Estate
Company/Big Boulder Corporation.
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, 2023, 2022 and 2021, are
summarized as follows (in thousands):
TRSs and taxable entities
REIT (1)
Total tax provision
2023
2022
2021
$
$
(83) $
(60,869)
(60,952) $
533 $
(57,187)
(56,654) $
(3,380)
-
(3,380)
(1) During 2023 and 2022, the Company sold shares of ACI common stock and recognized long-term capital gains for tax purposes of $241.2 million
and $251.5 million, respectively. The Company elected to retain the proceeds from these stock sales for general corporate purposes and pay corporate
income tax on the taxable gains. During 2023, the Company incurred federal taxes of $50.7 million and state and local taxes of $10.2 million. During
2022, the Company incurred federal taxes of $47.3 million and state and local taxes of $9.9 million. 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. 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, 2023 and 2022, were as follows (in thousands):
Deferred tax assets:
Tax/GAAP basis differences
Net operating losses (1)
Valuation allowance
Total deferred tax assets
Deferred tax liabilities
Net deferred tax liabilities
(1) Net operating losses do not expire.
2023
2022
$
$
3,293 $
4,463
(3,776)
3,980
(5,843)
(1,863) $
4,165
1,836
-
6,001
(6,551)
(550)
The major differences between the GAAP basis of accounting and the basis of accounting used for federal and state income
tax reporting consist of depreciation and amortization, impairment charges recorded for GAAP purposes, but not recognized
for tax purposes, 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, 2023 and 2022.
111
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
Uncertain Tax Positions
As of December 31, 2023 and 2022, the Company had no accrual for uncertain tax positions and related interest under the
provisions of the authoritative guidance that addresses accounting for income taxes. The Company does not believe that the
total amount of unrecognized tax benefits as of December 31, 2023, will significantly increase within the next 12 months.
25. Captive Insurance Company:
In October 2007, the Company formed a wholly owned captive insurance company, KIC, which provides general liability
insurance coverage for all losses below the deductible under the Company’s third-party liability insurance policy. The
Company created KIC as part of its overall risk management program and to stabilize its insurance costs, manage exposure
and recoup expenses through the functions of the captive program. The Company capitalized KIC in accordance with the
applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss
experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of
future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs.
Premiums paid to KIC may be adjusted based on this estimate. Like premiums paid to third-party insurance companies,
premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms. KIC assumes occurrence basis general
liability coverage (not including casualty loss or business interruption) for the Company and its affiliates under the terms of
a reinsurance agreement entered into by KIC and the reinsurance provider.
From October 1, 2007 through December 31, 2023, 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 $14.2 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, 2025, ULAE is
billed on a fee per claim basis ranging between $53 and $1,599 based on the claim type. These amounts do not erode the
Company’s per occurrence or aggregate limits.
As of December 31, 2023, the Company maintained letters of credit in the amount of $24.7 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, 2023 and 2022 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
2023
2022
$
20,202 $
19,655
6,097
2,644
8,741
(817 )
(7,243 )
(8,060 )
20,883 $
5,694
125
5,819
(645 )
(4,627 )
(5,272 )
20,202
$
(1) Relates to changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses.
112
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
26. Accumulated Other Comprehensive Income (“AOCI”):
The following table displays the change in the components of AOCI for the years ended December 31, 2023 and 2022 (in
thousands):
Unrealized Gains
Related to Defined
Benefit Plan
Unrealized Gains
Related to Equity
Method
Investments
Balance as of January 1, 2023
Other comprehensive income before reclassifications
Amounts reclassified from AOCI (1)
Net current-period other comprehensive income
Balance as of December 31, 2023
$
$
10,581 $
267
(10,848 )
(10,581 )
- $
- $
3,329
-
3,329
3,329 $
Total
10,581
3,596
(10,848 )
(7,252 )
3,329
(1) Amounts are included in Other income, net on the Company’s Consolidated Statements of Income. See Footnote 23 of the Notes to Consolidated
Financial Statements for defined benefit plan disclosure.
Balance as of January 1, 2022
Other comprehensive income before reclassifications
Amounts reclassified from AOCI
Net current-period other comprehensive income
Balance as of December 31, 2022
27. Earnings Per Share:
Unrealized Gains
Related to
Defined
Benefit Plan
$
$
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
Earnings attributable to participating securities
Net income available to the Company’s common shareholders for basic
earnings per share
Distributions on convertible units
For the Year Ended December 31,
2022
2023
2021
$
629,252 $
100,758 $
818,643
2,323
(2,819 )
628,756
53
-
(2,182)
98,576
-
2,304
(5,346 )
815,601
3,087
Net income available to the Company’s common shareholders for diluted
earnings per share
$
628,809 $
98,576 $
818,688
Weighted average common shares outstanding – basic
Effect of dilutive securities (1):
Equity awards
Assumed conversion of convertible units
Weighted average common shares outstanding – diluted
616,947
615,528
506,248
1,132
120
618,199
2,283
47
617,858
2,422
2,715
511,385
Net income available to the Company's common shareholders:
Basic earnings per share
Diluted earnings per share
$
$
1.02 $
1.02 $
0.16 $
0.16 $
1.61
1.60
(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 stock options that were not dilutive as of December 31, 2022.
113
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
28. Subsequent Events:
RPT Merger
On August 28, 2023, the Company and RPT announced that they had entered into a definitive merger agreement (the “Merger
Agreement”) pursuant to which the Company would acquire RPT through a series of mergers (collectively the “RPT
Merger”). On January 2, 2024, RPT merged with and into the Company, with the Company continuing as the surviving public
company. The RPT Merger added 56 open-air shopping centers, 43 of which are wholly owned and 13 of which are owned
through a joint venture, comprising 13.3 million square feet of GLA, to the Company’s existing portfolio of 523 properties.
In addition, pursuant to the RPT Merger, the Company obtained RPT’s 6% stake in a 49-property net lease joint venture.
Under the terms of the Merger Agreement, each RPT common share was converted into 0.6049 of a newly issued share of
the Company’s common stock, together with cash in lieu of fractional shares and each 7.25% Series D Cumulative
Convertible Perpetual Preferred Share of RPT was converted into the right to receive one depositary share representing one
one-thousandth of a share of Class N Preferred Stock of the Company having the rights, preferences and privileges
substantially as set forth in the Merger Agreement, in each case, without interest, and subject to any withholding required
under applicable law, upon the terms and subject to the conditions set forth in the Merger Agreement.
The provisional fair market value of the acquired properties will be based upon a valuation prepared by the Company with
assistance of a third-party valuation specialist. The Company has engaged a valuation specialist and is in the process of
preparing the valuation, including determining the inputs to be used by the third-party specialist in accordance with
management’s policy. Therefore, the total consideration, including the purchase price and its allocation, are not yet complete
as of this filing. Once the total consideration and purchase price and allocation are determined, any excess purchase price,
which could differ materially, may result in the recognition of goodwill, the amount of which may be significant.
The number of RPT shares/units outstanding as of January 2, 2024, converted to shares of the Company’s shares/units were
determined as follows (amounts presented in thousands, except per share data):
Common Shares
(1)
OP Units (2)
Cumulative
Convertible
Perpetual
Preferred Shares
(3)
RPT shares/units outstanding as of January 2, 2024
Exchange ratio
Kimco shares/units issued
87,675
0.6049
53,034
1,576
0.6049
953
Value of Kimco stock per share/unit
Equity consideration given from Kimco shares/units issued
$
$
22.0005 $
1,166,775 $
22.0005 $
20,975 $
1,849
1.0000
1,849
57.13
105,607
(1) The Company paid cash in lieu of issuing fractional Kimco common shares, which is included in “Cash Consideration” caption in the table below.
(2) Upon consummation of the RPT Merger, the Parent Company owns 99.86% of the outstanding OP Units in Kimco OP, which is no longer a
disregarded entity for federal income tax purposes.
(3) The Company issued 1,849 shares of Class N Preferred Stock with a par value of $1.00 per share, represented by 1,848,539 depositary shares. The
liquidation preference is $92.4 million ($50.00 per depositary share) and the shareholders are entitled to fixed annual dividends of $3.625 per
depositary share. The Class N Preferred Stock depositary shares are convertible at any time by the holders to 2.3071 of the Company’s common
shares or under certain circumstances by the Company’s election.
114
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
The following table presents the total value of stock consideration paid by Kimco at the close of the RPT Merger (in
thousands):
As of January 2, 2024
Calculated Value of
RPT Consideration
1,293,357
$
Cash
Consideration*
$
Total Value of
Consideration
148,881 $
1,442,238
* Amount includes $130.0 million to pay off the outstanding balance on RPT’s credit facility at closing, additional consideration of approximately
$18.9 million relating to transaction costs incurred by RPT and $0.1 million of cash paid in lieu of issuing fractional Kimco common shares.
In connection with the RPT Merger, the Company assumed $511.5 million of senior unsecured notes with maturities ranging
from 2026 to 2031, which bore interest at rates ranging from 3.64% to 4.74%. The RPT Merger triggered a change in control
and as such, in January 2024, the Company repaid these notes, including any accrued interest.
In addition, in connection with the RPT Merger, the Company assumed and amended $310.0 million of unsecured term loans,
which were outstanding under RPT's Sixth Amended and Restated Credit Agreement ("RPT Credit Facility"). The term loans
consist of the following tranches: (i) $50.0 million maturing in 2026, (ii) $100.0 million maturing in 2027, (iii) $50.0 million
maturing in 2027 and (iv) $110.0 million maturing in 2028. The Company entered into a Seventh Amended and Restated
Credit Agreement, through which the current term loans were terminated and new term loans were issued to replace the
current loans. The new term loans retained the amounts and maturities of the current term loans, however the rates (Adjusted
Term SOFR plus 0.905%) and covenants were revised to match those within the Company's Credit Facility. The rates fluctuate
in accordance with changes in Kimco’s senior debt ratings. The Company entered into swap rate agreements with various
lenders swapping the interest rates to fixed rates ranging from 4.674% to 4.875%.
Amended and Restated Limited Liability Company Agreement
On January 2, 2024, the Parent Company, as managing member of Kimco OP, entered into an amended and restated limited
liability company agreement of Kimco OP (the “Amended and Restated Limited Liability Company Agreement”), providing
for, among other things, the creation of Class N Preferred Units of Kimco OP, having the preferences, rights and limitations
set forth therein, and certain modifications to the provisions regarding LTIP Units (as defined in the Amended and Restated
Limited Liability Company Agreement), including provisions governing distribution and tax allocation requirements and the
procedures for converting LTIP Units.
Notes Payable
On January 2, 2024, the Company entered into a new $200.0 million unsecured term loan credit facility pursuant to a credit
agreement, among the Company, TD Bank, N.A., as administrative agent and the other parties thereto. This unsecured term
loan accrues interest at a spread (currently 0.850%) to the Adjusted Term SOFR Rate (as defined in the credit agreement) or,
at the Company’s option, a spread (currently 0.000%) to a base rate defined in the credit agreement, that in each case fluctuates
in accordance with changes in the Company’s senior debt ratings. The covenants are similar to those in the Company’s Credit
Facility, see Footnote 12 of the Notes to Consolidated Financial Statements.
In addition, in January 2024, the Company paid off the remaining $246.2 million of its 4.45% senior unsecured notes, which
were scheduled to mature in January 2024.
Albertsons Companies, Inc.
In February 2024, the Company sold its remaining 14.2 million shares of ACI held by the Company, generating net proceeds
of $299.1 million. For tax purposes, the Company will recognize a long-term capital gain of $288.7 million during the three
months ended March 31, 2024. The Company anticipates retaining the proceeds from this stock sale for general corporate
purposes and will incur estimated corporate taxes of $72.9 million on the taxable gain.
115
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Common Stock and Preferred
During January 2024, the Company’s Board of Directors approved the extension of the Company’s common stock share
repurchase program through February 28, 2026. In addition, the Company’s Board of Directors authorized the repurchase of
up to 891,000 depositary shares of Class L preferred stock, 1,047,000 depositary shares of Class M preferred stock, and
185,000 depositary shares of Class N preferred stock through February 28, 2026.
116
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2023, 2022 and 2021
(in thousands)
Balance at
beginning of
period
Charged to
expenses
Adjustments
to
valuation
accounts
Deductions
Balance at
end of
period
Year Ended December 31, 2023
Allowance for uncollectable accounts (1)
Allowance for deferred tax asset
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
$
$
$
$
$
$
(1)
Includes allowances on accounts receivable and straight-line rents.
6,982 $
- $
- $
- $
- $
3,776 $
(2,454) $
- $
4,528
3,776
8,339 $
4,067 $
- $
- $
- $
(4,067) $
(1,357) $
- $
6,982
-
22,377 $
36,957 $
- $
- $
- $
(32,890) $
(14,038) $
- $
8,339
4,067
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7
2
1
KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
As of December 31, 2023
(in thousands)
Description
Mortgage Loans:
Retail
Gresham, OR
Apopka, FL
Lynwood, CA
Crystal Lake, IL (i)
Jacksonville, FL
San Antonio, TX
Fairfax, VA
Euless, TX
Individually < 3% (c)
Nonretail
Individually < 3% (f)
Other Financing Loans:
Nonretail
Borrower A
Allowance for Credit losses:
Interest
Rate
Final
Maturity
Date
Periodic
Payment
Terms (a) Prior Liens
Original Face
Amount
of Mortgages
Carrying Amount
of
Mortgages (b)
8.00% Apr-24
14.00% Dec-24
9.00% Jun-25
10.50% Nov-26
10.00% Nov-26
12.50% Sep-27
8.00% May-29
10.00% Jun-29
(d)
(g)
(e)
(h)
$
I
I
I
I
I
I
I
I
I
P&I
7.00% Mar-31
P&I
- $
-
-
-
-
-
-
-
-
-
-
-
25,000 $
11,211
16,463
7,308
15,000
21,500
14,000
19,600
6,485
25,000
11,211
16,463
7,308
15,000
16,359
14,000
19,600
6,485
1,854
305
397
-
314
(1,300)
$
- $
138,818 $
130,745
(a) I = Interest only; P&I = Principal & Interest.
(b) The aggregate cost for Federal income tax purposes was approximately $130.7 million as of December 31, 2023.
(c) Comprised of two separate loans with original loan amounts ranging from $3.1 million to $3.4 million.
(d) Interest rates range from 7.00% to 12.00%.
(e) Maturity dates range from May 2033 to October 2053.
(f) Comprised of two separate loans with original loan amounts ranging from $0.5 million to $1.9 million.
(g) Interest rates range from 6.88% to 7.41%.
(h) Maturity dates range from October 2026 to December 2030.
(i) There was an outstanding undrawn mortgage loan balance of $7.0 million as of December 31, 2023, for which the Company, as a lender, accrues interest at
a rate of 0.5% per annum.
For a reconciliation of mortgage and other financing receivables from January 1, 2021 to December 31, 2023, see Footnote 11 of the Notes to the Consolidated
Financial Statements included in this Form 10-K.
The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2023, the
Company had a total of 13 loans, all of which are performing. The Company monitors the credit quality of its notes receivable
on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the
underlying collateral, the personal guarantees of the borrower and the prospects of the borrower.
The following table reconciles mortgage loans and other financing receivables from January 1, 2021 to December 31, 2023 (in
thousands):
Balance at January 1,
Additions:
2023
2022
2021
$
87,359 $
73,102 $
32,246
New mortgage and other loans (1)
43,519
75,063
55,307
Deductions:
Loan repayments (2)
Collections of principal
Allowance for credit losses
Other adjustments
Balance at December 31,
(35 )
(98 )
-
-
$
130,745 $
(60,211)
(95)
(500)
-
87,359 $
(13,646)
(130)
(370)
(305)
73,102
(1) During 2021, the Company acquired $13.4 million of mortgage loan receivables in connection with the merger with Weingarten.
(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.
1 28
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) and Form S-
8 (Nos. 333-238131, 333-85659, 333-167265, and 333-184776) of Kimco Realty Corporation of our report dated February 23,
2024 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 23, 2024
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.2
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-269102) of Kimco
Realty OP, LLC of our report dated February 23, 2024 relating to the financial statements and financial statement schedules,
which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 23, 2024
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Conor C. Flynn, certify that:
1. I have reviewed this Annual Report on Form 10-K of Kimco Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 23, 2024
/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 23, 2024
/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 23, 2024
/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 23, 2024
/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, 2023 (the “Report”)
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 23, 2024
/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, 2023 (the “Report”)
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 23, 2024
/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 Kimco OP for the year ended December 31, 2023 (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 23, 2024
/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 Kimco OP for the year ended December 31, 2023 (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 23, 2024
/s/ Glenn G. Cohen
Glenn G. Cohen
Chief Financial Officer
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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, KIMprN
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 2024 annual meeting, which
will be conducted via a live broadcast on
May 7, 2024. 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 2024 annual meeting by visiting
www.virtualshareholdermeeting.com/
KIM2024. The company will respond to
as many inquiries at the 2024 annual
meeting as time allows.
If you plan to attend the 2024 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 2024 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 2023 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 2,872 as of March 12, 2024.
Offices
Executive Offices
500 North Broadway
Suite 201
Jericho, NY 11753
516-869-9000
www.kimcorealty.com
Regional Offices
Phoenix, AZ
602-249-0670
Daly City, CA
650-301-3000
Roseville, CA
916-727-2100
Tustin, CA
949-252-3880
Vista, CA
760-727-1002
Newton, MA
617-933-2820
Fort Worth, TX
214-720-0559
Wilton, CT
203-761-8951
Timonium, MD
410-684-2000
Arlington, VA
703-415-7612
Hollywood, FL
954-923-8444
Charlotte, NC
704-367-0131
Woodbridge, VA
703-583-0071
Jacksonville, FL
904-260-6455
Ardmore, PA
610-896-7560
Bellevue, WA
425-373-3500
Corporate Directory
Board of Directors
Milton Cooper
Executive Chairman
Kimco Realty Corporation
Philip E. Coviello (1)(2)(3)
Partner*
Latham & Watkins LLP
Conor C. Flynn
Chief Executive Officer
Kimco Realty Corporation
Frank Lourenso (1)(2)(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)(2v)(3)
Chief Operating Officer
International Council of
Shopping Centers
Richard B. Saltzman (1v)(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
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
Strategic Operations
Kathleen Thayer
Senior Vice President
Corporate Accounting &
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
Eastern 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
Marissa Garcia
Vice President
Investments
Scott Gerber
Vice President
Risk
Brett N. Klein
Vice President
Financial Planning & Analysis
Jennifer Maisch
Vice President
Marketing & Corporate
Communications
Heather Medica
Vice President
Human Resources
Jonathon Siswick
Vice President
Lease Administration
Harvey G. Weinreb
Vice President
Tax
427086_Annual Report 2023-v15-for print.indd 4-6
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500 North Broadway, Suite 201, Jericho, NY 11753 | (833) 800-4343
kimcorealty.com
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