KIMCO REALTY CORP - Quarter Report: 2024 September (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM


	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended


	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: (Kimco Realty Corporation)

Commission File Number: (Kimco Realty OP, LLC)

(Exact name of registrant as specified in its charter)

(Kimco Realty Corporation)

(Kimco Realty OP, LLC)

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

, ,

(Address of principal executive offices) (Zip Code)

()

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Kimco Realty Corporation


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

.
.
.

Kimco Realty OP, LLC

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

None

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


	Kimco Realty Corporation  No ☐		Kimco Realty OP, LLC  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


	Kimco Realty Corporation  No ☐		Kimco Realty OP, LLC  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:


	☒	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company		Emerging growth company

Kimco Realty OP, LLC:


Large accelerated filer	☐	Accelerated filer	☐	☒
Smaller reporting company		Emerging growth 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.


	Kimco Realty Corporation ☐		Kimco Realty OP, LLC ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


	Kimco Realty Corporation Yes ☐ No		Kimco Realty OP, LLC Yes ☐ No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

As of October 22, 2024, Kimco Realty Corporation had shares of common stock outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarterly period ended September 30, 2024, of Kimco Realty Corporation (the “Company”) and Kimco Realty OP, LLC (“Kimco OP”). Prior to January 1, 2023, the Company’s business 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 September 30, 2024, the Parent Company owned 99.84% 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 unaudited Condensed Consolidated Financial Statements of the Parent Company and those of Kimco OP. Kimco OP’s capital currently includes OP Units owned by the Parent and non-controlling OP Units owned by third parties. OP Units owned by third parties are 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, members’ capital and noncontrolling interests 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 quarterly reports on Form 10-Q 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 Quarterly 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 Quarterly Report refers to actions or holdings of the 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 Quarterly Report, unless the context requires otherwise:

•

The “Company,” “we,” “our” or “us” refer to:

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.

•

“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 Parent Company and not the limited liability company interests of Kimco OP.


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	4

Condensed Consolidated Financial Statements of Kimco Realty Corporation and Subsidiaries (unaudited)

	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	4

	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2024 and 2023	5

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	6

	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2024 and 2023	7

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	9

Condensed Consolidated Financial Statements of Kimco Realty OP, LLC and Subsidiaries (unaudited)

	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	10

	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2024 and 2023	11

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	12

	Condensed Consolidated Statements of Changes in Capital for the Three and Nine Months Ended September 30, 2024 and 2023	13

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	15

Kimco Realty Corporation and Subsidiaries and Kimco Realty OP, LLC and Subsidiaries

	Notes to Condensed Consolidated Financial Statements (unaudited)	16

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	43

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	57

Item 4.	Controls and Procedures.	57

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	59

Item 1A.	Risk Factors.	59

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	59

Item 3.	Defaults Upon Senior Securities.	59

Item 4.	Mine Safety Disclosures.	60

Item 5.	Other Information.	60

Item 6.	Exhibits.	60

Signatures		61

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except share information)


	September 30, 2024			December 31, 2023
Assets:
Real estate, net of accumulated depreciation and amortization of $ and $, respectively	$			$
Investments in and advances to real estate joint ventures
Other investments
Cash, cash equivalents and restricted cash
Marketable securities
Accounts and notes receivable, net
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 (1)
Redeemable noncontrolling interests

Commitments and Contingencies (Footnote 19)

Stockholders' equity:
Preferred stock, $ par value, authorized shares; Issued and outstanding (in series) and shares, respectively; Aggregate liquidation preference $ and $, respectively
Common stock, $ par value, authorized and shares, respectively; Issued and outstanding and shares, respectively
Paid-in capital
Cumulative distributions in excess of net income		(	)		(	)
Accumulated other comprehensive (loss)/income		(	)
Total stockholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity	$			$

(1)

and $, respectively. Total liabilities include non-recourse liabilities of consolidated VIEs at September 30, 2024 and December 31, 2023 of $ and $, respectively. See Footnote 14 of the Notes to Condensed Consolidated Financial Statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(in thousands, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
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		(	)		(	)		(	)		(	)

Income before income taxes, net, equity in income of joint ventures, net, and equity in income from other investments, net

(Provision)/benefit for income taxes, net		(	)					(	)		(	)
Equity in income of joint ventures, net
Equity in income of other investments, net

Net income

Net income attributable to noncontrolling interests		(	)		(	)		(	)		(	)

Net income attributable to the Company

Preferred dividends, net		(	)		(	)		(	)		(	)

Net income available to the Company's common shareholders	$			$			$			$

Per common share:
Net income available to the Company's common shareholders:
-Basic	$			$			$			$
-Diluted	$			$			$			$

Weighted average shares:
-Basic
-Diluted

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income	$			$			$			$
Other comprehensive (loss)/income:
Unrealized gains related to defined benefit plan					(	)					(	)
Unrealized losses on cash flow hedges for interest payments, net		(	)					(	)
Equity in unrealized (losses)/gains on cash flow hedges for interest payments of unconsolidated investee, net		(	)					(	)
Other comprehensive loss		(	)		(	)		(	)		(	)

Comprehensive income

Comprehensive income attributable to noncontrolling interests		(	)		(	)		(	)		(	)

Comprehensive income attributable to the Company	$			$			$			$

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended September 30, 2024 and 2023

(unaudited)

(in thousands)

Retained

Earnings/

(Cumulative

Distributions

Accumulated

in Excess

Other

Total

Preferred Stock

Common Stock

Paid-in

of Net

Comprehensive

Stockholders'

Noncontrolling

Total

Issued

Amount

Issued

Amount

Capital

Income)

(Loss)/Income

Equity

Interests

Equity

Balance at July 1, 2023

(

)

Contributions from noncontrolling interests

Net income

Other comprehensive income:

Unrealized gains related to defined benefit plan

(

)

(

)

(

)

Equity in unrealized gains on cash flow hedges for
interest payments of unconsolidated investee, net

Redeemable noncontrolling interests income

(

)

(

)

Dividends declared to preferred shares

(

)

(

)

(

)

Dividends declared to common shares

(

)

(

)

(

)

Distributions to noncontrolling interests

(

)

(

)

Surrender of restricted common stock

(

)

(

)

(

)

(

)

Amortization of equity awards

Redemption/conversion of noncontrolling interests

(

)

(

)

(

)

(

)

Balance at September 30, 2023

(

)

Balance at July 1, 2024

(

)

Contributions from noncontrolling interests

Net income

Other comprehensive income:

Unrealized losses on cash flow hedges for interest
payments, net

(

)

(

)

(

)

Equity in unrealized losses on cash flow hedges for interest
payments of unconsolidated investee, net

(

)

(

)

(

)

Redeemable noncontrolling interests income

(

)

(

)

Dividends declared to preferred shares

(

)

(

)

(

)

Dividends declared to common shares

(

)

(

)

(

)

Repurchase of preferred stock

(

)

(

)

(

)

Distributions to noncontrolling interests

(

)

(

)

Surrender of restricted common stock

(

)

(

)

(

)

(

)

Amortization of equity awards

Redemption/conversion of noncontrolling interests

(

)

(

)

(

)

(

)

Adjustment of redeemable noncontrolling interests to
estimated fair value

(

)

(

)

(

)

Balance at September 30, 2024

(

)

(

)

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Nine Months Ended September 30, 2024 and 2023

(unaudited)

(in thousands)

Retained

Earnings/

(Cumulative

Distributions

Accumulated

in Excess

Other

Total

Preferred Stock

Common Stock

Paid-in

of Net

Comprehensive

Stockholders'

Noncontrolling

Total

Issued

Amount

Issued

Amount

Capital

Income)

(Loss)/Income

Equity

Interests

Equity

Balance at January 1, 2023

(

)

Contributions from noncontrolling interests

Net income

Other comprehensive income:

Unrealized gains related to defined benefit plan

(

)

(

)

(

)

Equity in unrealized gains on cash flow hedges for
interest payments of unconsolidated investee, net

Redeemable noncontrolling interests income

(

)

(

)

Dividends declared to preferred shares

(

)

(

)

(

)

Dividends declared to common shares

(

)

(

)

(

)

Repurchase of preferred stock

(

)

(

)

(

)

Distributions to noncontrolling interests

(

)

(

)

Issuance of common stock

(

)

Surrender of restricted common stock

(

)

(

)

(

)

(

)

(

)

Exercise of common stock options

Amortization of equity awards

Redemption/conversion of noncontrolling interests

(

)

(

)

(

)

(

)

Balance at September 30, 2023

(

)

Balance at January 1, 2024

(

)

Contributions from noncontrolling interests

Net income

Other comprehensive income:

Unrealized losses on cash flow hedges for interest
payments, net

(

)

(

)

(

)

Equity in unrealized losses on cash flow hedges for interest
payments of unconsolidated investee, net

(

)

(

)

(

)

Redeemable noncontrolling interests income

(

)

(

)

Dividends declared to preferred shares

(

)

(

)

(

)

Dividends declared to common shares

(

)

(

)

(

)

Repurchase of preferred stock

(

)

(

)

(

)

Distributions to noncontrolling interests

(

)

(

)

Issuance of preferred stock for merger (1)

Issuance of common stock for merger (1)

Issuance of common stock

(

)

Noncontrolling interests assumed from the merger (1)

Surrender of restricted common stock

(

)

(

)

(

)

(

)

(

)

Amortization of equity awards

Redemption/conversion of noncontrolling interests

(

)

(

)

(

)

(

)

Adjustment of redeemable noncontrolling interests to
estimated fair value

(

)

(

)

(

)

Balance at September 30, 2024

(

)

(

)

(1)

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities:
Net income	$			$
Adjustments to reconcile net income to net cash flow 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		(	)		(	)
Equity award expense
Gain on sale of properties		(	)		(	)
Loss/(gain) on marketable securities, net					(	)
Change in fair value of embedded derivative liability		(	)
Equity in income of joint ventures, net		(	)		(	)
Equity in income of 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 RPT Realty		(	)
Investment in marketable securities		(	)		(	)
Proceeds from sale of marketable securities
Investment in cost method investment		(	)		(	)
Investments in and advances to real estate joint ventures		(	)		(	)
Reimbursements of investments in and advances to real estate joint ventures
Investments in and advances to other investments		(	)		(	)
Reimbursements of investments in and advances to other investments
Investment in mortgage and other financing receivables		(	)		(	)
Collection of mortgage and other financing receivables
Proceeds from sale of properties
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 issuance of unsecured term loans
Proceeds from issuance of unsecured notes
Repayments of unsecured term loans		(	)
Repayments of unsecured notes		(	)
Financing origination costs		(	)		(	)
Contributions from noncontrolling interests
Redemption/distribution of noncontrolling interests		(	)		(	)
Dividends paid		(	)		(	)
Proceeds from issuance of stock
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 the period
Cash, cash equivalents and restricted cash, end of the period	$			$

Interest paid (net of capitalized interest of $ and $, respectively)	$			$

Income taxes paid, net of refunds	$			$

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except unit information)


	September 30, 2024			December 31, 2023
Assets:
Real estate, net of accumulated depreciation and amortization of $ and $, respectively	$			$
Investments in and advances to real estate joint ventures
Other investments
Cash, cash equivalents and restricted cash
Marketable securities
Accounts and notes receivable, net
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 (1)
Redeemable noncontrolling interests

Commitments and Contingencies (Footnote 19)

Members' capital:
Preferred units; and units outstanding, respectively
General member; and common units outstanding, respectively
Limited members; common units outstanding at September 30, 2024
Accumulated other comprehensive (loss)/income		(	)
Total members' capital
Noncontrolling interests
Total capital
Total liabilities and capital	$			$

(1)

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(in thousands, except per unit data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
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		(	)		(	)		(	)		(	)

Income before income taxes, net, equity in income of joint ventures, net, and equity in income from other investments, net

(Provision)/benefit for income taxes, net		(	)					(	)		(	)
Equity in income of joint ventures, net
Equity in income of other investments, net

Net income

Net income attributable to noncontrolling interests		(	)		(	)		(	)		(	)

Net income attributable to Kimco OP

Preferred distributions, net		(	)		(	)		(	)		(	)

Net income available to Kimco OP's common unitholders	$			$			$			$

Per common unit:
Net income available to Kimco OP's common unitholders:
-Basic	$			$			$			$
-Diluted	$			$			$			$

Weighted average units:
-Basic
-Diluted

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income	$			$			$			$
Other comprehensive (loss)/income:
Unrealized gains related to defined benefit plan					(	)					(	)
Unrealized losses on cash flow hedges for interest payments, net		(	)					(	)
Equity in unrealized (losses)/gains on cash flow hedges for interest payments of unconsolidated investee, net		(	)					(	)
Other comprehensive loss		(	)		(	)		(	)		(	)

Comprehensive income

Comprehensive income attributable to noncontrolling interests		(	)		(	)		(	)		(	)

Comprehensive income attributable to Kimco OP	$			$			$			$

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

For the Three Months Ended September 30, 2024 and 2023

(unaudited)

(in thousands)

Accumulated

General Member

Limited Members

Other

Total

Preferred Units

Common Units

Comprehensive

Members'

Noncontrolling

Total

Issued

Amount

Issued

Amount

Issued

Amount

(Loss)/Income

Capital

Interests

Capital

Balance at July 1, 2023

Contributions from noncontrolling interests

Net income

Other comprehensive income:

Unrealized gains related to defined benefit plan

(

)

(

)

(

)

Equity in unrealized gains on cash flow hedges for
interest payments of unconsolidated investee, net

Redeemable noncontrolling interests income

(

)

(

)

Distributions declared to preferred unitholders

(

)

(

)

(

)

Distributions declared to common unitholders

(

)

(

)

(

)

Distributions to noncontrolling interests

(

)

(

)

Surrender of restricted common units

(

)

(

)

(

)

(

)

Amortization of equity awards

Redemption/conversion of noncontrolling interests

(

)

(

)

(

)

(

)

Balance at September 30, 2023

Balance at July 1, 2024

Contributions from noncontrolling interests

Net income

Other comprehensive income:

Unrealized losses on cash flow hedges for interest
payments, net

(

)

(

)

(

)

Equity in unrealized losses on cash flow hedges for interest
payments of unconsolidated investee, net

(

)

(

)

(

)

Redeemable noncontrolling interests income

(

)

(

)

Distributions declared to preferred unitholders

(

)

(

)

(

)

Distributions declared to common unitholders

(

)

(

)

(

)

(

)

Repurchase of preferred units

(

)

(

)

(

)

Distributions to noncontrolling interests

(

)

(

)

Surrender of restricted common units

(

)

(

)

(

)

(

)

Amortization of equity awards

Redemption/conversion of noncontrolling interests

(

)

(

)

(

)

(

)

Adjustment of redeemable noncontrolling interests to estimated fair value

(

)

(

)

(

)

Balance at September 30, 2024

(

)

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

For the Nine Months Ended September 30, 2024 and 2023

(unaudited)

(in thousands)

Accumulated

General Member

Limited Members

Other

Total

Preferred Units

Common Units

Comprehensive

Members'

Noncontrolling

Total

Issued

Amount

Issued

Amount

Issued

Amount

(Loss)/Income

Capital

Interests

Capital

Balance at January 1, 2023

Contributions from noncontrolling interests

Net income

Other comprehensive income:

Unrealized gains related to defined benefit plan

(

)

(

)

(

)

Equity in unrealized gains on cash flow hedges for
interest payments of unconsolidated investee, net

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

Surrender of restricted common units

(

)

(

)

(

)

(

)

Exercise of common stock options

Amortization of equity awards

Redemption/conversion of noncontrolling interests

(

)

(

)

(

)

(

)

Balance at September 30, 2023

Balance at January 1, 2024

Contributions from noncontrolling interests

Net income

Other comprehensive income:

Unrealized losses on cash flow hedges for interest
payments, net

(

)

(

)

(

)

Equity in unrealized losses on cash flow hedges for interest
payments of unconsolidated investee, net

(

)

(

)

(

)

Redeemable noncontrolling interests income

(

)

(

)

Distributions declared to preferred unitholders

(

)

(

)

(

)

Distributions declared to common unitholders

(

)

(

)

(

)

(

)

Repurchase of preferred units

(

)

(

)

(

)

Distributions to noncontrolling interests

(

)

(

)

Issuance of preferred units for merger (1)

Issuance of common units for merger (1)

Issuance of common units

Redemption of common units

(

)

(

)

(

)

Surrender of restricted common units

(

)

(

)

(

)

(

)

Amortization of equity awards

Redemption/conversion of noncontrolling interests

(

)

(

)

(

)

(

)

Adjustment of redeemable noncontrolling interests to estimated fair
value

(

)

(

)

(

)

Balance at September 30, 2024

(

)

(1)

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities:
Net income	$			$
Adjustments to reconcile net income to net cash flow 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		(	)		(	)
Equity award expense
Gain on sale of properties		(	)		(	)
Loss/(gain) on marketable securities, net					(	)
Change in fair value of embedded derivative liability		(	)
Equity in income of joint ventures, net		(	)		(	)
Equity in income of 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 RPT Realty		(	)
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
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 issuance of unsecured term loans
Proceeds from issuance of unsecured notes
Repayments of unsecured term loans		(	)
Repayments of unsecured notes		(	)
Financing origination costs		(	)		(	)
Contributions from noncontrolling interests
Redemption/distribution of noncontrolling interests		(	)		(	)
Distributions paid to common and preferred unitholders		(	)		(	)
Proceeds from issuance of units
Repurchase of preferred units		(	)		(	)
Units 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 the period
Cash, cash equivalents and restricted cash, end of the period	$			$

Interest paid (net of capitalized interest of $ and $, respectively)	$			$

Income taxes paid, net of refunds	$			$

The accompanying notes are an integral part of these condensed consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

% 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 Quarterly Report on Form 10-Q. 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 condensed consolidated financial statements.

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 open-air shopping centers, of which were wholly owned and of which are owned through a joint venture, comprising million square feet of gross leasable area (“GLA”). In addition, as a result of the RPT Merger, the Company obtained RPT’s % stake in a -property net lease joint venture.

Under the terms of the Merger Agreement, each RPT common share was converted into of a newly issued share of the Company’s common stock, together with cash in lieu of fractional shares, and each % 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 newly issued % Class N Cumulative Convertible Perpetual Preferred Stock, par value $ per share (“Class N Preferred Stock”).

During the nine months ended September 30, 2024, the Company incurred expenses of $ million associated with the RPT Merger, primarily comprised of severance, legal and professional fees. See Footnote 3 of the Notes to Condensed Consolidated Financial Statements for further details.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The of this ASU did have a material impact on the Company’s financial position and/or results of operations.

open-air shopping centers, of which were wholly owned and of which are owned through a joint venture, comprising million square feet of GLA. In addition, pursuant to the RPT Merger, the Company obtained RPT’s % stake in a -property net lease joint venture.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

of a newly issued share of the Company’s common stock, together with cash in lieu of fractional shares and each % 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.

Exchange ratio

Kimco shares/units issued

Value of Kimco stock per share/unit

Equity consideration given from Kimco shares/units issued

(1)

* million to pay off the outstanding balance on RPT’s credit facility at closing, additional consideration of approximately $ million relating to transaction costs incurred by RPT and $ million of cash paid in lieu of issuing fractional Kimco common shares.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

billion.

(

)

Building and improvements

In-place leases

(

)

Above-market leases

(

)

Real estate assets

Investments in and advances to real estate joint ventures

Investments in and advances to other investments

Operating lease right-of-use assets, net

Accounts receivable and other assets

Total assets acquired

Notes payable

(

)

(

)

Accounts payable and other liabilities

(

)

(

)

(

)

Operating lease liabilities

(

)

(

)

Below-market leases

(

)

(

)

Total liabilities assumed

(

)

(

)

(

)

Total purchase price

The provisional fair market value of the acquired properties is based upon a valuation prepared by the Company with assistance of a third-party valuation specialist. The Company is in the process of reviewing the assumptions and inputs used by the third-party valuation specialist to ensure reasonableness and that the procedures are performed in accordance with management’s policy. Therefore, the final acquisition accounting adjustments, including the purchase price and its allocation, are not yet complete as of this filing. Once the purchase price and allocation are complete, an adjustment to the provisional purchase price or allocation may occur. Additionally, any excess purchase price, which could differ materially, may result in the recognition of goodwill, the amount of which may be significant.

Building improvements

Tenant improvements

In-place leases

Above-market leases

Below-market leases

Operating right-of-use assets

Since the date of the Merger through September 30, 2024, the revenue and earnings from RPT included in the Company’s Condensed Consolidated Statements of Income are $ million and $ million (excluding $ million of merger-related charges), respectively.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Net income (1)

Net income available to the Company’s common shareholders (1)

(1)

million and $ million, respectively, while the pro forma earnings for the nine months ended September 30, 2023 was adjusted to include merger-related charges of $ million.

Crossroads Plaza Parcel

Cary, NC

Jan-23

Northridge Shopping Center Parcel

Arvada, CO

Jan-23

Stafford Marketplace Parcel (2)

Stafford, VA

Feb-23

Tustin Heights (1)

Tustin, CA

Mar-23

Marlton Plaza Parcel

Cherry Hill, NJ

Jul-23

Stonebridge at Potomac Town Center

Woodbridge, VA

Aug-23

(1)

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 Condensed Consolidated Statements of Income. The Company previously held an ownership interest of % in these property interests. See Footnote 5 of the Notes to Condensed Consolidated Financial Statements.

(2)

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

n/a

Building

Building improvements

Tenant improvements

In-place leases

Above-market leases

Below-market leases

(

)

Other assets

n/a

Other liabilities

(

)

n/a

Net assets acquired

In October 2024, the Company acquired Waterford Lakes Town Center, which was comprised of square feet of GLA, located in Orlando, Florida, for a purchase price of $ million, including the assumption of a $ million mortgage loan.

Dispositions

Gain on sale of properties (4)

Number of properties sold

Number of parcels sold/deconsolidated (2)

(1)

million related to the sale of nine operating properties. See Footnote 10 of the Notes to Condensed Consolidated Financial Statements for mortgage receivable loan disclosure.

(2)

million. As a result, the Company no longer consolidates this land parcel and has a non-controlling interest in this investment. See Footnote 6 of the Notes to Condensed Consolidated Financial Statements for preferred equity investment disclosure.

(3)

million related to the sale of an operating property located in Gresham, OR.

(4)

million and taxes of $ million for the nine months ended September 30, 2023.

Impairments

During the nine months ended September 30, 2024, the Company recognized aggregate impairment charges related to adjustments to property carrying values of $ million, 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. See Footnote 15 of the Notes to Condensed Consolidated Financial Statements for fair value disclosure.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Kimco Income Opportunity Portfolio (“KIR”)

R2G Venture LLC (“R2G”) (1)

Canada Pension Plan Investment Board (“CPP”)

Other Institutional Joint Ventures

Various

Other Joint Venture Programs (2)

Various

Total*

* property interests, other property interests and million square feet of GLA, as of September 30, 2024, and property interests and million square feet of GLA, as of December 31, 2023.

(1)

million at the time of Merger, representing property interests.

(2)

million at the time of Merger, representing other property interests.

KIR

R2G

CPP

Other Institutional Joint Ventures

Other Joint Venture Programs

Total

During the nine months ended September 30, 2024, certain of the Company’s real estate joint ventures disposed of an operating property and other property interest, in separate transactions, for an aggregate sales price of $ million. These transactions resulted in an aggregate net gain to the Company of $ million for the nine months ended September 30, 2024.

During the nine months ended September 30, 2023, the Company acquired the remaining % interest in three operating properties from Prudential Investment Program, in separate transactions, with an aggregate gross fair value of $ 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 $ million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests. See Footnote 4 of the Notes to Condensed Consolidated Financial Statements for the operating properties acquired by the Company.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

KIR

R2G (1)

CPP

Other Institutional Joint Ventures

Other Joint Venture Programs (2)

Total

(1)

million (including a fair market value adjustment of $ million).

(2)

million (including a fair market value adjustment of $ million).

million. In addition, the Company has invested capital in structured investments, which are primarily accounted for on the equity method of accounting. As of September 30, 2024, the Company’s Other investments were $ million, of which the Company’s net investment under the Preferred Equity program was $ million.

During the nine months ended September 30, 2024, the Company converted its $ million preferred equity investment into mezzanine loan financing for a property in San Antonio, TX. In addition, the Company acquired the outstanding senior mortgage loan of $ million encumbering the property. See Footnote 10 of the Notes to the Condensed Consolidated Financial Statements for mortgage and other financing receivable disclosure.

During the nine months ended September 30, 2023, the Company contributed a land parcel and related entitlements, located in Ardmore, PA, into a preferred equity investment with a gross value of $ million. As a result, the Company no longer consolidates this land parcel and has a non-controlling interest in this investment.

Unrealized gain

Total fair value

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(

)

Dividend income (included in Other income, net
and Special dividend income)

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):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Gain/(loss) on marketable securities, net	$			$			$	(	)	$
Less: Net (gain)/loss recognized related to marketable securities sold		(	)		(	)
Unrealized gain related to marketable securities still held	$			$			$			$

During the nine months ended September 30, 2024, the Company sold its remaining million shares of common stock of Albertsons Companies Inc. (“ACI”) held by the Company, generating net proceeds of $ million. For tax purposes, the Company recognized a long-term capital gain of $ million during the nine months ended September 30, 2024. The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and, as a result, recorded estimated federal and state taxes of $ million on the taxable gain.

During the nine months ended September 30, 2023, the Company received a $ million special dividend payment on its shares of ACI common stock and recognized this as Special dividend income on the Company’s Condensed Consolidated Statements of Income. As a result, the Company’s Board of Directors declared a $ 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.

Also, during the nine months ended September 30, 2023, the Company sold million shares of ACI common stock held by the Company, generating net proceeds of $ million. For tax purposes, the Company recognized a long-term capital gain of $ million. The Company elected to retain the proceeds from this stock sale for general corporate purposes and paid federal and state taxes of $ million on the taxable gain.

Unbilled common area maintenance, insurance and tax reimbursements

Other receivables

Straight-line rent receivables

Total accounts and notes receivable, net

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Variable lease income (2)

Above-market and below-market leases amortization, net

Adjustments for potentially uncollectible lease income or
disputed amounts

(

)

(

)

(

)

(

)

Total lease income

(1)

(2)

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 to years, some of which include options to extend the terms for up to an additional years.

In connection with the RPT Merger, the Company obtained a $ million operating right-of-use asset (excluding an intangible right-of-use asset of $ million) in exchange for a new operating lease liability related to a property under an operating ground lease agreement. In addition, the Company obtained a finance intangible right-of-use asset of $ million (which is included in Other assets on the Company’s Condensed Consolidated Balance Sheets).

The Company has three properties under finance leasing arrangements that consist of variable lease payments with a bargain purchase option. As of September 30, 2024, the finance right-of-use assets of $ million are included in Other assets on the Company’s Condensed Consolidated Balance Sheets and finance lease liabilities of $ million are included in Other liabilities on the Company’s Condensed Consolidated Balance Sheets.

Weighted-average discount rate

Operating lease cost

Variable lease cost

Total lease cost

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Feb-29

Mar-24

Mar-29

Mar-24 (1)

%-%

Mar-29-Mar-34

Apr-24

Oct-34

Apr-24

Apr-27

Jun-24

Jul-29

Jun-24 (2)

Jun-25

Jun-24 (2)

Jun-34

Aug-24

Aug-28

Apr-24-Sept-24

Nov-26

(1)

(2)

During the nine months ended September 30, 2024, the Company incurred charges of $ million in allowance for credit loss relating to its mortgage and other financing receivables.

%-%

Mar-29-Mar-34

Jun-24

Dec-24

Sept-24

Oct-24

billion Credit Facility with a group of banks. 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 can be increased to $ 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 Secured Overnight Financing Rate (“SOFR”), as defined in the terms of the Credit Facility, plus basis points and fluctuates in accordance with the Company’s credit ratings. The interest rate can be further adjusted upward or downward based on the sustainability metric targets and the Company’s credit rating outlook, as defined in the agreement. As of September 30, 2024, the interest rate on the Credit Facility is Adjusted Term SOFR plus basis points (% as of September 30, 2024) after reductions for sustainability metrics achieved and an upgraded credit rating profile. Pursuant to the terms of the Credit Facility, the Company is subject to certain covenants. As of September 30, 2024, the Credit Facility had outstanding balance, no appropriations for letters of credit, and the Company was in compliance with its covenants.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

%-%

Unsecured term loan (2)

(1)

million resulting from this early repayment of these notes, which are included in Merger charges on the Company’s Condensed Consolidated Statements of Income.

(2)

% and fluctuate based on credit rating profile and achieving sustainability metric targets, as described in the agreement) and covenants were revised to match those within the Company’s Credit Facility. As of September 30, 2024, the interest rate on these term loans is Adjusted Term SOFR plus basis points after reductions for sustainability metrics achieved and an upgraded credit rating profile. The Company entered into swap rate agreements with various lenders swapping the interest rates to all-in fixed rates (ranging from % to % as of September 30, 2024). See Footnote 12 of the Notes to Condensed Consolidated Financial Statements for interest rate swap disclosure.

million in senior unsecured notes, which are scheduled to mature in March 2035 and accrue interest at a rate of % per annum. These senior unsecured notes are guaranteed by the Parent Company.

On January 2, 2024, the Company entered into a new $ million unsecured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a credit agreement, which matures in January 2026, with three one-year extension options. The Term Loan Credit Facility accrues interest at a spread (currently % after reductions for sustainability metrics achieved and an upgraded credit rating profile) to the Adjusted Term SOFR Rate (as defined in the credit agreement), that fluctuates in accordance with changes in the Company’s senior debt ratings. In addition, during the three months ended September 30 2024, the Company amended the Term Loan Credit Facility, in separate transactions, to increase the aggregate principal amount from $ million to $ million. The additional $ million is subject to the same terms as the existing Term Loan Credit Facility. As of September 30, 2024, the Company had swap rate agreements with various lenders swapping the overall interest rate on the $ million Term Loan Credit Facility to an all-in fixed rate of %. See Footnote 12 of the Notes to Condensed Consolidated Financial Statements for interest rate swap disclosure.

Unsecured note

Mortgages Payable

During the nine months ended September 30, 2024, the Company repaid $ million of mortgage debt that encumbered operating properties.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

interest rate swap agreements with notional amounts aggregating to $ million. The Company did not enter into any interest rate swap agreements during 2023. The interest rate swap agreements are designated as cash flow hedges and are held by the Company to reduce the impact of changes in interest rates on variable rate debt. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized as Interest expense in the Company’s Condensed Consolidated Statements of Income. If the hedges are deemed to be effective, the fair value is included within the Accumulated other comprehensive (loss)/income (“AOCI”) on the Company’s Condensed Consolidated Balance Sheets, and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of September 30, 2024, all interest rate swaps were deemed effective and are therefore included within AOCI. As of September 30, 2024, the Company expects approximately $ million of accumulated comprehensive income on derivative instruments to be reclassified into earnings as a reduction to interest expense during the next 12 months.

The interest rate swaps are measured at fair value using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company classifies the interest rate swaps as Level 2 and are measured on a recurring basis.

$ Million Term Loan

(

)

(

)

Interest rate swaps

$ Million Term Loan

(

)

(

)

Interest rate swaps

$ Million Term Loan

(

)

(

)

Interest rate swaps

$ Million Term Loan

(

)

(

)

Interest rate swaps

$ Million Term Loan

(

)

(

)

Interest rate swaps

$ Million Term Loan

(

)

(

)

Interest rate swap

$ Million Term Loan

(

)

(

)

(

)

(

)

(1)

(2)

)

(

)

Amount reclassified from AOCI into income as Interest expense

Total amount of Interest expense presented in the Condensed Consolidated
Statements of Income in which the effects of cash flow hedges
are being recorded

(

)

(

)

The Company has interests in certain unconsolidated joint ventures, which have interest rate swaps. As of September 30, 2024 and December 31, 2023, the Company’s share of the change in fair value of the cash flow hedges for interest payments was $ million and $ million, respectively, which is included within Accumulated other comprehensive (loss)/income on the Company’s Condensed Consolidated Balance Sheets.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

OP units in Kimco OP, which had a fair market value of $ million. Upon consummation of the RPT Merger, the Parent Company owned % of the outstanding OP Units in Kimco OP, which is no longer a disregarded entity for federal income tax purposes. In addition, during the nine months ended September 30, 2024, the Parent Company issued long-term incentive plan units (“LTIP Units”) OP Units. See Footnote 16 of the Notes to Condensed Consolidated Financial Statements for further disclosure. As of September 30, 2024, the Parent Company owned % of the outstanding OP units in Kimco OP.

During the nine months ended September 30, 2024, the Company acquired the remaining outside partners’ interests in a consolidated property for a purchase price of $ million. This transaction resulted in a decrease in Noncontrolling interests of $ million and a corresponding decrease in Paid-in capital of $ million on the Company’s Condensed Consolidated Balance Sheets.

The Company owns shopping center properties located in Long Island, NY, which were acquired during 2022, partially through the issuance of $ million of Preferred Outside Partner Units and $ million of Common Outside Partner Units. The noncontrolling interest is classified as mezzanine equity and included in Redeemable noncontrolling interests on the Company’s Condensed 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 2024, Preferred Outside Partner Units and Common Outside Partner Units were redeemed for cash of $ million, in separate transactions. These transactions resulted in a net decrease in Redeemable noncontrolling interests of $ million and a decrease in the embedded derivative liability in Other liabilities of $ million on the Company’s Condensed Consolidated Balance Sheets. As of September 30, 2024, the Outside Partner Units related to these acquisitions total $ million, including noncontrolling interests of $ million and an embedded derivative liability associated with put and call options of these unitholders of $ million.

Common Outside Partner Units

Equal to the Company’s common stock dividend

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 Stockholders’ equity on the Company’s Condensed Consolidated Balance Sheets.

Net income

Distributions

(

)

(

)

Redemption/conversion of noncontrolling interests

(

)

Adjustment to estimated redemption value

Balance at September 30,

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

and 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 September 30, 2024, total assets of these VIEs were $ billion, and total liabilities were $ million. At December 31, 2023, total assets of these VIEs were $ billion, and total liabilities were $ million.

The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.

All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). The assets of the unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining VIE assets are encumbered by third-party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE.

Number of encumbered VIEs

Total number of consolidated VIEs

Restricted Assets:

Real estate, net

Cash, cash equivalents and restricted cash

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

Included in the Company’s preferred equity investments at September 30, 2024, 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.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

million, which is included in Other investments on the Company’s Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is the Company’s carrying value in this investment. 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 construction loan financing or capital contributions from the Company and the outside partner in accordance with their respective ownership percentages if necessary.

Liabilities:

Notes payable, net (2)

Senior unsecured notes

Level 2

Term loans

Level 3

Mortgages payable, net (3)

Level 3

(1)

million and $ million as of September 30, 2024 and December 31, 2023, respectively.

(2)

The million and $ million as of September 30, 2024 and December 31, 2023, respectively.

(3)

million and $ million as of September 30, 2024 and December 31, 2023, 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, interest rate swaps 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.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Liabilities:

Interest rate swaps derivative liabilities

Embedded derivative liability

Balance at
December 31, 2023

Level 1

Level 2

Level 3

Assets:

Marketable equity securities

Liabilities:

Embedded derivative liability

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 % and % as of September 30, 2024 and December 31, 2023, respectively.

Settlements

(

)

Change in fair value (included in Other income, net)

(

)

Balance as of September 30,

During the nine months ended September 30, 2024 and 2023, the Company recognized impairment charges related to adjustments to property carrying values of $ million and $ million, respectively. 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.

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, LTIP Units, stock payments and deferred stock awards. At September 30, 2024, the Company had million shares of common stock available for issuance under the Equity 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, performance shares and LTIP Units, be recognized in the Condensed 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 calculated based on the price on the date of grant.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

million and $ million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the Company had $ million of total unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to be recognized over a weighted-average period of approximately years.

Restricted Stock

Granted (1)

Vested

(

)

(

)

Forfeited

(

)

(

)

Restricted stock outstanding as of September 30,

(1)

and $, respectively.

Performance Shares

Granted (1)

Vested (2)

(

)

(

)

Performance share awards outstanding as of September 30,

(1)

and $, respectively.

(2)

and shares, respectively.

Dividend yield (1)

Risk-free interest rate

Volatility (2)

Term of the award (years)

(1)

percent dividend yield is utilized.

(2)

Time-Based LTIP Units

During the nine months ended September 30, 2024, the Company granted to certain employees and directors LTIP Units with time-based vesting requirements (“Time-Based LTIP Units”) and a weighted average grant-date fair value of $ per unit that vest

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

subject to continued employment. Compensation expense for these units is being recognized over a five-year period.

The aggregate grant-date fair value of the Time-Based LTIP Units for the nine months ended September 30, 2024 was $ million. Granted Time-Based LTIP Units do not have redemption rights, but any OP Units into which units are converted are entitled to redemption rights. The Time-Based LTIPs were valued based on the Company’s closing common share price on the date of grant.

Performance-Based LTIP Units

During the nine months ended September 30, 2024, the Company granted to certain employees LTIP Units with performance-based vesting requirements (“Performance-Based LTIP Units”) and a weighted average grant-date fair value of $ per unit.

Performance-Based LTIP Units are performance-based equity compensation pursuant to which participants have the opportunity to earn LTIP Units based on the total shareholder return of the Company’s common shares relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors, over the defined performance period. Any Performance-Based LTIP Units that are earned vest at the end of the performance period. Compensation expense for these units is recognized over the performance period.

million, valued using Monte Carlo simulations based on the following significant assumptions:


	2024
Stock price
Dividend yield (1)
Risk-free interest rate		%
Volatility (2)		%
Term of the award (years)

(1)

percent dividend yield is utilized.

(2)

Class M

Class N (1)

N/A

(1)

shares of Class N Preferred Stock with a par value of $ per share, represented by depositary shares, which had a fair market value of $ million. The Class N Preferred Stock depositary shares are convertible by the holders at an exchange ratio of into the Company’s common shares or under certain circumstances by the Company’s election. As of September 30, 2024, the Class N Preferred Stock was potentially convertible into million shares of common stock.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Class M

During January 2024, the Company’s Board of Directors authorized the repurchase of up to depositary shares of Class L Preferred Stock, depositary shares of Class M Preferred Stock, and depositary shares of Class N Preferred Stock through February 28, 2026.

The Class L, M and N 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, M or N Preferred Stock may vote, including any actions by written consent, each share of the Class L, M or N 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, M or N 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, M or N Preferred Stock). As a result, each Class L, M or N Depositary Share is entitled to one vote.

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 $ per share, with an aggregate gross purchase price of up to $ million. The Company did t repurchase any shares of common stock under the share repurchase program during the nine months ended September 30, 2024. As of September 30, 2024, the Company had $ million available under this common 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 $ per share, with an aggregate gross sales price of up to $ 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 t issue any shares under the ATM Program during the nine months ended September 30, 2024. As of September 30, 2024, the Company had $ million available under this ATM Program.

In connection with the RPT Merger, each RPT common share was converted into shares of newly issued Kimco common stock, resulting in approximately million common shares being issued in connection with the RPT Merger.

Dividends Declared

Class L Depositary Shares

Class M Depositary Shares

Class N Depositary Shares

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Acquisition of real estate interests from a lease modification

Disposition of real estate interests through the issuance of mortgage and other financing
receivables

Decrease in other investments through the issuance of mortgage and other financing receivables

Deconsolidation of real estate interests through contribution to other investments

Surrender of common stock/units

Declaration of dividends paid in succeeding period

Capital expenditures accrual

Lease liabilities arising from obtaining operating right-of-use assets

Decrease in redeemable noncontrolling interests’ carrying amount, net

RPT Merger:

Real estate assets, net

Investment in real estate joint ventures

Investment in other investments

Other assets and liabilities, net

(

)

Notes payable

(

)

Lease liabilities arising from obtaining operating right-of-use assets

(

)

Non-controlling interest

(

)

Preferred stock issued in exchange for RPT preferred shares

(

)

Common stock issued in exchange for RPT common shares

(

)

Consolidation of Joint Ventures:

Increase in real estate and other assets, net

Increase in mortgage payables

Restricted cash

Total cash, cash equivalents and restricted cash

million.

Funding Commitments

The Company has investments with funding commitments of $ million, of which $ million has been funded as of September 30, 2024.

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.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 $ million outstanding at September 30, 2024. 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.

In connection with the RPT Merger, the Company provides a guaranty for the payment of any debt service shortfalls on the City of Jacksonville Series 2005A bonds, which are tax increment revenue bonds issued in connection with a redevelopment project in Jacksonville, FL. Repayment of the bonds is to be made in accordance with a level-payment amortization schedule over 20 years, and repayments are made out of tax revenues generated by the redevelopment. The remaining debt service payments due over the life of the bonds, including principal and interest, are $ million as of September 30, 2024. There have been no payments made by the Company under this guaranty agreement to date and the Company does not expect to make any payments over the life of the agreement.

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 September 30, 2024.

Other comprehensive (loss)/income before reclassifications

(

)

(

)

(

)

(

)

(

)

Amounts reclassed from AOCI

(

)

(

)

(

)

(

)

(

)

(

)

Net current-period other comprehensive loss

(

)

(

)

(

)

(

)

(

)

(

)

Balance at end of period

(

)

(

)

(

)

(

)

Three Months Ended September 30, 2023

Nine Months Ended September 30, 2023

Defined
Benefit Plan

Cash Flow Hedges for Interest Payments of Unconsolidated Investee

Total

Defined
Benefit Plan

Cash Flow Hedges for Interest Payments of Unconsolidated Investee

Total

Balance at beginning of period

Other comprehensive income before reclassifications

Amounts reclassified from AOCI

(

)

(

)

(

)

(

)

Net current-period other comprehensive (loss)/income

(

)

(

)

(

)

(

)

Balance at end of period

On the Company’s Condensed Consolidated Statements of Income, unrealized gains and losses reclassified from AOCI related to (i) cash flow hedges for interest payments, which are included in Interest expense, (ii) cash flow hedges for interest payments of

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

million were settled through third-party annuity contracts, lump sum distributions and IRA Rollovers. In addition, during the three months ended September 30, 2023, the Benefit Plan transferred excess assets with a value of $ million to the qualified replacement plan managed by the Company and reverted excess assets with a value of $ million to the Company. Upon the liquidation of the Benefit Plan, the Company realized $ million of settlement gains during the three months ended September 30, 2023, which are included in Other income, net on the Company’s Condensed Consolidated Statements of Income and were previously included in Accumulated other comprehensive (loss)/income on the Company’s Condensed Consolidated Balance Sheets. In addition, the Company incurred excise taxes of $ million, resulting from the reversion of excess pension plan assets during the three months ended September 30, 2023, which are included in Other income, net on the Company’s Condensed Consolidated Statements of Income.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Change in redeemable noncontrolling interests' carrying amount

(

)

(

)

Earnings attributable to participating securities

(

)

(

)

(

)

(

)

Net income available to the Company’s common
shareholders for basic earnings per share

Distributions on convertible units

Net income available to the Company’s common
shareholders for diluted earnings per share

Weighted average common shares outstanding – basic

Effect of dilutive securities (1):

Equity awards

Assumed conversion of convertible units

Weighted average common shares outstanding – diluted

Net income available to the Company's common
shareholders:

Basic earnings per share

Diluted earnings per share

(1)

Change in redeemable noncontrolling interests' carrying amount

(

)

(

)

Earnings attributable to participating securities

(

)

(

)

(

)

(

)

Net income available to Kimco OP’s common unitholders
for basic earnings per unit

Distributions on convertible units

Net income available to Kimco OP’s common unitholders
for diluted earnings per unit

Weighted average common units outstanding – basic

Effect of dilutive securities (1):

Unit awards

Assumed conversion of convertible units

Weighted average common units outstanding – diluted

Net income available to Kimco OP’s common unitholders:

Basic earnings per unit

Diluted earnings per unit

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, 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 (the “RPT Merger”), (xii) the risk of litigation, including shareholder litigation, in connection with the RPT Merger, including any resulting expense, (xiii) 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, (xiv) 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, (xv) valuation and risks related to the Company’s joint venture and preferred equity investments and other investments, (xvi) collectability of mortgage and other financing receivables, (xvii) impairment charges, (xviii) criminal cybersecurity attacks, disruption, data loss or other security incidents and breaches, (xix) risks related to artificial intelligence, (xx) impact of natural disasters and weather and climate-related events, (xxi) pandemics or other health crises, (xxii) our ability to attract, retain and motivate key personnel, (xxiii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (xxiv) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (xxv) changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, (xxvi) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity, (xxvii) 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 (xxviii) other risks and uncertainties identified under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. 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 in other filings with the Securities and Exchange Commission (“SEC”).

The following discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and Notes thereto. These unaudited financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature.

Executive Overview

Kimco Realty Corporation is a REIT, of which 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. The Company is the managing member and exercises exclusive control over Kimco OP. As of September 30, 2024, the Parent Company owned 99.84% of the outstanding limited liability company interests (the “OP Units”) in Kimco OP.

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 terms “Kimco,” the “Company,” “we,” “our” and “us” each refers to Kimco Realty Corporation and its subsidiaries, unless the context indicates otherwise. The Company’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

The Company is a self-administered real estate investment trust (“REIT”) and has owned and operated open-air shopping centers for over 60 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of September 30, 2024, the Company had interests in 567 U.S. shopping center properties, aggregating 100.5 million square feet of gross leasable area (“GLA”), located in 30 states. In addition, the Company had 67 other property interests, primarily including net leased properties, preferred equity investments, and other investments, totaling 5.5 million square feet of GLA. The Company’s ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management.

The Company’s 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 A-/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.

On September 9, 2024, Fitch Ratings assigned the Company a rating of A- for its senior unsecured debt, assigned a BBB credit rating for its preferred stock, and assigned its ‘Stable’ rating outlook. As a result, the Company achieved certain interest rate reductions and facility fee reduction for its unsecured revolving credit facility (the “Credit Facility”) and unsecured term loans.

RPT Merger

On January 2, 2024, RPT Realty merged with and into the Company, with the Company continuing as the surviving public company, pursuant to the definitive merger agreement (the “Merger Agreement”) between the Company and RPT, which was entered into on August 28, 2023. As a result of the RPT Merger, three Company acquired 56 open-air shopping centers, including 43 wholly owned and 13 joint venture assets, comprising 13.3 million square feet of gross leasable area, to the Company’s existing portfolio. The Company also 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, 1,849 shares of Class N Preferred Stock, and 953,400 OP Units. See Footnote 3 of the Notes to Condensed Consolidated Financial Statements for further details on the RPT Merger.

Economic Conditions

The economy continues to face challenges which could impact the Company and its tenants, including elevated inflation rates. In response to the elevated rate of inflation, the Federal Reserve steadily increased interest rates in 2022 and 2023. During September 2024, the Federal Reserve reduced the target range for federal funds rate by 0.50% to 4.75%-5.00%, which cut its overnight borrowing rate by 0.50%, as it believed certain indicators suggested that economic activity has continued to expand and inflation has made downward progress. This reduction is intended to support growth and stabilize the labor market. Fluctuations of certain economic data and indicators could impact future interest rate considerations by the Federal Reserve. Despite this reduction, interest rate levels 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.

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.

Results of Operations

Comparison of the three and nine months ended September 30, 2024 and 2023

Results from operations for the three and nine months ended September 30, 2024 reflect the results of the Company’s Merger with RPT on January 2, 2024.

The following table presents the comparative results from the Company’s Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023 (in thousands, except per share data):


	Three Months Ended September 30,									Nine Months Ended September 30,
	2024			2023			Change			2024			2023			Change
Revenues
Revenues from rental properties, net	$	502,875		$	441,816		$	61,059		$	1,498,001		$	1,319,162		$	178,839
Management and other fee income		4,757			4,249			508			13,616			12,635			981
Operating expenses
Rent (1)		(4,239	)		(3,939	)		(300	)		(12,744	)		(12,097	)		(647	)
Real estate taxes		(64,996	)		(57,875	)		(7,121	)		(194,538	)		(173,002	)		(21,536	)
Operating and maintenance (2)		(88,744	)		(76,604	)		(12,140	)		(262,267	)		(226,919	)		(35,348	)
General and administrative (3)		(33,850	)		(33,697	)		(153	)		(103,238	)		(101,180	)		(2,058	)
Impairment charges		(375	)		(2,237	)		1,862			(4,277	)		(14,043	)		9,766
Merger charges		-			(3,750	)		3,750			(25,246	)		(3,750	)		(21,496	)
Depreciation and amortization		(144,688	)		(127,437	)		(17,251	)		(447,555	)		(382,983	)		(64,572	)
Gain on sale of properties		551			-			551			944			52,376			(51,432	)
Other income/(expense)
Special dividend income		-			-			-			-			194,116			(194,116	)
Other income, net		22,203			8,377			13,826			39,953			19,080			20,873
Gain/(loss) on marketable securities, net		79			13,225			(13,146	)		(27,613	)		17,642			(45,255	)
Interest expense		(76,216	)		(60,424	)		(15,792	)		(224,122	)		(182,404	)		(41,718	)
(Provision)/benefit for income taxes, net		(128	)		729			(857	)		(72,355	)		(61,127	)		(11,228	)
Equity in income of joint ventures, net		20,981			16,257			4,724			63,413			57,589			5,824
Equity in income of other investments, net		216			2,100			(1,884	)		9,468			8,741			727
Net income attributable to noncontrolling interests		(2,443	)		(2,551	)		108			(6,693	)		(9,208	)		2,515
Preferred dividends, net		(7,961	)		(6,285	)		(1,676	)		(23,864	)		(18,736	)		(5,128	)
Net income available to the Company's common shareholders	$	128,022		$	111,954		$	16,068		$	220,883		$	495,892		$	(275,009	)
Net income available to the Company's common shareholders:
Diluted per common share	$	0.19		$	0.18		$	0.01		$	0.32		$	0.80		$	(0.48	)

(1)

Rent expense primarily 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 $128.0 million for the three months ended September 30, 2024, as compared to $112.0 million for the comparable period in 2023. On a diluted per common share basis, net income available to the Company’s common shareholders for the three months ended September 30, 2024 was $0.19, as compared to $0.18 for the comparable period in 2023.

Net income available to the Company’s common shareholders was $220.9 million for the nine months ended September 30, 2024, as compared to $495.9 million for the comparable period in 2023. On a diluted per common share basis, net income available to the Company’s common shareholders for the nine months ended September 30, 2024 was $0.32, as compared to $0.80 for the comparable period in 2023.

The following describes the changes of certain line items included on the Company’s Condensed Consolidated Statements of Income that the Company believes changed significantly and affected Net income available to the Company’s common shareholders during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023.

Revenues from rental properties, net –

The increase in Revenues from rental properties, net of $61.1 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily from (i) a net increase in revenues from tenants of $44.0 million due to properties acquired through the RPT Merger, (ii) a net increase in revenues from tenants of $16.7 million, primarily due to an increase in leasing activity and net growth in the current portfolio, and (iii) an increase in revenues of $3.0 million due to properties acquired during 2023, partially offset by (iv) a decrease in net straight-line rental income of $2.2 million and (v) a decrease in revenues of $0.4 million due to dispositions during 2024 and 2023.

The increase in Revenues from rental properties, net of $178.8 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily from (i) a net increase in revenues from tenants of $133.3 million due to properties acquired through the RPT Merger, (ii) a net increase in revenues from tenants of $42.6 million, primarily due to an increase in leasing activity and net growth in the current portfolio, and (iii) an increase in revenues of $13.4 million due to properties acquired during 2023, partially offset by (iv) a decrease in revenues of $6.1 million due to dispositions during 2024 and 2023 and (v) a decrease in net straight-line rental income of $4.4 million.

Real estate taxes –

The increase in Real estate taxes of $7.1 million and $21.5 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, is primarily due to properties acquired during 2024 and 2023, primarily related to the RPT Merger, partially offset by dispositions during 2024 and 2023.

Operating and maintenance –

The increase in Operating and maintenance expense of $12.1 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $8.4 million resulting from properties acquired related to the RPT Merger and (ii) an increase in repairs and maintenance expense of $3.5 million.

The increase in Operating and maintenance expense of $35.3 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $25.0 million resulting from properties acquired related to the RPT Merger and (ii) an increase in repairs and maintenance expense of $9.5 million.

Impairment charges –

During the nine months ended September 30, 2024 and 2023, the Company recognized impairment charges related to adjustments to property carrying values of $4.3 million and $14.0 million, respectively, 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.

Merger charges –

During the nine months ended September 30, 2024 and 2023, the Company incurred costs of $25.2 million and $3.8 million, respectively, associated with the RPT Merger, primarily comprised of severance, professional and legal fees.

Depreciation and amortization –

The increase in Depreciation and amortization of $17.3 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $32.4 million resulting from properties acquired during 2024 and 2023, primarily related to the RPT Merger, and (ii) an increase of $2.2 million due to depreciation commencing on certain redevelopment projects that were placed into service during 2024 and 2023, partially offset by (iii) a net decrease of $17.3 million, primarily from fully depreciated assets, write-offs due to demolition and tenant vacates and dispositions during 2024 and 2023.

The increase in Depreciation and amortization of $64.6 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $89.1 million resulting from properties acquired during 2024 and 2023, primarily related to the RPT Merger, and (ii) an increase of $14.0 million due to depreciation commencing on certain redevelopment projects that were placed into service during 2024 and 2023, partially offset by (iii) a net decrease of $38.5 million, primarily from fully depreciated assets, write-offs due to demolition and tenant vacates and dispositions during 2024 and 2023.

Gain on sale of properties –

During the nine months ended September 30, 2024, the Company disposed of 11 operating properties and seven land parcels, in separate transactions, for an aggregate sales price of $254.1 million, which resulted in aggregate gains of $0.9 million. During the nine months ended September 30, 2023, the Company disposed of four operating properties and 11 land parcels, in separate transactions, for an aggregate sales price of $175.0 million, which resulted in aggregate gains of $52.4 million.

Special dividend income –

During the nine months ended September 30, 2023, the Company received $194.1 million representing its share of the Albertsons Companies Inc. (“ACI”) special dividend payment.

Other income, net –

The increase in Other income, net of $13.8 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) a net increase in mortgage and other financing income of $8.8 million, and (ii) an increase of $4.8 million due to mark-to-market fluctuations of an embedded derivative liability.

The increase in Other income, net of $20.9 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) a net increase in mortgage and other financing income of $10.6 million, (ii) an increase of $8.7 million due to mark-to-market fluctuations of an embedded derivative liability, (iii) an increase in interest income of $5.3 million due to higher levels of cash on hand, (iv) a decrease in environmental remediation expense of $4.7 million, (v) an increase in income of $3.8 million from settlement of contracts, and (vi) an increase of $1.2 million from insurance proceeds, partially offset by (vii) a decrease of $8.7 million relating to net settlement gains recognized upon liquidation of the Company’s defined benefit plan during 2023 and (viii) a decrease in dividend income of $5.2 million, primarily due to the sale of the remaining shares of ACI common stock held by the Company.

Gain/(loss) on marketable securities, net –

The change in Gain/(loss) on marketable securities, net of $13.1 million and $45.3 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023 is due to mark-to-market fluctuations and the sale of the remaining shares of ACI common stock held by the Company during 2024 and 2023.

Interest expense –

The increase in Interest expense of $15.8 million and $41.7 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, is primarily due to (i) the issuance of unsecured notes during 2023 and 2024 and (ii) increased levels of borrowings and assumptions of unsecured notes and term loans in connection with the RPT Merger, partially offset by (iii) the paydown of unsecured notes during 2024 and 2023.

(Provision)/benefit for income taxes, net –

The change in (Provision)/benefit for income taxes, net of $11.2 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to the Company’s sale of shares of ACI common stock during 2024 and 2023, which generated taxable long-term capital gains. The Company anticipates retaining the proceeds from the sale during 2024 and, as a result, recorded federal and state income taxes on these gains.

Equity in income of joint ventures, net –

The increase in Equity in income of joint ventures, net of $4.7 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) higher equity in income of $6.4 million, primarily due to newly acquired joint ventures in connection with the RPT Merger, partially offset by (ii) lower gains of $1.1 million recognized on sale of properties within various joint venture investments during 2024, as compared to 2023, and (iii) an increase in interest expense of $0.6 million.

The increase in Equity in income of joint ventures, net of $5.8 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) higher equity in income of $16.5 million, primarily due to newly acquired joint

ventures in connection with the RPT Merger, partially offset by (ii) lower gains of $7.5 million recognized on sale of properties within various joint venture investments during 2024, as compared to 2023 and (iii) an increase in interest expense of $3.2 million.

Preferred dividends –

The increase in Preferred dividends of $5.1 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to the issuance of the Class N Preferred Stock in connection with the RPT Merger.

Tenant Concentration

The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. As of September 30, 2024, the Company had interests in 567 U.S. shopping center properties, aggregating 100.5 million square feet of gross leasable area (“GLA”), located in 30 states. At September 30, 2024, the Company’s five largest tenants were TJX Companies, The Home Depot, Ross Stores, Amazon/Whole Foods and Burlington Stores, Inc., which represented 3.8%, 1.8%, 1.8%, 1.8% and 1.7%, 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.

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, and immediate access to the Credit Facility with bank commitments of $2.0 billion, which can be increased to $2.75 billion through an accordion feature.

The Company anticipates that 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, will provide the necessary capital required by the Company. The Company will continue to evaluate its capital requirements for both its short-term and long-term liquidity needs, which could be affected by various risks and uncertainties, including, but not limited to, the effects of inflation, interest rates, and other risks detailed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023 as supplemented by the risks and uncertainties identified under Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

The Company’s cash flow activities are summarized as follows (in thousands):


	Nine Months Ended September 30,
	2024			2023
Cash, cash equivalents and restricted cash, beginning of the period	$	783,757		$	149,829
Net cash flow provided by operating activities		766,080			881,409
Net cash flow used for investing activities		(91,855	)		(75,961	)
Net cash flow used for financing activities		(667,938	)		(531,015	)
Net change in cash, cash equivalents and restricted cash		6,287			274,433
Cash, cash equivalents and restricted cash, end of the period	$	790,044		$	424,262

Operating Activities

Net cash flow provided by operating activities for the nine months ended September 30, 2024 was $766.1 million, as compared to $881.4 million for the comparable period in 2023. The decrease of $115.3 million is primarily attributable to:

•

the special dividend payment received from ACI of $194.1 million during 2023;

•

nonrecurring costs incurred in connection with the RPT Merger; and

•

the disposition of operating properties in 2024 and 2023; partially offset by

•

additional operating cash flow generated by operating properties acquired during 2024 and 2023, including those acquired in connection with the RPT Merger;

•

an increase in distributions from the Company’s joint ventures programs; and

•

new leasing, expansion and re-tenanting of core portfolio properties.

Investing Activities

Net cash flow used for investing activities was $91.9 million for the nine months ended September 30, 2024, as compared to $76.0 million for the comparable period in 2023.

Investing activities during the nine months ended September 30, 2024 primarily consisted of:

Cash inflows:

•

$301.5 million in proceeds from sale of marketable securities, primarily due to the sale of 14.2 million shares of ACI common

stock;

•

$85.1 million for collection of mortgage and other financing receivables;

•

$70.4 million in proceeds from the sale of 11 operating properties and seven land parcels; and

•

$25.1 million in reimbursements of investments in and advances to real estate joint ventures and other investments.

Cash outflows:

•

$213.4 million for improvements to operating real estate, primarily related to re-tenanting, tenant improvements and the Company’s active redevelopment pipeline;

•

$190.2 million for investment in mortgage and other financing receivables, primarily related to new mortgage and other financing receivables;

•

$149.1 million for the acquisition of RPT;

•

$10.0 million for a deposit on an acquisition of an operating property acquired in October 2024; and

•

$9.8 million for investments in and advances to real estate joint ventures and other investments, primarily related to redevelopment projects within these portfolios.

Investing activities during the nine months ended September 30, 2023 primarily consisted of:

Cash inflows:

•

$291.3 million in proceeds from sale of marketable securities, primarily due to the sale of 14.1 million shares of ACI common stock;

•

$122.8 million in proceeds from the sale of four operating properties and 11 land parcels; and

•

$9.3 million in reimbursements of investments in and advances to real estate joint ventures and other investments.

Cash outflows:

•

$269.5 million for the acquisition/consolidation of four operating properties and four parcels;

•

$179.1 million for improvements to operating real estate, primarily related to re-tenanting, tenant improvements and the Company’s active redevelopment pipeline;

•

$35.0 million for investments in and advances to real estate joint ventures and investments in other investments, primarily related to redevelopment projects within these portfolios and a partial paydown of debt within one of the Company’s joint venture investments;

•

$11.2 million for investment in other financing receivables related to one new mortgage receivable; and

•

$3.1 million for investment in marketable securities.

Acquisition of Operating Real Estate –

During the nine months ended September 30, 2024, the Company expended $149.1 million in conjunction with the RPT Merger. During the nine months ended September 30, 2024 and 2023, the Company expended $10.0 million and $269.5 million, respectively, for the acquisition of operating real estate properties. The Company anticipates spending up to approximately $150.0 million to $200.0 million towards the acquisition of, or the purchase of additional interests in, operating properties for the remainder of 2024. The Company intends to fund these potential acquisitions with net cash flow provided by operating activities, cash on hand, proceeds from property dispositions, and/or availability under its Credit Facility.

Improvements to Operating Real Estate –

During the nine months ended September 30, 2024 and 2023, the Company expended $213.4 million and $179.1 million, respectively, for improvements to operating real estate. These amounts consist of the following (in thousands):


	Nine Months Ended September 30,
	2024		2023
Redevelopment and renovations	$	94,520	$	98,902
Tenant improvements and tenant allowances		118,921		80,243
Total improvements	$	213,441	$	179,145

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 the remainder of 2024 will be approximately $50.0 million to $100.0 million. The funding of these capital requirements will be provided by net cash flow provided by operating activities, cash on hand, proceeds from property dispositions, and/or availability under the Company’s Credit Facility.

Financing Activities

Net cash flow used for financing activities was $667.9 million for the nine months ended September 30, 2024, as compared to $531.0 million for the comparable period in 2023.

Financing activities during the nine months ended September 30, 2024 primarily consisted of:

Cash inflows:

•

$860.0 million in proceeds from issuance of unsecured term loans; and

•

$500.0 million in proceeds from issuance of unsecured notes.

Cash outflows:

•

$1.2 billion in repayments of unsecured notes;

•

$507.8 million of dividends paid;

•

$310.0 million in repayments of unsecured term loans;

•

$19.0 million in principal payments on debt (related to the repayment of debt on three encumbered properties), including normal amortization on rental property debt;

•

$15.3 million in shares repurchased for employee tax withholding on equity awards;

•

$13.9 million in redemption/distribution of noncontrolling interests; and

•

$7.0 million in financing origination costs related to new unsecured term loans and unsecured notes.

Financing activities during the nine months ended September 30, 2023 primarily consisted of:

Cash inflows:

•

$3.7 million in proceeds from issuance of stock.

Cash outflows:

•

$446.6 million of dividends paid;

•

$57.7 million in principal payment on debt, including normal amortization of rental property debt;

•

$16.2 million in shares repurchased for employee tax withholding on equity awards;

•

$8.9 million in redemption/distribution of noncontrolling interests; and

•

$6.0 million in financing origination costs, in connection with the Company’s Credit Facility.

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 September 30, 2024, the Company had consolidated floating rate debt totaling $17.0 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.

There are no debt maturities for the remainder of 2024. The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintain or improve its unsecured debt ratings. The Company may, from time to time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives.

The Company utilizes the public debt and equity markets as its principal source of capital for its expansion needs through offerings of its public unsecured debt and equity. 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, deferred stock awards and long-term incentive plan units. At September 30, 2024, the Company had 3.0 million shares of common stock available for issuance under the 2020 Plan.

Preferred Stock –

Under the terms of the Merger Agreement, 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 Company’s Board of Director’s 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, representing an aggregate of up to 2,123 shares of the Company’s preferred stock, par value $1.00 per share, through February 28, 2026. During the nine months ended September 30, 2024, the Company repurchased the following preferred stock:


Class of Preferred Stock	Depositary Shares Repurchased		Purchase Price (in thousands)
Class N		80	$	5

On August 22, 2024, the Company filed a preliminary prospectus supplement for a tender offer to purchase for cash any and all of its outstanding Class N Preferred Stock. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, nor are they soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

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 nine months ended September 30, 2024. As of September 30, 2024, 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 common share repurchase program during the nine months ended September 30, 2024. As of September 30, 2024, the Company had $224.9 million available under this common share repurchase program.

In connection with the RPT Merger, each RPT common share issued and outstanding immediately prior to the effective time of the RPT Merger was converted into 0.6049 shares of newly issued shares of Kimco common stock, resulting in 53.0 million common shares issued to effect the RPT Merger.

Senior Unsecured Notes –

The Company’s indenture governing its senior unsecured notes contains the following covenants, all of which the Company is compliant with:


Covenant	Must Be	As of September 30, 2024
Consolidated Indebtedness to Total Assets	< 60%	38%
Consolidated Secured Indebtedness to Total Assets	< 40%	1%
Consolidated Income Available for Debt Service to Maximum Annual Service Charge	> 1.50x	4.4x
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness	> 1.50x	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. 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 to our Annual Report on Form 10-K for the year ended December 31, 2023 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.

During September 2024, the Company issued $500.0 million in senior unsecured notes, which are scheduled to mature in March 2035 and accrue interest at a rate of 4.85% per annum. These senior unsecured notes are guaranteed by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes.

During the nine months ended September 30, 2024, the Company fully repaid the following notes payables (dollars in millions):


Type	Date Paid	Amount Repaid		Interest Rate	Maturity Date
Unsecured note	Jan-24	$	246.2	4.45%	Jan-24
Unsecured notes (1)	Jan-24	$	511.5	3.64%-4.74%	Jun-25-Nov-31
Unsecured note	Mar-24	$	400.0	2.70%	Mar-24

(1)

The Company incurred a make-whole charge of $0.3 million resulting from this early repayment of these notes, which are included in Merger charges on the Company’s Condensed Consolidated Statements of Income.

Credit Facility –

The Company has a $2.0 billion Credit Facility with a group of banks. 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 can 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 based on the sustainability metric targets and the Company’s credit rating outlook, as defined in the agreement. As of September 30, 2024, the interest rate on the Credit Facility is Adjusted Term SOFR plus 68.5 basis points (5.53% as of September 30, 2024) after reductions for sustainability metrics achieved and an upgraded credit rating profile. Pursuant to the terms of the Credit Facility, the Company is subject to certain covenants. As of September 30, 2024, 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	Must Be	As of September 30, 2024
Total Indebtedness to Gross Asset Value (“GAV”)	< 60%	35%
Total Priority Indebtedness to GAV	< 35%	1%
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense	> 1.75x	4.5x
Fixed Charge Total Adjusted EBITDA to Total Debt Service	> 1.50x	4x

Term Loans –

The Company entered into a Seventh Amended and Restated Credit Agreement, through which the term loans assumed in connection with the RPT Merger were terminated (fully repaid) and new term loans were issued to replace the assumed loans. The new term loans retained the amounts and maturities of the assumed term loans, however, the rates (Adjusted Term SOFR plus 0.905% and fluctuate based on credit rating profile and achieving sustainability metric targets, as described in the agreement) and covenants were revised to match those within the Company's Credit Facility. The following unsecured term loans were assumed, terminated and issued (dollars in millions):


Type	Date Paid	Amount Repaid		Interest Rate (1)	Maturity Date
Unsecured term loan	Jan-24	$	50.0	4.15%	Nov-26
Unsecured term loan	Jan-24	$	100.0	4.11%	Feb-27
Unsecured term loan	Jan-24	$	50.0	3.43%	Aug-27
Unsecured term loan	Jan-24	$	110.0	3.71%	Feb-28

(1)

As of September 30, 2024, the interest rate on these term loans is Adjusted Term SOFR plus 81.0 basis points after reductions for sustainability metrics achieved and an upgraded credit rating profile. The Company entered into 20 swap rate agreements with various lenders swapping the interest rates to all-in fixed rates (ranging from 4.5793% to 4.7801% as of September 30, 2024).

On January 2, 2024, Kimco OP entered into a new $200.0 million unsecured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a credit agreement, among Kimco OP, TD Bank, N.A., as administrative agent, and the other parties thereto. The Term Loan Credit Facility accrues interest at a spread (currently 0.800% after reductions for sustainability metrics achieved and an upgraded credit rating profile) to the Adjusted Term SOFR Rate (as defined in the credit agreement), that fluctuates in accordance with changes in Kimco’s senior debt ratings. In addition, during the three months ended September 30 2024, the Company amended the Term Loan Credit Facility, in separate transactions, to increase the aggregate principal amount from $200.0 million to $550.0 million. The additional $350.0 million is subject to the same terms as the existing Term Loan Credit Facility. As of September 30, 2024, the Company had six swap rate agreements with various lenders swapping the overall interest rate on the $550.0 million Term Loan Credit Facility to an all-in fixed rate of 4.6122%.

Mortgages Payable –

During the nine months ended September 30, 2024, the Company repaid $11.8 million of mortgage debt that encumbered three operating properties.

In addition to the public equity and debt markets as capital sources, the Company may, from time to time, obtain mortgage financing on selected properties to partially fund the capital needs of its real estate re-development and re-tenanting projects. As of September 30, 2024, the Company had over 525 unencumbered property interests in its portfolio.

Other –

During the nine months ended September 30, 2024, the Company sold its remaining 14.2 million shares of ACI common stock held by the Company, generating net proceeds of $299.1 million. For tax purposes, the Company recognized a long-term capital gain of $288.7 million. The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and, as a result, recorded federal and state income taxes of $72.9 million on the taxable gain.

The Company has issued letters of credit in connection with 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 September 30, 2024, these letters of credit aggregated $39.8 million.

The Company has investments with funding commitments of $27.5 million, of which $19.3 million has been funded as of September 30, 2024.

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 September 30, 2024, there were $16.2 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 September 30, 2024. 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.

bonds, including principal and interest, are $4.5 million as of September 30, 2024. There have been no payments made by the Company under this guaranty agreement to date and the Company does not expect to make any payments over the life of the agreement.

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 that 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 for common and preferred stock for the nine months ended September 30, 2024 and 2023 were $507.8 million and $446.6 million, 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 with institutions that have high credit ratings. The Company’s objective is to establish a dividend level that maintains compliance with the Company’s REIT taxable income distribution requirements. On July 30, 2024, the Company’s Board of Directors declared a quarterly dividend with respect to the Company’s classes of preferred shares (Classes L, M and N), which were paid on October 15, 2024, to shareholders of record on October 1, 2024. In addition, the Company’s Board of Directors declared a quarterly cash dividend of $0.24 per common share which was paid on September 19, 2024 to shareholders of record on September 5, 2024.

On October 29, 2024, the Company’s Board of Directors declared quarterly dividends with respect to the Company’s classes of preferred shares (Classes L, M and N), which are scheduled to be paid on January 15, 2025, to shareholders of record on January 2, 2025. Additionally, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per common share, representing a 4.2% increase from the prior quarterly dividend of $0.24, payable on December 19, 2024 to shareholders of record on December 5, 2024.

Hurricane Impact –

The Company incurred no significant damage to its properties in September and October 2024 as a result of hurricanes Helene and Milton, which primarily hit Florida, South Carolina and Georgia.

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 generally accepted accounting principles in the United States (“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.

The Company’s reconciliation of Net income available to the Company’s common shareholders to FFO available to the Company’s common shareholders is reflected in the table below (in thousands, except per share data).


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income available to the Company’s common shareholders	$	128,022		$	111,954		$	220,883		$	495,892
Gain on sale of properties		(551	)		-			(944	)		(52,376	)
Gain on sale of joint venture properties		(7	)		(1,130	)		(1,501	)		(9,020	)
Depreciation and amortization - real estate related		143,482			126,291			443,836			379,294
Depreciation and amortization - real estate joint ventures		21,218			16,244			64,161			48,390
Impairment charges (including real estate joint ventures)		375			2,237			8,778			14,040
Profit participation from other investments, net		377			479			(5,299	)		(2,282	)
Special dividend income		-			-			-			(194,116	)
(Gain)/loss on marketable securities/derivative, net		(4,849	)		(6,225	)		25,922			(10,642	)
Provision/(benefit) for income taxes, net (2)		59			(669	)		71,706			61,463
Noncontrolling interests (1)		(738	)		(575	)		(2,367	)		(68	)
FFO available to the Company’s common shareholders (3)	$	287,388		$	248,606		$	825,175		$	730,575
Weighted average shares outstanding for FFO calculations:
Basic		671,231			617,090			670,851			616,888
Units		3,293			2,562			3,245			2,555
Convertible preferred shares		4,265			-			4,265			-
Dilutive effect of equity awards		289			124			193			129
Diluted (2)		679,078			619,776			678,554			619,572
FFO per common share – basic	$	0.43		$	0.40		$	1.23		$	1.18
FFO per common share – diluted (2)	$	0.43		$	0.40		$	1.23		$	1.18

(1)

Related to gains, impairments, depreciation on properties and gains/(losses) on sales of marketable securities/derivative, where applicable.

(2)

Reflects the potential impact of convertible preferred shares and certain units if converted to common stock at the beginning of the period. FFO available to the Company’s common shareholders would be increased by $2,464 and $584 for the three months ended September 30, 2024 and 2023, respectively. FFO available to the Company’s common shareholders would be increased by $7,370 and $1,752 for the nine months ended September 30, 2024 and 2023, respectively. The effect of other certain convertible securities 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 FFO per share calculations.

(3)

Includes merger-related charges of $25.2 million ($0.04 per share on a diluted basis) for the nine months ended September 30, 2024. Includes merger-related charges of $3.8 million for both the three and nine months ended September 30, 2023. In addition, includes income related to the liquidation of the pension plan of $4.8 million, net and $5.0 million, net for the three and nine months ended September 30, 2023, respectively.

Same Property Net Operating Income (“Same property NOI”)

Same property NOI is a supplemental non-GAAP financial measure of real estate companies’ operating performance and should not be considered an alternative to net income in accordance with GAAP or cash flows from operations as a measure of liquidity. The Company considers Same property NOI as an important operating performance measure because it is frequently used by securities analysts and investors to measure only the net operating income of properties that have been owned by the Company for the entire current and prior year reporting periods. It excludes properties under redevelopment, development and pending stabilization; properties are deemed stabilized at the earlier of (i) reaching 90% leased or (ii) one year following a project’s inclusion in operating real estate. Same property NOI assists in eliminating disparities in net income due to the development, acquisition or disposition of properties during the particular period presented, and thus provides a more consistent performance measure for the comparison of the Company's properties.

For the three and nine months ended September 30, 2024 and 2023, the Company included Same property NOI from the RPT properties acquired through the RPT Merger, as the Company owned these properties for the full three and nine months ended September 30, 2024 and 2023. The amount of the adjustment relating to RPT same property NOI for the nine months ended September 30, 2024 and three and nine months ended September 30, 2023, included in the table below, represents the Same property NOI from RPT properties prior to the RPT Merger, which is not included in the Company's Net income available to the Company’s common shareholders.

Same property NOI is calculated using revenues from rental properties (excluding straight-line rent adjustments, lease termination fees, TIFs and amortization of above/below market rents) less charges for credit losses, operating and maintenance expense, real estate taxes and rent expense plus the Company’s proportionate share of Same property NOI from unconsolidated real estate joint ventures, calculated on the same basis. The Company’s method of calculating Same property NOI available to the Company’s common shareholders may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The following is a reconciliation of Net income available to the Company’s common shareholders to Same property NOI (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income available to the Company’s common shareholders	$	128,022		$	111,954		$	220,883		$	495,892
Adjustments:
Management and other fee income		(4,757	)		(4,249	)		(13,616	)		(12,635	)
General and administrative		33,850			33,697			103,238			101,180
Impairment charges		375			2,237			4,277			14,043
Merger charges		-			3,750			25,246			3,750
Depreciation and amortization		144,688			127,437			447,555			382,983
Gain on sale of properties		(551	)		-			(944	)		(52,376	)
Special dividend income		-			-			-			(194,116	)
Interest expense and other income, net		54,013			52,047			184,169			163,324
(Gain)/loss on marketable securities, net		(79	)		(13,225	)		27,613			(17,642	)
Provision/(benefit) for income taxes, net		128			(729	)		72,355			61,127
Equity in income of other investments, net		(216	)		(2,100	)		(9,468	)		(8,741	)
Net income attributable to noncontrolling interests		2,443			2,551			6,693			9,208
Preferred dividends, net		7,961			6,285			23,864			18,736
RPT same property NOI (1)		-			42,893			610			121,761
Non same property net operating income		(10,664	)		(14,368	)		(36,620	)		(43,209	)
Non-operational expense from joint ventures, net		28,231			23,106			85,629			61,911
Same property NOI	$	383,444		$	371,286		$	1,141,484		$	1,105,196

(1)

Amounts for the respective periods, represent the Same property NOI from RPT properties, not included in the Company's Net income available to the Company's common shareholders.

Same property NOI increased by $12.2 million, or 3.3%, for the three months ended September 30, 2024, as compared to the corresponding period in 2023. This increase is primarily the result of (i) a net increase of $11.7 million, primarily related to an increase in rental revenue driven by strong leasing activity and (ii) a decrease in non-recoverable operating expenses of $0.5 million.

Same property NOI increased by $36.3 million, or 3.3%, for the nine months ended September 30, 2024, as compared to the corresponding period in 2023. This increase is primarily the result of (i) a net increase of $31.5 million, primarily related to an increase in rental revenue driven by strong leasing activity and (ii) a decrease in non-recoverable operating expenses of $4.8 million.

Leasing Activity

During the nine months ended September 30, 2024, the Company executed 1,205 leases totaling 8.0 million square feet in the Company’s consolidated operating portfolio, comprised of 326 new leases and 879 renewals and options. The leasing costs associated with these new leases are estimated to aggregate $67.0 million, or $39.21 per square foot. These costs include $51.3 million of tenant improvements and $15.7 million of external leasing commissions. The average rent per square foot for (i) new leases was $22.97 and (ii) renewals and options was $19.44.

Tenant Lease Expirations

At September 30, 2024, the Company has a total of 9,279 leases in its 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,	Number of Leases Expiring		Square Feet Expiring		Total Annual Base Rent Expiring		% of Gross Annual Rent
(1)		102		425	$	9,031		0.6	%
2024		137		501	$	11,936		0.8	%
2025		1,037		6,357	$	123,373		8.5	%
2026		1,305		11,206	$	190,194		13.1	%
2027		1,359		10,631	$	199,158		13.7	%
2028		1,352		11,320	$	219,211		15.1	%
2029		1,249		10,257	$	192,729		13.3	%
2030		651		5,445	$	111,800		7.7	%
2031		417		2,828	$	61,624		4.2	%
2032		425		3,246	$	61,970		4.3	%
2033		446		3,532	$	67,349		4.6	%
2034		417		3,148	$	70,676		4.9	%

(1)

Leases currently under month-to-month lease or in process of renewal.

Item 3. 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. As of September 30, 2024, the Company had 26 interest rate swaps with notional amounts aggregating to $860.0 million. The interest rate swap agreements are designated as cash flow hedges and are held by the Company to reduce the impact of changes in interest rates on variable rate debt. The hedged debt is reflected as fixed rate unsecured debt in the table below. 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 September 30, 2024, 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).


	2024		2025			2026			2027			2028			Thereafter			Total			Fair Value
Secured Debt
Fixed Rate	$	-	$	49.7		$	-		$	33.3		$	133.9		$	101.4		$	318.3		$	304.3
Average Interest Rate		-		3.50	%		-			4.01	%		4.49	%		3.82	%		4.07	%

Variable Rate	$	-	$	17.0		$	-		$	-		$	-		$	-		$	17.0		$	17.0
Average Interest Rate		-		6.50	%		-			-			-			-			6.50	%

Unsecured Debt
Fixed Rate	$	-	$	744.1		$	1,377.6		$	585.4		$	517.6		$	4,742.2		$	7,966.9		$	7,590.1
Average Interest Rate		-		3.48	%		3.74	%		4.21	%		2.55	%		4.28	%		3.86	%

Based on the Company’s variable-rate debt balances, interest expense would have increased by $0.1 million for the nine months ended September 30, 2024 if short-term interest rates were 1.0% higher.

Item 4. Controls and Procedures.

Controls and Procedures (Kimco Realty Corporation)

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Parent Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Parent Company’s disclosure controls and procedures are effective.

On January 2, 2024, the Company completed the RPT Merger and, accordingly, the Company’s management is in the process of integrating RPT’s operations into its internal control over financial reporting, as necessary, to accommodate modifications to its business processes related to the RPT Merger transaction. None of these integration activities had a material impact on our system of internal control over financial reporting.

There have not been any changes in the Parent Company’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Controls and Procedures (Kimco Realty OP, LLC)

Kimco OP’s management, with the participation of the 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, as of the end of such period, Kimco OP’s disclosure controls and procedures are effective.

On January 2, 2024, the Company completed the RPT Merger and accordingly Kimco OP’s management is in the process of integrating RPT’s operations into its internal control over financial reporting, as necessary, to accommodate modifications to its business processes related to the RPT Merger transaction. None of these integration activities had a material impact on our system of internal control over financial reporting.

There have not been any changes in Kimco OP’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, Kimco OP’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries that, in management's opinion, would result in any material adverse effect on the Company's ownership, management or operation of its properties taken as a whole, or which is not covered by the Company's insurance.

Item 1A. Risk Factors.

As of the date of this report, there are no material changes to our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

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 par value $1.00 per share through February 28, 2026. During the three months ended September 30, 2024, the Company repurchased the following Class N depositary shares:


Period	Total Number of Depositary 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)
July 1, 2024 – July 31, 2024		-	$	-		-	n/a
August 1, 2024 – August 31, 2024		80		57.90		-	n/a
September 1, 2024 – September 30, 2024		-		-		-	n/a
Total		80	$	57.90		-

During the nine months ended September 30, 2024, the Company repurchased 767,753 shares of the Company’s common stock for an aggregate purchase price of $15.3 million (weighted average price of $19.88 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 September 30, 2024:


Period	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)
July 1, 2024 – July 31, 2024		770	$	22.03		-	$	224.9
August 1, 2024 – August 31, 2024		26,577		21.73		-	$	224.9
September 1, 2024 – September 30, 2024		-		-		-	$	224.9
Total		27,347	$	21.74		-

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

or 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.

Item 6. Exhibits.

Exhibits –

4.1 Agreement to File Instruments

Kimco Realty Corporation (the “Registrant”) hereby agrees to file with the Securities and Exchange Commission, upon request of the Commission, all instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries, and for any of its unconsolidated subsidiaries for which financial statements are required to be filed, and for which the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis.


10.1	Amendment No. 2, dated as of July 17, 2024, among Kimco OP, Toronto Dominion (Texas) LLC (successor to TD Bank, N.A.) as administrative agent and the lenders party thereto, to the Term Loan Agreement, dated as of January 2, 2024, among Kimco OP, TD Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s and Kimco OP’s Current Report on Form 8-K filed on July 19, 2024)
10.2	Amendment No. 3, dated as of September 3, 2024, among Kimco OP, Toronto Dominion (Texas) LLC (successor to TD Bank, N.A.) as administrative agent and the lenders party thereto to the Term Loan Agreement, dated as of January 2, 2024, among Kimco OP, TD Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s and Kimco OP’s Current Report on Form 8-K filed on September 5, 2024)
31.1	Certification of the Chief Executive Officer of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3	Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4	Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer of Kimco Realty Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of the Chief Financial Officer of Kimco Realty Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3*	Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.4*	Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 With Embedded Linkbase Documents
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Furnished herewith.

SIGNATURES

Pursuant to the requirements 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.


			KIMCO REALTY CORPORATION


October 31, 2024			/s/ Conor C. Flynn
(Date)			Conor C. Flynn
			Chief Executive Officer


October 31, 2024			/s/ Glenn G. Cohen
(Date)			Glenn G. Cohen
			Chief Financial Officer

SIGNATURES

Pursuant to the requirements 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.


			KIMCO REALTY OP, LLC BY: KIMCO REALTY CORPORATION, managing member


October 31, 2024			/s/ Conor C. Flynn
(Date)			Conor C. Flynn
			Chief Executive Officer


October 31, 2024			/s/ Glenn G. Cohen
(Date)			Glenn G. Cohen
			Chief Financial Officer

KIMCO REALTY CORP - Quarter Report: 2024 September (Form 10-Q)

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