SEC Info - Kimco Realty Corp. - ‘10-Q’ for 9/30/22

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 Condensed Consolidated Financial Statements of Kimco Realty Corporation and Subsidiaries (Unaudited) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2022 and 2021 Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021 Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2022 and 2021 Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Condensed Consolidated Financial Statements Other Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Item 1. Financial Statements
"	Condensed Consolidated Financial Statements of Kimco Realty Corporation and Subsidiaries (Unaudited)
"	Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021
"	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2022 and 2021
"	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021
"	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2022 and 2021
"	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021
"	Notes to Condensed Consolidated Financial Statements
"	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3. Quantitative and Qualitative Disclosures About Market Risk
"	Item 4. Controls and Procedures
"	Part Ii -- Other Information
"	Item 1. Legal Proceedings
"	Item 1A. Risk Factors
"	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Mine Safety Disclosures
"	Item 6. Exhibits
"	Signatures

i 0000879101 i KIMCO REALTY CORP i false i --12-31 i Q3 i 2022 i 3,336,473 i 3,010,699 i i i 1.00 i 1.00 i 7,054,000 i 7,054,000 i 19,435 i 19,435 i 19,580 i 19,580 i 485,868 i 489,500 i 0.01 i 0.01 i 750,000,000 i 750,000,000 i 618,462,620 i 618,462,620 i 616,658,593 i 6,955 i 0 i 445 i 482 i 854.3 i 828.3 i 1.35 i 1.34 i 3.2 i 1 i 0 The amounts represent adjustments associated with potentially uncollectible revenues and disputed amounts primarily due to the COVID-19 pandemic. Includes restricted assets of consolidated variable interest entities (“VIEs”) at September 30, 2022 and December 31, 2021 of $88,949 and $227,858, respectively. See Footnote 13 of the Notes to Condensed Consolidated Financial Statements. Includes partial repayments during May and June 2022. The Company determined that its valuation of its mortgages payable were classified within Level 3 of the fair value hierarchy. Representing 112 property interests and 22.6 million square feet of GLA, as of September 30, 2022, and 120 property interests and 24.7 million square feet of GLA, as of December 31, 2021. Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments. The pro forma earnings for the three and nine months ended September 30, 2021 were adjusted to exclude $47.0 million and $50.2 million of merger costs, respectively. Includes $19.7 million of Internal Revenue Code 26 U.S.C. §1031 proceeds held in escrow through sale of real estate interests for the nine months ended September 30, 2022. During the nine months ended September 30, 2022, the Prudential Investment Program recognized an impairment charge on a property of $15.1 million, of which the Company’s share was $2.3 million. There was no prepayment charge associated with this early repayment. Consists of the fair value of the assets acquired which exceeded the purchase price upon closing. The transaction was a sale-leaseback with the seller which resulted in the recognition of a prepayment of rent of $17.7 million in accordance with ASC 842, Leases at closing. The prepayment of rent will amortize over the initial term of the lease through Revenues from rental properties, net on the Company's Condensed Consolidated Statements of Operations. See Footnote 12 of the Company's Condensed Consolidated Financial Statements for additional discussion regarding fair value allocation of partnership interest for noncontrolling interests. Includes extension options During the nine months ended September 30, 2022, the Company purchased additional ownership interests for $55.1 million, including the General Partner's ownership interest from Milton Cooper, Executive Chairman of the Board of Directors of the Company, for $0.1 million. There was no change in control as a result of these transactions. Includes minimum base rents, expense reimbursements, percentage rent, lease termination fee income and ancillary income. Gross leasable area ("GLA") The Company determined the estimated fair value of the Credit Facility and mortgages payable using a discounted cash flow model using a rate that reflects the average yield of similar market participants. The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Net income available to the Company’s common shareholders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 0.3 million and 0.5 million stock options that were not dilutive as of September 30, 2022 and 2021, respectively. Relates to interest expense on finance lease liabilities, which were acquired in connection with the Merger. The Company incurred a prepayment charge of $6.5 million and $0.7 million in write-off of deferred financing costs resulting from this early repayment, which are included in Early extinguishment of debt charges on the Company's Condensed Consolidated Statements of Income. The Company determined that the valuation of its senior unsecured notes were classified within Level 2 of the fair value hierarchy and its Credit Facility was classified within Level 3 of the fair value hierarchy. The estimated fair value amounts classified as Level 2, as of September 30, 2022 and December 31, 2021, were $5.7 billion and $7.3 billion, respectively. The estimated fair value amounts classified as Level 3, as of September 30, 2022, was $126.7 million. Includes non-recourse liabilities of consolidated VIEs at September 30, 2022 and December 31, 2021 of $100,291 and $153,924, respectively. See Footnote 13 of the Notes to Condensed Consolidated Financial Statements. 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The accompanying notes are an integral part of these condensed consolidated financial statements.

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 Kimco Realty Corporation (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,” “will,” “target,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) 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, (iv) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, (v) the Company’s ability to raise capital by selling its assets, (vi) increases in operating costs due to inflation and supply chain issues, (vii) 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 following the merger between Kimco and Weingarten Realty Investors (the “Merger”), (viii) the possibility that, if the Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline, (ix) 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, (x) valuation and risks related to the Company’s joint venture, preferred equity investments and other investments, (xi) valuation of marketable securities and other investments, including the shares of Albertsons Companies, Inc. common stock held by the Company, (xii) impairment charges, (xiii) pandemics or other health crises, such as coronavirus disease 2019 (“COVID-19”), (xiv) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (xv) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (xvi) changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, (xvii) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity, and (xviii) the other risks and uncertainties identified under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. 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 the Current Reports on Form 8-K that the Company files 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, a Maryland corporation, is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers, including mixed-use assets. The terms “Kimco,” the “Company,” “we,” “our” and “us” each refers to Kimco Realty Corporation and our subsidiaries, unless the context indicates otherwise. The Company’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

The Company is a self-administered real estate investment trust (“REIT”) and has owned and operated open-air shopping centers for 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, 2022, the Company had interests in 526 U.S. shopping center properties, aggregating 90.8 million square feet of gross leasable area (“GLA”), located in 28 states. In addition, the Company had 24 other property interests, primarily through the Company’s preferred equity investments and other investments, totaling 5.7 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, including 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;

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increasing cash flows for reinvestment and/or for distribution to shareholders while maintaining conservative payout ratios;

●

improving debt metrics and upgraded unsecured debt ratings

●

continuing growth in desirable demographic areas with successful retailers, primarily focused on grocery anchors; and

●

increasing the number of entitlements for residential use.

Weingarten Merger

On August 3, 2021, Weingarten Realty Investors (“Weingarten”) merged with and into the Company, with the Company continuing as the surviving public company. The Merger brought together two industry-leading retail real estate platforms with highly complementary portfolios and created the preeminent open-air shopping center and mixed-use real estate owner in the U.S. As a result of the Merger, the Company acquired 149 properties, including 30 held through joint venture programs. The increased scale in targeted growth markets, coupled with a broader pipeline of redevelopment opportunities, has positioned the combined company to create significant value for its shareholders.

Economic Conditions and the COVID-19 Pandemic

The economy continues to face several issues including the lack of qualified employees, inflation risk, supply chain issues and new COVID-19 variants, which could impact the Company and its tenants. In response to the rising rate of inflation the Federal Reserve has steadily increased interest rates, and may continue to increase interest rates, until the rate of inflation begins to decrease. These increases in interest rates could adversely impact the business and financial results of the Company and its tenants. In addition to the rising rate of inflation, slower economic growth and the potential for a recession could have an adverse effect on the Company and its tenants. This could negatively affect the overall demand for retail space, including the demand for leasable space in the Company’s properties. As a result, the Company could feel pricing pressure on rents that it is able to charge to new or renewing tenants, such that future rents and rent spreads could be negatively impacted.

Any of these events could materially adversely impact the Company’s business, financial condition, results of operations or stock price. The Company continues to monitor economic, financial, and social conditions, including the effects of the COVID-19 pandemic, 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. The Company did not incur any impairment charges during the nine months ended September 30, 2022, relating to changes in economic conditions or COVID-19.

Effects of Inflation

Many of the Company's long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined thresholds, which generally increase as prices rise, and/or as a result of escalation clauses, which generally 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.

Hurricane Impact

The Company did not incur significant damage to its properties as a result of Hurricane Ian, which primarily hit Florida and South Carolina in September 2022.

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Results of Operations

Comparison of the three and nine months ended September 30, 2022 and 2021

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, 2022, as compared to the corresponding periods in 2021 (in thousands, except per share data):

	Three Months Ended September 30,									Nine Months Ended September 30,
	2022			2021			Change			2022			2021			Change
Revenues
Revenues from rental properties, net	$	429,042		$	364,694		$	64,348		$	1,274,969		$	929,297		$	345,672
Management and other fee income		4,361			3,913			448			12,881			10,634			2,247
Operating expenses
Rent (1)		(3,703	)		(3,678	)		(25	)		(11,854	)		(9,706	)		(2,148	)
Real estate taxes		(55,578	)		(50,594	)		(4,984	)		(165,967	)		(129,124	)		(36,843	)
Operating and maintenance (2)		(71,457	)		(52,063	)		(19,394	)		(210,466	)		(145,480	)		(64,986	)
General and administrative (3)		(29,677	)		(25,904	)		(3,773	)		(87,606	)		(75,136	)		(12,470	)
Impairment charges		(7,067	)		(850	)		(6,217	)		(21,758	)		(954	)		(20,804	)
Merger charges		-			(46,998	)		46,998			-			(50,191	)		50,191
Depreciation and amortization		(125,419	)		(114,238	)		(11,181	)		(380,324	)		(261,687	)		(118,637	)
Gain on sale of properties		3,821			1,975			1,846			10,958			30,841			(19,883	)
Other income/(expense)
Other income, net		6,226			6,696			(470	)		18,851			11,834			7,017
(Loss)/gain on marketable securities, net		(75,491	)		457,127			(532,618	)		(215,194	)		542,510			(757,704	)
Interest expense		(52,391	)		(52,126	)		(265	)		(165,876	)		(146,654	)		(19,222	)
Early extinguishment of debt charges		(428	)		-			(428	)		(7,658	)		-			(7,658	)
Benefit/(provision) for income taxes, net		1,039			(314	)		1,353			1,096			(2,897	)		3,993
Equity in income of joint ventures, net		26,360			20,025			6,335			94,060			54,095			39,965
Equity in income of other investments, net		6,733			1,539			5,194			15,491			10,365			5,126
Net loss/(income) attributable to noncontrolling interests		1,583			(1,465	)		3,048			14,152			(5,369	)		19,521
Preferred dividends, net		(6,307	)		(6,354	)		47			(18,911	)		(19,062	)		151
Net income available to the Company's common shareholders	$	51,647		$	501,385		$	(449,738	)	$	156,844		$	743,316		$	(586,472	)
Net income available to the Company's common shareholders:
Diluted per common share	$	0.08		$	0.91		$	(0.83	)	$	0.25		$	1.56		$	(1.31	)

	(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 $51.6 million for the three months ended September 30, 2022, as compared to $501.4 million for the comparable period in 2021. On a diluted per common share basis, net income available to the Company’s common shareholders for the three months ended September 30, 2022 was $0.08 as compared to $0.91 for the comparable period in 2021.

Net income available to the Company’s common shareholders was $156.8 million for the nine months ended September 30, 2022, as compared to $743.3 million for the comparable period in 2021. On a diluted per common share basis, net income available to the Company’s common shareholders for the nine months ended September 30, 2022 was $0.25 as compared to $1.56 for the comparable period in 2021.

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, 2022, as compared to the corresponding period in 2021:

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Revenues from rental properties, net –

The increase in Revenues from rental properties, net of $64.3 million for the three months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily from (i) an increase in revenues of $58.1 million due to properties acquired during 2022 and 2021, including the impact of the Merger, (ii) a net increase in revenues from tenants of $18.6 million primarily due to an increase in leasing activity and net growth in the current portfolio and (iii) an increase in lease termination fee income of $2.0 million, partially offset by (iv) a net decrease of $7.6 million due to changes in credit losses from tenants, (v) a decrease in net straight-line rental income of $5.4 million primarily due to changes in reserves and (vi) a decrease in revenues of $1.4 million due to dispositions during 2022 and 2021.

The increase in Revenues from rental properties, net of $345.7 million for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily from (i) an increase in revenues of $318.6 million due to properties acquired during 2022 and 2021, including the impact of the Merger, (ii) a net increase in revenues from tenants of $36.2 million primarily due to an increase in leasing activity and net growth in the current portfolio, (iii) an increase in net straight-line rental income of $4.2 million primarily due to an increase in leasing activity and changes in reserves and (iv) an increase in revenues of $1.7 million due to dispositions during 2022 and 2021, partially offset by (v) a net decrease of $10.2 million due to changes in credit losses from tenants and (vi) a decrease in lease termination fee income of $4.8 million.

Real estate taxes –

The increase in Real estate taxes of $5.0 million and $36.8 million for the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, respectively, is primarily due to properties acquired during 2022 and 2021, including the impact of the Merger.

Operating and maintenance –

The increase in Operating and maintenance expense of $19.4 million and $65.0 million for the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, respectively, is primarily due to (i) properties acquired during 2022 and 2021, including the impact of the Merger and (ii) increases in repairs and maintenance, utilities and other operating costs throughout the Company’s operating properties.

General and administrative –

The increase in General and administrative expense of $3.8 million for the three months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) an increase in employee-related expenses of $2.3 million resulting from additional employees hired in connection with the Merger and (ii) an increase in professional fees and corporate expenses of $1.2 million.

The increase in General and administrative expense of $12.5 million for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) an increase in employee-related expenses of $8.7 million resulting from additional employees hired in connection with the Merger, (ii) an increase in professional fees and corporate expenses of $5.0 million, partially offset by (iii) a decrease of $1.6 million primarily due to the fluctuations in value of various directors’ deferred stock.

Impairment charges –

During the nine months ended September 30, 2022 and 2021, the Company recognized impairment charges related to adjustments to property carrying values of $21.8 million and $1.0 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, 2021, the Company incurred costs of $50.2 million associated with the Merger. These charges are primarily comprised of severance costs and professional and legal fees.

Depreciation and amortization –

The increase in Depreciation and amortization of $11.2 million for the three months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) an increase of $10.2 million resulting from properties acquired during 2022 and 2021, including the impact of the Merger, and (ii) a net increase of $1.0 million due to write-offs of depreciable assets primarily due to tenant vacates.

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The increase in Depreciation and amortization of $118.6 million for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) an increase of $124.0 million resulting from properties acquired during 2022 and 2021, including the impact of the Merger, and (ii) an increase of $1.4 million due to depreciation commencing on certain redevelopment projects that were placed into service during 2022 and 2021, partially offset by (iii) a net decrease of $6.8 million due to write-offs of depreciable assets primarily due to tenant vacates.

Gain on sale of properties –

During the nine months ended September 30, 2022, the Company disposed of eight operating properties and 10 land parcels, in separate transactions, for an aggregate sales price of $172.2 million, which resulted in aggregate gains of $11.0 million. During the nine months ended September 30, 2021, the Company disposed of five operating properties and nine land parcels, in separate transactions, for an aggregate sales price of $156.6 million, which resulted in aggregate gains of $30.8 million.

Other income, net –

The increase in Other income, net of $7.0 million for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) a net increase in mortgage and other financing income of $4.6 million primarily due to new loans issued during 2022 and 2021, and (ii) $2.4 million in increased dividend income from the shares of Albertsons Companies, Inc. “ACI” common stock held by the Company.

(Loss)/gain on marketable securities, net –

The change in (Loss)/gain on marketable securities, net of $532.6 million and $757.7 million for the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, respectively, is primarily the result of mark-to-market fluctuations of the shares of ACI common stock held by the Company.

Interest expense –

The increase in Interest expense of $19.2 million for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due (i) increased levels of borrowings resulting from the assumptions of senior unsecured notes and mortgages in connection with the Merger and public debt offerings, partially offset by (ii) the repayment of senior unsecured notes and mortgages during 2022 and 2021.

Early extinguishment of debt charges –

During the nine months ended September 30, 2022, the Company repaid its $500.0 million 3.40% senior unsecured notes, which were scheduled to mature in November 2022. As a result, the Company incurred a prepayment charge of $6.5 million and $0.7 million from the write-off of deferred financing costs during the nine months ended September 30, 2022.

Benefit/(provision) for income taxes, net –

The change in Benefit/(provision) for income taxes, net of $4.0 million for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due to the sale of properties within the Company’s taxable REIT subsidiaries during 2021.

Equity in income of joint ventures, net –

The increase in Equity in income of joint ventures, net of $6.3 million for the three months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) net gains of $8.0 million resulting from the sale of properties within various joint venture investments during 2022, (ii) an increase in equity in income of $0.9 million from ownership interests acquired in unconsolidated joint ventures in connection with the Merger and (iii) a decrease in impairment charges of $0.7 million recognized during 2022, as compared to the corresponding period in 2021, partially offset by (iv) a net decrease in equity in income of $3.3 million resulting primarily from the sale of properties within various joint venture investments during 2022 and 2021.

The increase in Equity in income of joint ventures, net of $40.0 million for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) an increase in net gains of $32.9 million resulting from the sale of properties within various joint venture investments during 2022, as compared to the corresponding period in 2021, (ii) an increase in equity in income of $5.7 million from ownership interests acquired in unconsolidated joint ventures in connection with the Merger and (iii) a net increase in equity in income of $2.3 million within various joint venture investments during 2022, as compared to the corresponding period in 2021, primarily resulting from a decrease in credit losses due to collections from tenants, including straight-line rental income, partially offset by (iv) an increase in impairment charges of $1.0 million recognized during 2022, as compared to the corresponding period in 2021.

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Equity in income of other investments, net –

The increase in Equity in income of other investments, net of $5.2 million and $5.1 million for the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, respectively, is primarily due to profit participation from the sale of properties within the Company’s Preferred Equity Program during 2022.

Net loss/(income) attributable to noncontrolling interests –

The change in Net loss/(income) attributable to noncontrolling interests of $3.0 million and $19.5 million for the three and nine months ended September 30, 2022, respectively, as compared to the corresponding periods in 2021, is primarily due to (i) impairment charges relating to properties within consolidated joint ventures recognized during 2022, partially offset by (ii) an increase in net income attributable to noncontrolling interests primarily related to consolidated joint ventures acquired in the Merger.

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, 2022, the Company had interests in 526 U.S. shopping center properties, aggregating 90.8 million square feet of gross leasable area (“GLA”), located in 28 states. At September 30, 2022, the Company’s five largest tenants were TJX Companies, The Home Depot, Ross Stores, Albertsons and Amazon/Whole Foods, which represented 3.7%, 2.2%, 1.9%, 1.9% and 1.9%, 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, marketable securities (including shares of ACI common stock held by the Company) and immediate access to the Company’s unsecured revolving credit facility (the “Credit Facility”) with bank commitments of $2.0 billion which can be increased to $2.75 billion through an accordion feature.

The Company anticipates that cash on hand, net cash flow provided by operating activities, borrowings under its Credit Facility and the issuance of equity, public debt, as well as other debt and equity alternatives, and the sale of marketable equity securities, will provide the necessary capital required by the Company. The Company will continue to evaluate its capital requirements for both its short-term and long-term liquidity needs, which could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, rising interest rates, the COVID-19 pandemic, and other risks detailed in Part I, Item 1A. Risk Factors of our 10-K.

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

	Nine Months Ended September 30,
	2022			2021
Cash, cash equivalents and restricted cash, beginning of the period	$	334,663		$	293,188
Net cash flow provided by operating activities		705,756			417,270
Net cash flow used for investing activities		(219,602	)		(357,763	)
Net cash flow (used for)/provided by financing activities		(697,286	)		130,776
Net change in cash, cash equivalents and restricted cash		(211,132	)		190,283
Cash, cash equivalents and restricted cash, end of the period	$	123,531		$	483,471

Operating Activities

Net cash flow provided by operating activities for the nine months ended September 30, 2022 was $705.8 million, as compared to $417.3 million for the comparable period in 2021. The increase of $288.5 million is primarily attributable to:

●

additional operating cash flow generated by operating properties acquired during 2022 and 2021, including those acquired from the Merger;

●

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

●

an increase in distributions from the Company’s joint ventures programs, partially offset by

●

changes in assets and liabilities due to timing of receipts and payments; and

●

the disposition of operating properties in 2022 and 2021.

Investing Activities

Net cash flow used for investing activities was $219.6 million for the nine months ended September 30, 2022, as compared to $357.8 million for the comparable period in 2021.

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Investing activities during the nine months ended September 30, 2022 primarily consisted of:

Cash inflows:

●

$146.2 million in proceeds from the sale of eight operating properties and 10 land parcels;

●

$61.0 million in reimbursements of investments in and advances to real estate joint ventures and other investments, primarily due to the sale of properties within these portfolios; and

●

$38.2 million for collection of mortgage receivables.

Cash outflows:

●

$161.2 million for the acquisition of two operating properties and five parcels;

●

$128.6 million for improvements to operating real estate primarily related to re-tenanting, tenant improvements and the Company’s active redevelopment pipeline;

●

$93.2 million for investments in and advances to real estate joint ventures, primarily related to partner buyouts and a redevelopment project within the Company’s joint venture portfolio, and investments in other investments, primarily related to funding commitments for certain investments;

●

$75.1 million for investment in other financing receivables relating to five loans;

	●	$4.5 million for investment in cost method investment; and
	●	$3.3 million for investment in marketable securities.

Investing activities during the nine months ended September 30, 2021 primarily consisted of:

Cash inflows:

●

$154.0 million in proceeds from the sale of five consolidated properties and nine parcels;

●

$57.5 million in reimbursements of investments in and advances to real estate joint ventures and other investments; and

●

$3.7 million in collection of mortgage and other financing receivables.

Cash outflows:

●

$264.0 million net cash consideration paid in conjunction with the Merger;

●

$112.8 million for improvements to operating real estate primarily related to the Company’s active redevelopment pipeline;

●

$102.7 million for the acquisition of two consolidated operating properties;

●

$67.1 million for investments in and advances to real estate joint ventures, primarily related to a redevelopment project within the Company’s joint venture portfolio, and investments in other investments, primarily related to the Company’s investment in a new preferred equity investment located in San Antonio, TX; and

●

$26.9 million for investment in other financing receivables.

Acquisition of Operating Real Estate –

During the nine months ended September 30, 2022 and 2021, the Company expended $161.2 million and $366.7 million, respectively, towards the acquisition of operating real estate properties, including the Merger in 2021. The Company anticipates spending approximately $130.0 million to $160.0 million towards the acquisition of operating properties for the remainder of 2022. The Company intends to fund these acquisitions with cash on hand, cash flow from operating activities, proceeds from property dispositions, proceeds from the sale of marketable securities and/or availability under its Credit Facility.

Improvements to Operating Real Estate –

During the nine months ended September 30, 2022 and 2021, the Company expended $128.6 million and $112.8 million, respectively, towards improvements to operating real estate. These amounts consist of the following (in thousands):

	Nine Months Ended September 30,
	2022		2021
Redevelopment and renovations	$	70,121	$	71,786
Tenant improvements and tenant allowances		58,471		41,006
Total improvements	$	128,592	$	112,792

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 2022 will be approximately $50.0 million to $75.0 million. The funding of these capital requirements will be provided by cash on hand, proceeds from property dispositions, proceeds from the sale of marketable securities, net cash flow provided by operating activities and/or availability under the Company’s Credit Facility.

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Financing Activities

Net cash flow used for financing activities was $697.3 million for the nine months ended September 30, 2022, as compared to net cash flow provided by financing activities of $130.8 million for the comparable period in 2021.

Financing activities during the nine months ended September 30, 2022 primarily consisted of:

Cash inflows:

●

$1.3 billion in proceeds from issuance of the Company’s $600.0 million 3.20% unsecured notes due 2032 and $650.0 million 4.60% senior unsecured notes due 2033;

●

$128.0 million in proceeds from borrowings under the Company’s unsecured revolving credit facility;

●

$19.0 million in proceeds from a mortgage loan financing; and

●

$14.9 million in proceeds from issuance of stock.

Cash outflows:

●

$1.4 billion for repayment of four separate senior unsecured notes, which had maturity dates ranging from November 2022 to June 2023;

●

$396.2 million of dividends paid;

●

$165.2 million in principal payment on debt, including normal amortization of rental property debt;

●

$59.4 million in redemption/distribution of noncontrolling interests;

●

$19.3 million in financing origination costs, in connection with the issuance of senior unsecured notes;

●

$13.5 million in shares repurchased for employee tax withholding on equity awards;

●

$7.0 million for payment of early extinguishment of debt charges; and

●

$3.4 million for repurchase of preferred stock.

Financing activities during the nine months ended September 30, 2021 primarily consisted of:

Cash inflows:

●

$500.0 million in proceeds from issuance of 2.25% unsecured notes due 2031; and

●

$79.4 million in proceeds from issuance of common stock, primarily related to the Company’s at-the-market continuous offering program.

Cash outflows:

●

$271.0 million of dividends paid;

●

$143.7 million in principal payment on debt, including normal amortization of rental property debt;

●

$20.8 million in shares repurchased for employee tax withholding on equity awards;

●

$7.6 million in redemption/distribution of noncontrolling interests; and

●

$7.0 million in financing origination costs, in connection with the Company’s issuance of $500.0 million of senior unsecured notes due 2031.

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, 2022, the Company had consolidated floating rate debt totaling $146.6 million, excluding deferred financing costs of $3.0 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 2022. The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintain or improve its unsecured debt ratings. The Company may, from time to time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives.

Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $17.4 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air, grocery anchored shopping centers and mixed-use assets, expanding and improving properties in the portfolio and other investments.

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During August 2021, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for the future unlimited offerings, from time to time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants. The Company, pursuant to this shelf registration statement may, from time to time, offer for sale its senior unsecured debt securities for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions and development and redevelopment costs and (ii) managing the Company’s debt maturities.

Preferred Stock –

The Company’s Board of Director’s authorized the repurchase of up to 900,000 depositary shares of Class L preferred stock and 1,058,000 depositary shares of Class M preferred stock representing up to 1,958 shares the Company’s preferred stock, par value $1.00 per share, through December 31, 2022. During the nine months ended September 30, 2022, the Company repurchased the following preferred stock:

Class of Preferred Stock	Depositary Shares Repurchased		Purchase Price (in millions)
Class L		54,508	$	1.3
Class M		90,760	$	2.1

Common Stock –

During August 2021, the Company established an at-the-market continuous offering program (the “ATM program”) pursuant to which the Company may offer and sell from time-to-time shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. In addition, the Company may from time to time enter into separate forward sale agreements with one or more banks. During the nine months ended September 30, 2022, the Company issued 450,000 shares and received net proceeds after commissions of $11.3 million. As of September 30, 2022, the Company had $411.0 million available under this ATM program.

The Company has a common share repurchase program, which is scheduled to expire on February 29, 2024. Under this program, the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million. The Company did not repurchase any shares under the common share repurchase program during the nine months ended September 30, 2022. As of September 30, 2022, the Company had $224.9 million available under this common share repurchase program.

Senior Unsecured Notes –

During the nine months ended September 30, 2022, the Company issued the following series of senior unsecured notes (dollars in millions):

Date Issued	Amount Issued		Interest Rate		Maturity Date
Aug-22	$	650.0		4.600%	Feb-33
Feb-22	$	600.0		3.200%	Apr-32

During the nine months ended September 30, 2022, the Company fully repaid the following senior unsecured notes (dollars in millions):

Date Paid	Amount Repaid		Interest Rate		Maturity Date
Sep-22 (1)	$	299.7		3.500%	Apr-23
Sep-22 (1) (2)	$	350.0		3.125%	Jun-23
Sep-22 (1) (2)	$	299.4		3.375%	Oct-22
Mar-22 (3)	$	500.0		3.400%	Nov-22

(1)

There were no prepayment charges associated with this early repayment.

(2)

Includes partial repayments during May and June 2022.

(3)

The Company incurred a prepayment charge of $6.5 million and $0.7 million in write-off of deferred financing costs resulting from this early repayment, which are included in Early extinguishment of debt charges on the Company's Condensed Consolidated Statements of Income.

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, 2022
Consolidated Indebtedness to Total Assets	<60%	38%
Consolidated Secured Indebtedness to Total Assets	<40%	2%
Consolidated Income Available for Debt Service to Maximum Annual Service Charge	>1.50x	4.2x
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness	>1.50x	2.5x

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For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; and the Seventh Supplemental Indenture dated as of April 24, 2014, each as filed with the SEC. In connection with the Merger, 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, 2021 for specific filing information.

Credit Facility –

The Company has a $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks which is scheduled to expire in March 2024, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2025. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. In July 2022, the Company amended the Credit Facility to (i) replace LIBOR borrowings with Secured Overnight Financing Rate (“SOFR”) borrowings, (ii) supplement the sustainability grid with an additional one basis point reduction of applicable margin if certain criteria as defined in the Credit Facility are met, (iii) add a leverage metric test which, if met, reduces the applicable margin by five basis points and (iv) obtain pre-approval of a possible organizational conversion to an UPREIT structure. The Company achieved such sustainability metric targets, which effectively reduced the rate on the Credit Facility by two basis points. The Credit Facility, which accrues interest at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus 75.5 basis points (3.85% as of September 30, 2022), can be increased to $2.75 billion through an accordion feature. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. As of September 30, 2022, the Credit Facility had an outstanding balance of $128.0 million and appropriations for letters of credit of $1.2 million.

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, 2022
Total Indebtedness to Gross Asset Value (“GAV”)	<60%	38%
Total Priority Indebtedness to GAV	<35%	1%
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense	>1.75x	4.6x
Fixed Charge Total Adjusted EBITDA to Total Debt Service	>1.50x	4.1x

For a full description of the Credit Facility’s covenants, refer to Amendment No. 2 dated July 12, 2022 to Amended and Restated Credit Agreement, dated February 27, 2020, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated July 29, 2022.

Mortgages Payable –

During the nine months ended September 30, 2022, the Company (i) obtained a $19.0 million mortgage relating to a consolidated joint venture operating property and (ii) repaid $158.4 million of mortgage debt (including fair market value adjustment of $0.5 million) that encumbered 11 operating properties.

In addition to the public equity and debt markets as capital sources, the Company may, from time to time, obtain mortgage financing on selected properties to partially fund the capital needs of its real estate re-development and re-tenanting projects. As of September 30, 2022, the Company had over 485 unencumbered property interests in its portfolio.

Other –

As of September 30, 2022, the Company held 39.8 million shares in Albertsons Companies, Inc. (“ACI”) with a fair value of $990.4 million. On October 14, 2022, The Kroger Co. (“Kroger”) and ACI announced a definitive merger agreement (“ACI Merger”), with Kroger continuing as the surviving public company. In connection with the ACI Merger, ACI announced a $6.85 per share special cash dividend payable on November 7, 2022 to ACI shareholders of record as of the close of business on October 24, 2022. Subsequent to the ACI Merger announcement, in October 2022, the Company sold 11.5 million of its shares in ACI, generating net proceeds of approximately $301.1 million. The Company still retains 28.3 million shares of ACI, of which 28.0 million shares are subject to certain contractual lock-up provisions that expire in May 2023. As a result of the anticipated special cash dividend from ACI (estimated to be $194.1 million to the Company), the Company is expecting to make a special dividend in connection with maintaining compliance with its REIT distribution requirements. A special dividend by the Company may take the form of cash or some combination of cash and the Company's common stock. The Company’s determination regarding any such special dividend and the form thereof will be made and announced by year end.

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The Company has issued letters of credit in connection with the completion and repayment guarantees primarily on certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At September 30, 2022, these letters of credit aggregated $44.2 million.

The Company has an investment with a funding commitment of $27.5 million, of which $13.1 million has been funded as of September 30, 2022.

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, 2022, there were $18.5 million in performance and surety bonds outstanding.

In connection with the Merger, the Company now provides a guaranty for the payment of any debt service shortfalls on the Sheridan Redevelopment Agency issued Series A bonds which are tax increment revenue bonds issued in connection with a development project in Sheridan, Colorado. These tax increment revenue bonds have a balance of $49.7 million outstanding at September 30, 2022. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ("PIF") to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The revenue generated from incremental sales, property taxes and PIF have satisfied the debt service requirements to date. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.

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 they monitor sources of capital and evaluate 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 issuances of stock for the nine months ended September 30, 2022 and 2021 were $396.2 million and $271.0 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. The Company’s objective is to establish a dividend level that maintains compliance with the Company’s REIT taxable income distribution requirements. On July 26, 2022, the Company’s Board of Directors declared a quarterly dividend with respect to the Company’s classes of cumulative redeemable preferred shares (Classes L and M) which were paid on October 17, 2022 to shareholders of record on October 3, 2022. In addition, the Company’s Board of Directors declared a quarterly cash dividend of $0.22 per common share, which was paid on September 23, 2022 to shareholders of record on September 9, 2022.

On October 25, 2022, the Company’s Board of Directors declared quarterly dividends with respect to the Company’s classes of cumulative redeemable preferred shares (Classes L and M), which are scheduled to be paid on January 17, 2023, to shareholders of record on December 30, 2022. Additionally, on October 25, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.23 per common share, representing a 4.5% increase from the prior quarterly dividend of $0.22, payable on December 23, 2022 to shareholders of record on December 9, 2022.

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, per the NAREIT Funds From Operations White Paper-2018 Restatement, to exclude from its calculation of FFO (i) gains and losses on the sale of assets and impairments of assets incidental to its main business and (ii) mark-to-market changes in the value of its equity securities. As such, the Company does not include gains/impairments on land parcels, gains/losses (realized or unrealized) from marketable securities, allowance for credit losses on mortgage receivables or gains/impairments on preferred equity participations in NAREIT defined FFO.

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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,
	2022			2021			2022			2021
Net income available to the Company’s common shareholders	$	51,647		$	501,385		$	156,844		$	743,316
Gain on sale of properties		(3,821	)		(1,975	)		(10,958	)		(30,841	)
Gain on sale of joint venture properties		(7,998	)		-			(38,182	)		(5,283	)
Depreciation and amortization - real estate related		124,478			113,404			377,611			259,298
Depreciation and amortization - real estate joint ventures		16,667			15,365			50,168			35,605
Impairment charges (including real estate joint ventures)		7,735			2,041			25,668			3,213
Profit participation from other investments, net		(5,358	)		2,380			(11,009	)		1,229
Loss/(gain) on marketable securities, net		75,491			(457,127	)		215,194			(542,510	)
(Benefit)/provision for income taxes, net (1)		(227	)		35			(235	)		2,177
Noncontrolling interests (1)		(4,144	)		(1,805	)		(23,603	)		551
FFO available to the Company’s common shareholders (3)	$	254,470		$	173,703		$	741,498		$	466,755
Weighted average shares outstanding for FFO calculations:
Basic		615,832			546,842			615,417			469,885
Units		2,558			2,626			2,498			2,642
Dilutive effect of equity awards		2,133			1,718			2,392			1,837
Diluted (2)		620,523			551,186			620,307			474,364

FFO per common share – basic	$	0.41		$	0.32		$	1.20		$	0.99
FFO per common share – diluted (2)	$	0.41		$	0.32		$	1.20		$	0.99

(1)	Related to gains, impairments, and depreciation on properties, where applicable.

(2)

Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect on FFO available to the Company’s common shareholders. FFO available to the Company’s common shareholders would be increased by $560 and $435 for the three months ended September 30, 2022 and 2021, respectively. FFO available to the company’s common shareholders would be increased by $1,486 and $630 for the nine months ended September 30, 2022 and 2021, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of FFO available to the Company’s common shareholders per share. Accordingly, the impact of such conversion has not been included in the determination of diluted FFO per share calculations.

(3)

Includes Early extinguishment of debt charges of $0.4 million and $7.7 million recognized during the three and nine months ended September 30, 2022, respectively. Includes Merger charges of $47.0 million and $50.2 million recognized during the three and nine months ended September 30, 2021, respectively, in connection with the Merger.

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, 2022 and 2021, the Company included Same property NOI from the Weingarten properties acquired through the Merger, as the Company owned these properties for the full three and nine months ended September 30, 2022. The amount of the adjustment relating to Weingarten Same property NOI for the three and nine months ended September 30, 2021, included in the table below, represents the Same property NOI from Weingarten properties prior to the Merger, which is not included in the Company's Net income available to the Company’s common shareholders for the corresponding period.

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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 bad debt, operating and maintenance expense, real estate taxes and rent expense plus the Company’s proportionate share of Same property NOI from unconsolidated real estate joint ventures, calculated on the same basis. The Company’s method of calculating Same property NOI available to the Company’s common shareholders may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net income available to the Company’s common shareholders	$	51,647		$	501,385		$	156,844		$	743,316
Adjustments:
Management and other fee income		(4,361	)		(3,913	)		(12,881	)		(10,634	)
General and administrative		29,677			25,904			87,606			75,136
Impairment charges		7,067			850			21,758			954
Merger charges		-			46,998			-			50,191
Depreciation and amortization		125,419			114,238			380,324			261,687
Gain on sale of properties		(3,821	)		(1,975	)		(10,958	)		(30,841	)
Interest and other expense, net		46,593			45,430			154,683			134,820
Loss/(gain) on marketable securities, net		75,491			(457,127	)		215,194			(542,510	)
(Benefit)/provision for income taxes, net		(1,039	)		314			(1,096	)		2,897
Equity in income of other investments, net		(6,733	)		(1,539	)		(15,491	)		(10,365	)
Net (loss)/income attributable to noncontrolling interests		(1,583	)		1,465			(14,152	)		5,369
Preferred dividends, net		6,307			6,354			18,911			19,062
Weingarten same property NOI (1)		-			36,311			-			252,651
Non same property net operating income		(21,099	)		(24,658	)		(61,601	)		(91,523	)
Non-operational expense from joint ventures, net		14,754			18,658			31,580			45,226
Same property NOI	$	318,319		$	308,695		$	950,721		$	905,436

(1)

Amounts for the three and nine months ended September 30, 2021, represent the Same property NOI from Weingarten properties, not included in the Company's Net income available to the Company's common shareholders for the same period.

Same property NOI increased by $9.6 million or 3.1% for the three months ended September 30, 2022, as compared to the corresponding period in 2021. This increase is primarily the result of (i) an increase in net operating income of $20.1 million primarily related to an increase in rental revenue driven by strong leasing activity and a decrease in tenant rent abatements and vacancies as a result of the COVID-19 pandemic, partially offset by (ii) a change in credit loss from tenants of $10.7 million.

Same property NOI increased by $45.3 million or 5.0% for the nine months ended September 30, 2022, as compared to the corresponding period in 2021. This increase is primarily the result of (i) an increase in net operating income of $61.9 million primarily related to an increase in rental revenue driven by strong leasing activity and a decrease in tenant rent abatements and vacancies as a result of the COVID-19 pandemic, partially offset by (ii) a change in credit loss from tenants of $16.6 million.

Leasing Activity

During the nine months ended September 30, 2022, the Company executed 1,294 leases totaling over 8.3 million square feet in the Company’s consolidated operating portfolio comprised of 397 new leases and 897 renewals and options. The leasing costs associated with these new leases are estimated to aggregate $81.9 million or $41.19 per square foot. These costs include $17.6 million of tenant improvements and $64.3 million of external leasing commissions. The average rent per square foot for (i) new leases was $21.71 and (ii) renewals and options was $17.91.

Tenant Lease Expirations

At September 30, 2022, the Company has a total of 8,181 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 lease data:

Year Ending December 31,	Number of Leases Expiring		Square Feet Expiring		Total Annual Base Rent Expiring		% of Gross Annual Rent
(1)		163		365	$	10,364		0.8	%
2022		122		419	$	10,184		0.8	%
2023		1,038		5,905	$	111,424		9.1	%
2024		1,182		7,731	$	146,415		12.0	%
2025		1,130		8,178	$	151,494		12.4	%
2026		1,037		9,431	$	155,054		12.7	%
2027		1,078		9,787	$	167,275		13.7	%
2028		646		6,931	$	122,355		10.0	%
2029		414		3,758	$	70,089		5.7	%
2030		312		2,474	$	55,472		4.5	%
2031		332		2,409	$	53,999		4.4	%
2032		376		2,654	$	53,671		4.4	%

(1)

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

Table of Contents

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. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. The following table presents the Company’s aggregate fixed rate and variable rate debt obligations outstanding, including fair market value adjustments and unamortized deferred financing costs, as of September 30, 2022, with corresponding weighted-average interest rates sorted by maturity date. The table does not include extension options where available (amounts in millions).

	2022		2023			2024			2025			2026			Thereafter			Total			Fair Value
Secured Debt
Fixed Rate	$	-	$	12.0		$	4.3		$	53.5		$	-		$	212.4		$	282.2		$	246.1
Average Interest Rate		-		3.23	%		6.75	%		3.50	%		-			4.27	%		4.12	%

Variable Rate	$	-	$	-		$	-		$	18.5		$	-		$	-		$	18.5		$	18.0
Average Interest Rate		-		-			-			3.81	%		-			-			3.81	%

Unsecured Debt
Fixed Rate	$	-	$	-		$	656.2		$	754.1		$	786.2		$	4,587.8		$	6,784.3		$	5,742.8
Average Interest Rate		-		-			3.37	%		3.48	%		3.06	%		3.53	%		3.45	%

Variable Rate	$	-	$	-		$	125.1		$	-		$	-		$	-		$	125.1		$	126.6
Average Interest Rate		-		-			3.85	%		-			-			-			3.85	%

Based on the Company’s variable-rate debt balances, interest expense would have increased by $1.1 million for the nine months ended September 30, 2022 if short-term interest rates were 1.0% higher.

Item 4. Controls and Procedures.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

There have not been any changes in the 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.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

The following information supplements and amends our discussion set forth under Part I, Item 3 "Legal Proceedings" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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

Item 1A. Risk Factors.

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, 2021.

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

Issuer Purchases of Equity Securities

The Company’s Board of Director’s authorized the repurchase of up to 900,000 depositary shares of Class L preferred stock and 1,058,000 depositary shares of Class M preferred stock representing up to an aggregate of 1,958 shares of the Company’s preferred stock, par value $1.00 per share, through December 31, 2022. The Company did not repurchase any Class L depositary shares or Class M depositary shares during the three months ended September 30, 2022.

During the nine months ended September 30, 2022, the Company repurchased 561,187 shares of the Company’s common stock for an aggregate purchase price of $13.5 million (weighted average price of $24.14 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.

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)
January 1, 2022 – January 31, 2022		3,157	$	24.68		-	$	224.9
February 1, 2022 – February 28, 2022		552,640		24.16		-	$	224.9
March 1, 2022 – March 31, 2022		-		-		-	$	224.9
April 1, 2022 – April 30, 2022		-		-		-	$	224.9
May 1, 2022 – May 31, 2022		2,520		23.26		-	$	224.9
June 1, 2022 – June 30, 2022		1,570		21.90		-	$	224.9
July 1, 2022 – July 31, 2022		-		-		-	$	224.9
August 1, 2022 – August 31, 2022		1,300		21.72		-	$	224.9
September 1, 2022 – September 30, 2022		-		-		-	$	224.9
Total		561,187	$	24.14		-

Item 3. Defaults Upon Senior Securities.

None.

Table of Contents

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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.

4.1	Form of Global Note for 4.600% Notes due 2033 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 24, 2022)
31.1	Certification of the Company’s Chief Executive Officer, Conor C. Flynn, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Company’s Chief Executive Officer, Conor C. Flynn, and the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Furnished herewith.

Table of Contents

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 28, 2022		/s/ *Conor C. Flynn*
(Date)		Conor C. Flynn
		Chief Executive Officer


October 28, 2022		/s/ *Glenn G. Cohen*
(Date)		Glenn G. Cohen
		Chief Financial Officer

i Maryland		i 13-2744380
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common Stock, par value $.01 per share.	i KIM	i New York Stock Exchange
i Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable, Preferred Stock, $1.00 par value per share.	i KIMprL	i New York Stock Exchange
i Depositary Shares, each representing one-thousandth of a share of 5.250% Class M Cumulative Redeemable, Preferred Stock, $1.00 par value per share.	i KIMprM	i New York Stock Exchange

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

	September 30, 2022		December 31, 2021
Assets:
Real estate, net of accumulated depreciation and amortization of $3,336,473 and $3,010,699, respectively	$	i 14,748,910	$	i 15,035,900
Real estate under development		i 5,672		i 5,672
Investments in and advances to real estate joint ventures		i 1,092,351		i 1,006,899
Other investments		i 105,984		i 122,015
Cash and cash equivalents		i 123,531		i 334,663
Marketable securities		i 999,094		i 1,211,739
Accounts and notes receivable, net		i 269,887		i 254,677
Operating lease right-of-use assets, net		i 135,429		i 147,458
Other assets		i 434,711		i 340,176
Total assets (1)	$	i 17,915,569	$	i 18,459,199

Liabilities:
Notes payable, net	$	i 6,909,382	$	i 7,027,050
Mortgages payable, net		i 300,739		i 448,652
Dividends payable		i 5,326		i 5,366
Operating lease liabilities		i 114,923		i 123,779
Other liabilities		i 732,081		i 730,690
Total liabilities (2)		i 8,062,451		i 8,335,537
Redeemable noncontrolling interests		i 13,270		i 13,480

Commitments and Contingencies (Footnote 18)

Stockholders' equity:
Preferred stock, $1.00 par value, authorized 7,054,000 shares; Issued and outstanding (in series) 19,435 and 19,580 shares, respectively; Aggregate liquidation preference $485,868 and $489,500, respectively		i 19		i 20
Common stock, $.01 par value, authorized 750,000,000 shares; Issued and outstanding 618,462,620 and 616,658,593 shares, respectively		i 6,185		i 6,167
Paid-in capital		i 9,611,382		i 9,591,871
Retained earnings		i 78,790		i 299,115
Accumulated other comprehensive income		i 6,688		i 2,216
Total stockholders' equity		i 9,703,064		i 9,899,389
Noncontrolling interests		i 136,784		i 210,793
Total equity		i 9,839,848		i 10,110,182
Total liabilities and equity	$	i 17,915,569	$	i 18,459,199

	Nine Months Endeds September 30,
	2022			2021

Cash flow from operating activities:
Net income	$	i 161,603		$	i 767,747
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		i 380,324			i 261,687
Impairment charges		i 21,758			i 954
Early extinguishment of debt charges		i 7,658			i -
Equity award expense		i 20,185			i 17,971
Gain on sale of properties		( i 10,958	)		( i 30,841	)
Loss/(gain) on marketable securities, net		i 215,194			( i 542,510	)
Equity in income of joint ventures, net		( i 94,060	)		( i 54,095	)
Equity in income of other investments, net		( i 15,491	)		( i 10,365	)
Distributions from joint ventures and other investments		i 66,875			i 54,188
Change in accounts and notes receivable, net		( i 10,950	)		( i 3,644	)
Change in accounts payable and accrued expenses		i 33,534			( i 55,569	)
Change in other operating assets and liabilities, net		( i 69,916	)		i 11,747
Net cash flow provided by operating activities		i 705,756			i 417,270

Cash flow from investing activities:
Acquisition of operating real estate		( i 161,171	)		( i 102,682	)
Improvements to operating real estate		( i 128,592	)		( i 112,792	)
Acquisition of Weingarten Realty Investors, net of cash acquired of $56,465		i -			( i 263,973	)
Investment in marketable securities		( i 3,348	)		i -
Proceeds from sale of marketable securities		i 800			i 339
Investment in cost method investment		( i 4,497	)		i -
Investments in and advances to real estate joint ventures		( i 80,496	)		( i 7,546	)
Reimbursements of investments in and advances to real estate joint ventures		i 31,540			i 9,113
Investments in and advances to other investments		( i 12,669	)		( i 59,504	)
Reimbursements of investments in and advances to other investments		i 29,444			i 48,420
Investment in other financing receivable		( i 75,063	)		( i 26,897	)
Collection of mortgage loans receivable		i 38,232			i 3,742
Proceeds from sale of properties		i 146,218			i 154,017
Net cash flow used for investing activities		( i 219,602	)		( i 357,763	)

Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt		( i 157,928	)		( i 136,222	)
Principal payments on rental property debt		( i 7,244	)		( i 7,481	)
Proceeds from mortgage loan financings		i 19,000			i -
Proceeds from issuance of unsecured notes		i 1,250,000			i 500,000
Proceeds from unsecured revolving credit facility, net		i 128,000			i -
Repayments of unsecured notes		( i 1,449,060	)		i -
Financing origination costs		( i 19,273	)		( i 7,017	)
Payment of early extinguishment of debt charges		( i 6,955	)		i -
Contributions from noncontrolling interests		i 891			i -
Redemption/distribution of noncontrolling interests		( i 59,361	)		( i 7,558	)
Dividends paid		( i 396,182	)		( i 270,956	)
Proceeds from issuance of stock, net		i 14,926			i 79,433
Repurchase of preferred stock		( i 3,441	)		i -
Shares repurchased for employee tax withholding on equity awards		( i 13,549	)		( i 20,787	)
Change in tenants' security deposits		i 2,890			i 1,364
Net cash flow (used for)/provided by financing activities		( i 697,286	)		i 130,776

Net change in cash, cash equivalents and restricted cash		( i 211,132	)		i 190,283
Cash, cash equivalents and restricted cash, beginning of the period		i 334,663			i 293,188
Cash, cash equivalents and restricted cash, end of the period	$	i 123,531		$	i 483,471

Interest paid during the period, including payment of early extinguishment of debt charges of $6,955 and $0, respectively (net of capitalized interest of $445 and $482, respectively)	$	i 186,193		$	i 122,297

Kimco Realty Corp. – ‘10-Q’ for 9/30/22

On: Friday, 10/28/22, at 10:42am ET · For: 9/30/22 · Accession #: 1437749-22-25020 · File #: 1-10899

Previous ‘10-Q’: ‘10-Q’ on 7/29/22 for 6/30/22 · Next: ‘10-Q’ on 4/28/23 for 3/31/23 · Latest: ‘10-Q’ on 10/27/23 for 9/30/23 · 11 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

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Dates Referenced Herein and Documents Incorporated by Reference

10 Subsequent Filings that Reference this Filing

1 Previous Filing that this Filing References

Item 1. Financial Statements.

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

Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	3

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2022 and 2021	4

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021	5

Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2022 and 2021	6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	8

Notes to Condensed Consolidated Financial Statements.	9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	24

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	37

Item 4. Controls and Procedures.	37

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.	38

Item 1A. Risk Factors.	38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	38

Item 3. Defaults Upon Senior Securities.	38

Item 4. Mine Safety Disclosures.	39

Item 5. Other Information.	39

Item 6. Exhibits.	39

Signatures	40

	Three Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2021
Revenues from rental properties, net	$	i 401.4	$	i 1,186.4
Net income (1)	$	i 561.4	$	854.3
Net income available to the Company’s common shareholders (1)	$	i 553.4	$	828.3
Net income available to the Company’s common shareholders per common share:
Basic (1)	$	i 0.91	$	1.35
Diluted (1)	$	i 0.90	$	1.34

Property Name	Location	Month Acquired	Purchase Price		GLA*
Ranchos San Marcos Parcel	San Marcos, CA	Jan-22	$	i 2,407		i 6
Columbia Crossing Parcel	Columbia, MD	Feb-22		i 16,239		i 60
Oak Forest Parcel	Houston, TX	Jun-22		i 3,846		i 4
Devon Village (1)	Devon, PA	Jun-22		i 733		i -
Fishtown Crossing	Philadelphia, PA	Jul-22		i 39,291		i 133
Carman’s Plaza	Massapequa, NY	Jul-22		i 51,423		i 195
Pike Center (1)	Rockville, MD	Jul-22		i 21,850		i -
			$	i 135,789		i 398

	Allocation as of September 30, 2022			Weighted Average Amortization Period (in Years)
Land	$	i 64,480			n/a
Building		i 58,800			i 50.0
Building improvements		i 4,480			i 45.0
Tenant improvements		i 4,963			i 6.9
Solar panels		i 2,308			i 20.0
In-place leases		i 7,249			i 6.4
Above-market leases		i 199			i 3.8
Below-market leases		( i 6,690	)		i 14.2
Net assets acquired	$	i 135,789

	As of September 30, 2022		As of December 31, 2021
Marketable securities:
Amortized cost	$	i 116,741	$	i 114,159
Unrealized gains, net		i 882,353		i 1,097,580
Total fair value	$	i 999,094	$	i 1,211,739

	As of September 30, 2022		As of December 31, 2021
Billed tenant receivables	$	i 13,430	$	i 20,970
Unbilled common area maintenance, insurance and tax reimbursements		i 53,305		i 55,283
Deferred rent receivables		i 3,145		i 5,029
Other receivables		i 18,167		i 15,725
Straight-line rent receivables		i 181,840		i 157,670
Total accounts and notes receivable, net	$	i 269,887	$	i 254,677

	Operating Leases			Finance Leases
Weighted-average remaining lease term (in years)		i 24.7			i 1.3
Weighted-average discount rate		i 6.62	%		i 4.44	%

Date Issued	Face Amount		Interest Rate			Maturity Date
Jul-22	$	i 22.0		i 10.00	%	Feb-24
Jun-22	$	i 16.5		i 9.00	%	Jun-25
Jun-22	$	i 19.6		i 10.00	%	Jun-29
May-22	$	i 14.0		i 8.00	%	May-29
Jan-22	$	i 3.0		i 8.00	%	Jul-22

	As of September 30, 2022		As of December 31, 2021
Number of unencumbered VIEs		i 30		i 30
Number of encumbered VIEs		i 2		i 4
Total number of consolidated VIEs		i 32		i 34

Restricted Assets:
Real estate, net	$	i 81.5	$	i 222.9
Cash and cash equivalents		i 4.9		i 2.0
Accounts and notes receivable, net		i 1.1		i 2.0
Other assets		i 1.4		i 1.0
Total Restricted Assets	$	i 88.9	$	i 227.9

VIE Liabilities:
Mortgages payable, net	$	i 31.1	$	i 78.9
Accounts payable and accrued expenses		i 12.3		i 11.8
Operating lease liabilities		i 5.3		i 6.7
Other liabilities		i 51.6		i 56.5
Total VIE Liabilities	$	i 100.3	$	i 153.9

	(2)	The Company determined that its valuation of its mortgages payable were classified within Level 3 of the fair value hierarchy.
	(3)	The Company determined the estimated fair value of the Credit Facility and mortgages payable using a discounted cash flow model using a rate that reflects the average yield of similar market participants.

	2022
Change in Projected Benefit Obligation:
Benefit obligation at January 1	$	i 36,995
Interest cost		i 435
Actuarial gain		( i 6,028	)
Benefit payments		( i 1,093	)
Benefit obligation at September 30, 2022	$	i 30,309
Change in Plan Assets:
Fair value of plan assets at January 1	$	i 43,653
Actual return on plan assets		( i 1,343	)
Benefit payments		( i 1,093	)
Fair value of plan assets at September 30	$	i 41,217
Funded status at September 30 (included in Other assets)	$	i 10,908
Accumulated benefit obligation	$	i 30,309
Net gain recognized in other comprehensive income	$	i 6,688

Discount rate			i 4.23	%
Interest credit rate for cash balance plan			i 4.50	%

	Unrealized Gains Related to Defined Benefit Plan
Balance as of January 1, 2022	$	i 2,216
Other comprehensive income before reclassifications		i 4,472
Amounts reclassified from AOCI		i -
Net current-period other comprehensive income		i 4,472
Balance as of September 30, 2022	$	i 6,688

This ‘10-Q’ Filing	Date	Other Filings

	2/29/24
	1/1/24
	1/17/23
	1/1/23
	12/31/22
	12/30/22
	12/23/22
	12/9/22
	11/7/22
Filed on:	10/28/22
	10/25/22
	10/24/22
	10/19/22
	10/17/22
	10/14/22	4
	10/3/22
For Period end:	9/30/22
	9/23/22
	9/9/22
	9/1/22
	8/31/22
	8/1/22
	7/31/22
	7/29/22	10-Q
	7/26/22
	7/12/22
	7/1/22
	6/30/22	10-Q
	6/1/22
	5/31/22
	5/1/22
	4/30/22
	4/1/22
	3/31/22	10-Q
	3/1/22	10-K
	2/28/22	10-K
	2/1/22	SC 13G/A
	1/31/22
	1/1/22
	12/31/21	10-K, 11-K
	9/30/21	10-Q
	8/3/21	8-K, 8-K/A
	7/1/21
	4/15/21	425, 8-K
	1/1/21	4
	2/27/20
	1/1/20	4
	4/24/14	8-K
	5/23/13	8-K
	10/9/12
	9/24/09	8-K
	4/26/07	8-K
	8/2/06
	6/2/06	4, 8-K
	4/7/95
	2/10/95
	8/4/94
	9/1/93
		List all Filings

Kimco Realty Corp. – ‘10-Q’ for 9/30/22

On: Friday, 10/28/22, at 10:42am ET · For: 9/30/22 · Accession #: 1437749-22-25020 · File #: 1-10899

Quarterly Report — Form 10-QFiling Table of Contents

‘10-Q’ — Quarterly ReportDocument Table of Contents

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10 Subsequent Filings that Reference this Filing

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Quarterly Report — Form 10-Q

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‘10-Q’ — Quarterly Report

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