UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June 30, 2022~~March 31, 2023

☐

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

For the transition period from to

Commission ~~File Number:~~file number: 1-10899 (Kimco Realty Corporation)

Commission file number: 333-269102-01 (Kimco Realty OP, LLC)

KIMCO REALTY CORPORATION

KIMCO REALTY OP, LLC

(Exact name of registrant as specified in its charter)

Maryland (Kimco Realty Corporation)

Delaware (Kimco Realty OP, LLC)

13-2744380

92-1489725

(State or other jurisdiction of incorporation or organization)

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

500 North Broadway, Suite 201, Jericho, NY 11753

(Address of principal executive offices) (Zip Code)

(516) 869-9000

(Registrant’s telephone number, including area code)

~~N/A~~

~~(Former name, former address and former fiscal year, if changed since last report)~~

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

Kimco Realty Corporation

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

Kimco Realty OP, LLC

Title of each class		Trading Symbol(s)	Name of each exchange on which registered
None		N/A	N/A

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule ~~12-b-2~~12b-2 of the Exchange Act.

Kimco Realty Corporation:

~~Large accelerated filer~~

☒

~~Accelerated filer~~

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

Kimco Realty OP, LLC:

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

~~Non-accelerated filer~~

☐

~~Smaller reporting company~~

☐

~~Emerging growth company~~

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Kimco Realty Corporation ☐ Kimco Realty OP, LLC ☐

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

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

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

As of ~~July~~April 20, ~~2022, the registrant~~2023, Kimco Realty Corporation had ~~618,481,988~~619,891,809 shares of common stock outstanding.

~~Table of Contents~~

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2023, of Kimco Realty Corporation (the “Company”) and Kimco Realty OP, LLC (“Kimco OP”). Prior to January 1, 2023, the Company’s business was conducted through a predecessor entity also known as Kimco Realty Corporation (the “Predecessor”). On December 14, 2022, the Predecessor’s Board of Directors approved the entry into an Agreement and Plan of Merger (the “UPREIT Merger”) with the company formerly known as New KRC Corp., which was a Maryland corporation and wholly owned subsidiary of the Predecessor (the “Parent Company”), and KRC Merger Sub Corp., which was a Maryland corporation and wholly owned subsidiary of the Parent Company (“Merger Sub”), to effect the reorganization (the “Reorganization”) of the Predecessor’s business into an umbrella partnership real estate investment trust, or “UPREIT”.

On January 1, 2023, pursuant to the UPREIT Merger, Merger Sub merged with and into the Predecessor, with the Predecessor continuing as the surviving entity and a wholly-owned subsidiary of the Parent Company, and each outstanding share of capital stock of the Predecessor was converted into one equivalent share of capital stock of the Parent Company (each of which has continued to trade under their respective existing ticker symbol with the same rights, powers and limitations that existed immediately prior to the Reorganization).

In connection with the Reorganization, the Parent Company changed its name to Kimco Realty Corporation, and replaced the Predecessor as the New York Stock Exchange-listed public company. Effective as of January 3, 2023, the Predecessor converted into a limited liability company, organized in the State of Delaware, known as Kimco Realty OP, LLC, the entity we refer to herein as “Kimco OP”.

Following the Reorganization, substantially all of the Company’s assets are held by, and substantially all of the Company’s operations are conducted through, Kimco OP (either directly or through its subsidiaries), as the Company’s operating company, and the Company is the managing member of Kimco OP. The officers and directors of the Company are the same as the officers and directors of the Predecessor immediately prior to the Reorganization.

The Parent Company is a real estate investment trust ("REIT") and is the sole member and managing member of Kimco OP. As of March 31, 2023, the Parent Company owned 100% of the outstanding limited liability company interests (the "OP Units") in Kimco OP.

Stockholders' equity and members’ capital are the primary areas of difference between the unaudited Condensed Consolidated Financial Statements of the Parent Company and those of Kimco OP. Kimco OP’s capital currently includes OP Units owned solely by the Parent, and may in the future include non-controlling OP Units owned by third parties. OP Units owned by third parties, if any, will be accounted for within capital on Kimco OP’s financial statements and in non-controlling interests in the Parent Company’s financial statements.

The Parent Company consolidates Kimco OP for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in Kimco OP. Therefore, while stockholders’ equity and members’ capital differ as discussed above, the assets and liabilities of the Parent Company and Kimco OP are the same on their respective financial statements.

The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and Kimco OP into this single report provides the following benefits:

●

Enhances investors' understanding of the Parent Company and Kimco OP by enabling investors to view the businesses as a whole in the same manner as management views and operates the business;

●

Eliminates duplicative disclosure and provides a more concise and readable presentation because a substantial portion of the disclosure applies to both the Parent Company and Kimco OP; and

●

Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

In order to highlight the differences between the Parent Company and Kimco OP, there are sections in this Quarterly Report that separately discuss the Parent Company and Kimco OP, including separate financial statements (but combined footnotes), separate controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and Kimco OP, unless context otherwise requires, this Quarterly Report refers to actions or holdings of Parent Company and/or Kimco OP as being the actions or holdings of the Company (either directly or through its subsidiaries, including Kimco OP).

Throughout this Quarterly Report, unless the context requires otherwise:

●

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

for the period prior to January 1, 2023 (the period preceding the UPREIT Merger), the Predecessor and its business and operations conducted through its directly or indirectly owned subsidiaries;

for the period on or after January 1, 2023, (the period from and following the UPREIT Merger), the Parent Company and its business and operations conducted through its directly or indirectly owned subsidiaries, including Kimco OP; and

in statements regarding qualification as a real estate investment trust (“REIT”), such terms refer solely to the Predecessor or Parent Company, as applicable.

●

“Kimco OP” refers to Kimco Realty OP, LLC, our operating company following the UPREIT Merger.

●

References to “shares” and “shareholders” refer to the shares and shareholders of the Predecessor prior to January 1, 2023 and of the Parent Company on or after January 1, 2023, and not the limited liability company interests of Kimco OP.

PART I - FINANCIAL INFORMATION

Item 1.	Financial ~~Statements.~~Statements

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

	Condensed Consolidated Balance Sheets as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022	3

	Condensed Consolidated Statements of ~~Operations~~Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	4

	~~Condensed Consolidated Statements of Comprehensive Income~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMe for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	5

	Condensed Consolidated Statements of Changes in Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	6

	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	7

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

	Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	8

	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2023 and 2022	9

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMe for the Three Months Ended March 31, 2023 and 2022	10

	Condensed Consolidated Statements of Changes in Capital for the Three Months Ended March 31, 2023 and 2022	11

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	12

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

	Notes to Condensed Consolidated Financial ~~Statements.~~Statements (unaudited)	913

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	2126

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	3438

Item 4.	Controls and Procedures.	3438

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	3539

Item 1A.	Risk Factors.	3539

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	3539

Item 3.	Defaults Upon Senior Securities.	3640

Item 4.	Mine Safety Disclosures.	3640

Item 5.	Other Information.	3640

Item 6.	Exhibits.	~~Exhibits.~~	3640

Signatures		3741

~~Table of Contents~~

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(Unaudited)~~(unaudited)

(in thousands, except share information)

	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Assets:
Real estate, net of accumulated depreciation and amortization of $3,238,079 and $3,010,699, respectively	$	14,837,685	$	15,035,900
Real estate under development		5,672		5,672
Real estate, net of accumulated depreciation and amortization of $3,523,503 and $3,417,414, respectively					$	15,108,018	$	15,039,828
Investments in and advances to real estate joint ventures		1,083,509		1,006,899		1,092,477		1,091,551
Other investments		101,680		122,015		132,935		107,581
Cash and cash equivalents		296,798		334,663		329,177		149,829
Marketable securities		1,073,706		1,211,739		451,583		597,732
Accounts and notes receivable, net		260,140		254,677		303,063		304,226
Operating lease right-of-use assets, net		144,092		147,458		132,020		133,733
Other assets		394,287		340,176		411,956		401,642
Total assets (1)	$	18,197,569	$	18,459,199	$	17,961,229	$	17,826,122

Liabilities:
Notes payable, net	$	7,056,644	$	7,027,050	$	6,778,050	$	6,780,969
Mortgages payable, net		346,461		448,652		374,285		376,917
Accounts payable and accrued expenses						203,053		207,815
Dividends payable		5,326		5,366		5,322		5,326
Operating lease liabilities		121,434		123,779		112,413		113,679
Other liabilities		682,697		730,690		609,266		601,574
Total liabilities ~~(2)~~(1)		8,212,562		8,335,537		8,082,389		8,086,280
Redeemable noncontrolling interests		13,270		13,480		92,933		92,933

Commitments and Contingencies (Footnote 17)

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		19		20
Common stock, $.01 par value, authorized 750,000,000 shares; Issued and outstanding 618,483,648 and 616,658,593 shares, respectively		6,185		6,167
Preferred stock, $1.00 par value, authorized 7,054,000 shares; Issued and outstanding (in series) 19,421 and 19,435 shares, respectively; Aggregate liquidation preference $485,536 and $489,868, respectively						19		19
Common stock, $.01 par value, authorized 750,000,000 shares; Issued and outstanding 619,891,809 and 618,483,565 shares, respectively						6,199		6,185
Paid-in capital		9,605,163		9,591,871		9,614,913		9,618,271
Retained earnings		163,210		299,115
Retained earnings/(cumulative distributions in excess of net income)						21,390		(119,548	)
Accumulated other comprehensive income		6,476		2,216		10,581		10,581
Total stockholders' equity		9,781,053		9,899,389		9,653,102		9,515,508
Noncontrolling interests		190,684		210,793		132,805		131,401
Total equity		9,971,737		10,110,182		9,785,907		9,646,909
Total liabilities and equity	$	18,197,569	$	18,459,199	$	17,961,229	$	17,826,122

~~(1)~~

~~Includes restricted assets of consolidated variable interest entities (“VIEs”) at June 30, 2022 and December 31, 2021 of $201,644 and $227,858,~~

(1) Total assets include restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2023 and December 31, 2022 of $435,118 and $436,605, respectively. Total liabilities include non-recourse liabilities of consolidated VIEs at March 31, 2023 and December 31, 2022 of $198,959 and $199,132, respectively. See Footnote 12 of the Notes to Condensed Consolidated Financial Statements.

~~(2)~~

Includes non-recourse liabilities of consolidated VIEs at June 30, 2022 and December 31, 2021 of $148,130 and $153,924, respectively. See Footnote 12 of the Notes to Condensed Consolidated Financial Statements.

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

~~Table of Contents~~

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~INCOME

~~(Unaudited)~~(unaudited)

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2022			2021			2022			2021			2023			2022
Revenues
Revenues from rental properties, net	$	423,273		$	285,732		$	845,927		$	564,603		$	438,338		$	422,654
Management and other fee income		3,925			3,284			8,520			6,721			4,554			4,595
Total revenues		427,198			289,016			854,447			571,324			442,892			427,249

Operating expenses
Rent		(4,070	)		(2,993	)		(8,151	)		(6,028	)		(4,013	)		(4,081	)
Real estate taxes		(56,075	)		(39,594	)		(110,389	)		(78,530	)		(57,506	)		(54,314	)
Operating and maintenance		(69,784	)		(46,897	)		(139,009	)		(93,417	)		(75,242	)		(69,225	)
General and administrative		(27,981	)		(24,754	)		(57,929	)		(49,232	)		(34,749	)		(29,948	)
Impairment charges		(14,419	)		(104	)		(14,691	)		(104	)		(11,806	)		(272	)
Merger charges		0			(3,193	)		0			(3,193	)
Depreciation and amortization		(124,611	)		(72,573	)		(254,905	)		(147,449	)		(126,301	)		(130,294	)
Total operating expenses		(296,940	)		(190,108	)		(585,074	)		(377,953	)		(309,617	)		(288,134	)

Gain on sale of properties		2,944			18,861			7,137			28,866			39,206			4,193

Operating income		133,202			117,769			276,510			222,237			172,481			143,308

Other income/(expense)
Special dividend income														194,116			-
Other income, net		6,642			1,782			12,625			5,139			3,132			5,983
(Loss)/gain on marketable securities, net		(261,467	)		24,297			(139,703	)		85,382			(10,144	)		121,764
Interest expense		(56,466	)		(46,812	)		(113,485	)		(94,528	)		(61,306	)		(57,019	)
Early extinguishment of debt charges		(57	)		0			(7,230	)		0			-			(7,173	)

(Loss)/income before income taxes, net, equity in income of joint ventures, net, and equity in income from other investments, net		(178,146	)		97,036			28,717			218,230
Income before income taxes, net, equity in income of joint ventures, net, and equity in income from other investments, net														298,279			206,863

(Provision)/benefit for income taxes, net		(96	)		(1,275	)		57			(2,583	)		(30,829	)		153
Equity in income of joint ventures, net		44,130			16,318			67,700			34,070			24,204			23,570
Equity in income of other investments, net		3,385			5,039			8,758			8,826			2,122			5,373

Net (loss)/income		(130,727	)		117,118			105,232			258,543
Net income														293,776			235,959

Net loss/(income) attributable to noncontrolling interests		11,226			(421	)		12,569			(3,904	)
Net (income)/loss attributable to noncontrolling interests														(4,013	)		1,343

Net (loss)/income attributable to the Company		(119,501	)		116,697			117,801			254,639
Net income attributable to the Company														289,763			237,302

Preferred dividends, net		(6,250	)		(6,354	)		(12,604	)		(12,708	)		(6,251	)		(6,354	)

Net (loss)/income available to the Company's common shareholders	$	(125,751	)	$	110,343		$	105,197		$	241,931
Net income available to the Company's common shareholders													$	283,512		$	230,948

Per common share:
Net (loss)/income available to the Company's common shareholders:
Net income available to the Company's common shareholders:
-Basic	$	(0.21	)	$	0.25		$	0.17		$	0.56		$	0.46		$	0.37
-Diluted	$	(0.21	)	$	0.25		$	0.17		$	0.56		$	0.46		$	0.37

Weighted average shares:
-Basic		615,642			431,011			615,207			430,769			616,489			614,767
-Diluted		615,642			432,489			616,943			432,430			619,628			616,758

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

~~Table of Contents~~

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~(Unaudited)~~(unaudited)

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Net (loss)/income
$ (130,727 ) $ 117,118 $ 105,232 $ 258,543
Other comprehensive income:

Change in unrealized gains related to defined benefit plan
4,260 0 4,260 0
Other comprehensive income
4,260 0 4,260 0

Comprehensive (loss)/income
(126,467 ) 117,118 109,492 258,543

Comprehensive loss/(income) attributable to noncontrolling interests
11,226 (421 ) 12,569 (3,904 )

Comprehensive (loss)/income attributable to the Company
$ (115,241 ) $ 116,697 $ 122,061 $ 254,639

	Three Months Ended March 31,
	2023			2022
Net income	$	293,776		$	235,959
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		-			-
Other comprehensive income		-			-

Comprehensive income		293,776			235,959

Comprehensive (income)/loss attributable to noncontrolling interests		(4,013	)		1,343

Comprehensive income attributable to the Company	$	289,763		$	237,302

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

~~Table of Contents~~

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

~~(Unaudited)~~(unaudited)

(in thousands)

	Retained Earnings/			Accumulated																									Preferred Stock				Common Stock						Paid-in			Retained Earnings/ (Cumulative Distributions in Excess			Accumulated Other Comprehensive		Total Stockholders'			Noncontrolling			Total
	(Cumulative			Other																Total									Issued		Amount		Issued			Amount			Capital			of Net Income)			Income		Equity			Interests			Equity
	Distributions in Excess			Comprehensive		Preferred Stock						Common Stock					Paid-in			Stockholders'			Noncontrolling			Total
Balance at January 1, 2022																														20	$	20		616,659		$	6,167		$	9,591,871		$	299,115		$	2,216	$	9,899,389		$	210,793		$	10,110,182
Contributions from noncontrolling interests																														-		-		-			-			-			-			-		-			891			891
Net income/(loss)																														-		-		-			-			-			237,302			-		237,302			(1,343	)		235,959
Redeemable noncontrolling interests income																														-		-		-			-			-			-			-		-			(333	)		(333	)
Dividends declared to preferred shares																														-		-		-			-			-			(6,354	)		-		(6,354	)		-			(6,354	)
Dividends declared to common shares																														-		-		-			-			-			(117,404	)		-		(117,404	)		-			(117,404	)
Distributions to noncontrolling interests																														-		-		-			-			-			-			-		-			(4,340	)		(4,340	)
Issuance of common stock																														-		-		1,712			17			(17	)		-			-		-			-			-
Surrender of restricted common stock																														-		-		(570	)		(6	)		(13,438	)		-			-		(13,444	)		-			(13,444	)
Exercise of common stock options																														-		-		128			1			2,567			-			-		2,568			-			2,568
Amortization of equity awards																														-		-		-			-			7,437			-			-		7,437			-			7,437
Redemption/conversion of noncontrolling interests																														-		-		73			1			1,535			-			-		1,536			(1,536	)		-
Balance at March 31, 2022																														20	$	20		618,002		$	6,180		$	9,589,955		$	412,659		$	2,216	$	10,011,030		$	204,132		$	10,215,162
	of Net Income)			Income		Issued			Amount			Issued			Amount		Capital			Equity			Interests			Equity
Balance at April 1, 2021	$	(104,909	)	$	0		20		$	20			433,448		$	4,334	$	5,763,868		$	5,663,313		$	65,154		$	5,728,467
Balance at January 1, 2023																														19	$	19		618,484		$	6,185		$	9,618,271		$	(119,548	)	$	10,581	$	9,515,508		$	131,401		$	9,646,909
Net income		116,697			0		-			0			-			0		0			116,697			421			117,118			-		-		-			-			-			289,763			-		289,763			4,013			293,776
Redeemable noncontrolling interests income		0			0		-			0			-			0		0			0			(7	)		(7	)		-		-		-			-			-			-			-		-			(1,546	)		(1,546	)
Dividends declared to common and preferred shares		(80,053	)		0		-			0			-			0		0			(80,053	)		0			(80,053	)
Distributions to noncontrolling interests		0			0		-			0			-			0		0			0			(622	)		(622	)
Surrender of common stock		0			0		0			0			(27	)		0		(154	)		(154	)		0			(154	)
Exercise of common stock options		0			0		0			0			96			1		1,809			1,810			0			1,810
Amortization of equity awards		0			0		-			0			-			0		5,656			5,656			0			5,656
Balance at June 30, 2021	$	(68,265	)	$	0		20		$	20			433,517		$	4,335	$	5,771,179	��	$	5,707,269		$	64,946		$	5,772,215

Balance at April 1, 2022	$	412,659		$	2,216		20		$	20			618,002		$	6,180	$	9,589,955		$	10,011,030		$	204,132		$	10,215,162
Net loss		(119,501	)		0		-			0			-			0		0			(119,501	)		(11,226	)		(130,727	)
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		0			4,260		-			0			-			0		0			4,260			0			4,260
Redeemable noncontrolling interests income		0			0		-			0			-			0		0			0			(201	)		(201	)
Dividends declared to common and preferred shares		(130,012	)		0		-			0			-			0		0			(130,012	)		0			(130,012	)
Dividends declared to preferred shares																														-		-		-			-			-			(6,251	)		-		(6,251	)		-			(6,251	)
Dividends declared to common shares																														-		-		-			-			-			(142,574	)		-		(142,574	)		-			(142,574	)
Repurchase of preferred stock		64			0		(1	)		(1	)		0			0		(3,505	)		(3,442	)		0			(3,442	)		-		-		-			-			(320	)		-			-		(320	)		-			(320	)
Distributions to noncontrolling interests		0			0		-			0			-			0		0			0			(1,718	)		(1,718	)		-		-		-			-			-			-			-		-			(1,063	)		(1,063	)
Issuance of common stock		0			0		0			0			450			5		11,276			11,281			0			11,281			-		-		1,988			20			(20	)		-			-		-			-			-
Surrender of restricted common stock																														-		-		(753	)		(8	)		(16,089	)		-			-		(16,097	)		-			(16,097	)
Exercise of common stock options		0			0		0			0			46			0		989			989			0			989			-		-		173			2			3,725			-			-		3,727			-			3,727
Surrender of common stock		0			0		0			0			(15	)		0		(101	)		(101	)		0			(101	)
Amortization of equity awards		0			0		-			0			-			0		6,472			6,472			0			6,472			-		-		-			-			9,346			-			-		9,346			-			9,346
Redemption/conversion of noncontrolling interests		0			0		0			0			0			0		77			77			(303	)		(226	)
Balance at June 30, 2022	$	163,210		$	6,476		19		$	19			618,483		$	6,185	$	9,605,163		$	9,781,053		$	190,684		$	9,971,737
Balance at March 31, 2023																														19	$	19		619,892		$	6,199		$	9,614,913		$	21,390		$	10,581	$	9,653,102		$	132,805		$	9,785,907

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

~~Table of Contents~~

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES IN EQUITY~~CASH FLOWS

~~For the Six Months Ended June 30, 2022 and 2021~~

~~(Unaudited)~~(unaudited)

(in thousands)

Retained Earnings/

Accumulated

(Cumulative

Other

Total

Distributions in Excess

Comprehensive

Preferred Stock

Common Stock

Paid-in

Stockholders'

Noncontrolling

Total

of Net Income)

Income

Issued

Amount

Issued

Amount

Capital

Equity

Interests

Equity

Balance at January 1, 2021
$ (162,812 ) $ 0 20 $ 20 432,519 $ 4,325 $ 5,766,511 $ 5,608,044 $ 62,210 $ 5,670,254
Net income
254,639 0 - 0 - 0 0 254,639 3,904 258,543
Redeemable noncontrolling interests income
0 0 - 0 - 0 0 0 (176 ) (176 )
Dividends declared to common and preferred shares
(160,092 ) 0 - 0 - 0 0 (160,092 ) 0 (160,092 )
Distributions to noncontrolling interests
0 0 - 0 - 0 0 0 (992 ) (992 )
Issuance of common stock
0 0 0 0 1,442 14 (14 ) 0 0 0
Surrender of common stock
0 0 0 0 (548 ) (5 ) (9,241 ) (9,246 ) 0 (9,246 )
Exercise of common stock options
0 0 0 0 104 1 1,969 1,970 0 1,970
Amortization of equity awards
0 0 - 0 - 0 11,954 11,954 0 11,954
Balance at June 30, 2021
$ (68,265 ) $ 0 20 $ 20 433,517 $ 4,335 $ 5,771,179 $ 5,707,269 $ 64,946 $ 5,772,215

Balance at January 1, 2022
$ 299,115 $ 2,216 20 $ 20 616,659 $ 6,167 $ 9,591,871 $ 9,899,389 $ 210,793 $ 10,110,182
Contributions from noncontrolling interests
0 0 - 0 - 0 0 0 891 891
Net income/(loss)
117,801 0 - 0 - 0 0 117,801 (12,569 ) 105,232
Other comprehensive income

Change in unrealized gains related to defined benefit plan
0 4,260 - 0 - 0 0 4,260 0 4,260
Redeemable noncontrolling interests income
0 0 - 0 - 0 0 0 (534 ) (534 )
Dividends declared to common and preferred shares
(253,770 ) 0 - 0 - 0 0 (253,770 ) 0 (253,770 )
Repurchase of preferred stock
64 0 (1 ) (1 ) 0 0 (3,505 ) (3,442 ) 0 (3,442 )
Distributions to noncontrolling interests
0 0 - 0 - 0 0 0 (6,058 ) (6,058 )
Issuance of common stock
0 0 0 0 2,162 22 11,259 11,281 0 11,281
Surrender of common stock
0 0 0 0 (585 ) (6 ) (13,539 ) (13,545 ) 0 (13,545 )
Exercise of common stock options
0 0 0 0 174 1 3,556 3,557 0 3,557
Amortization of equity awards
0 0 - 0 - 0 13,909 13,909 0 13,909
Redemption/conversion of noncontrolling interests
0 0 0 0 73 1 1,612 1,613 (1,839 ) (226 )
Balance at June 30, 2022
$ 163,210 $ 6,476 19 $ 19 618,483 $ 6,185 $ 9,605,163 $ 9,781,053 $ 190,684 $ 9,971,737

	Three Months Ended March 31,
	2023			2022

Cash flow from operating activities:
Net income	$	293,776		$	235,959
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		126,301			130,294
Impairment charges		11,806			272
Straight-line rental income adjustments, net		(7,701	)		(7,935	)
Amortization of above-market and below-market leases, net		(2,989	)		(4,297	)
Amortization of deferred financing costs and fair value debt adjustments, net		(2,313	)		(7,021	)
Early extinguishment of debt charges		-			7,173
Equity award expense		9,333			7,513
Gain on sale of properties		(39,206	)		(4,193	)
Loss/(gain) on marketable securities, net		10,144			(121,764	)
Equity in income of joint ventures, net		(24,204	)		(23,570	)
Equity in income of other investments, net		(2,122	)		(5,373	)
Distributions from joint ventures and other investments		13,428			25,925
Change in accounts and notes receivable, net		8,887			8,925
Change in accounts payable and accrued expenses		(30,597	)		(14,897	)
Change in other operating assets and liabilities, net		(19,310	)		(32,460	)
Net cash flow provided by operating activities		345,233			194,551

Cash flow from investing activities:
Acquisition of operating real estate and other related net assets		(98,546	)		(18,671	)
Improvements to operating real estate		(40,202	)		(29,435	)
Investment in marketable securities		(2,202	)		(1,469	)
Proceeds from sale of marketable securities		138,207			100
Investment in cost method investment		-			(3,000	)
Investments in and advances to real estate joint ventures		(12,848	)		(13,116	)
Reimbursements of investments in and advances to real estate joint ventures		5,446			8,569
Investments in and advances to other investments		(6,326	)		(8,445	)
Reimbursements of investments in and advances to other investments		199			24,398
Investment in mortgage and other financing receivables		(11,211	)		(3,000	)
Collection of mortgage and other financing receivables		59			43
Proceeds from sale of properties		70,983			8,410
Net cash flow provided by/(used for) investing activities		43,559			(35,616	)

Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt		(37,187	)		(85,683	)
Principal payments on rental property debt		(2,794	)		(2,600	)
Proceeds from mortgage loan financings		-			19,000
Proceeds from issuance of unsecured notes		-			600,000
Repayments of unsecured notes		-			(500,000	)
Financing origination costs		(6,026	)		(10,165	)
Payment of early extinguishment of debt charges		-			(6,470	)
Contributions from noncontrolling interests		-			891
Redemption/distribution of noncontrolling interests		(2,609	)		(4,673	)
Dividends paid		(148,882	)		(123,758	)
Proceeds from issuance of stock, net		3,727			2,568
Repurchase of preferred stock		(268	)		-
Shares repurchased for employee tax withholding on equity awards		(16,085	)		(13,428	)
Change in tenants' security deposits		680			1,038
Net cash flow used for financing activities		(209,444	)		(123,280	)

Net change in cash, cash equivalents and restricted cash		179,348			35,655
Cash, cash equivalents and restricted cash, beginning of the period		149,829			334,663
Cash, cash equivalents and restricted cash, end of the period	$	329,177		$	370,318

Interest paid during the period, including payment of early extinguishment of debt charges of $0 and $6,470, respectively (net of capitalized interest of $198 and $102, respectively)	$	54,847		$	60,213

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

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except unit information)

	March 31, 2023		December 31, 2022
Assets:
Real estate, net of accumulated depreciation and amortization of $3,523,503 and $3,417,414, respectively	$	15,108,018	$	15,039,828
Investments in and advances to real estate joint ventures		1,092,477		1,091,551
Other investments		132,935		107,581
Cash and cash equivalents		329,177		149,829
Marketable securities		451,583		597,732
Accounts and notes receivable, net		303,063		304,226
Operating lease right-of-use assets, net		132,020		133,733
Other assets		411,956		401,642
Total assets (1)	$	17,961,229	$	17,826,122

Liabilities:
Notes payable, net	$	6,778,050	$	6,780,969
Mortgages payable, net		374,285		376,917
Accounts payable and accrued expenses		203,053		207,815
Dividends payable		5,322		5,326
Operating lease liabilities		112,413		113,679
Other liabilities		609,266		601,574
Total liabilities (1)		8,082,389		8,086,280
Redeemable noncontrolling interests		92,933		92,933

Commitments and Contingencies (Footnote 17)

Members' capital:
Preferred units; Issued and outstanding 19,421 and 19,435 units, respectively		468,707		469,027
Common units; Issued and outstanding 619,891,809 and 618,483,565 units, respectively		9,173,814		9,035,900
Accumulated other comprehensive income		10,581		10,581
Total members' capital		9,653,102		9,515,508
Noncontrolling interests		132,805		131,401
Total equity		9,785,907		9,646,909
Total liabilities and equity	$	17,961,229	$	17,826,122

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

~~Table of Contents~~

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

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~INCOME

~~(Unaudited)~~(unaudited)

(in ~~thousands)~~thousands, except per unit data)

Six Months Ended June 30,

2022

2021

Cash flow from operating activities:

Net income
$ 105,232 $ 258,543
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
254,905 147,449
Impairment charges
14,691 104
Early extinguishment of debt charges
7,230 0
Equity award expense
13,994 12,271
Gain on sale of properties
(7,137 ) (28,866 )
Loss/(gain) on marketable securities, net
139,703 (85,382 )
Equity in income of joint ventures, net
(67,700 ) (34,070 )
Equity in income of other real estate investments, net
(8,758 ) (8,826 )
Distributions from joint ventures and other investments
45,775 37,080
Change in accounts and notes receivable, net
(1,204 ) 19,127
Change in accounts payable and accrued expenses
(12,636 ) 5,587
Change in other operating assets and liabilities, net
(41,762 ) (29,346 )
Net cash flow provided by operating activities
442,333 293,671

Cash flow from investing activities:

Acquisition of operating real estate
(29,282 ) (84,312 )
Improvements to operating real estate
(78,958 ) (66,342 )
Investment in marketable securities
(1,870 ) 0
Proceeds from sale of marketable securities
201 201
Investment in cost method investment
(3,000 ) 0
Investments in and advances to real estate joint ventures
(72,947 ) (5,698 )
Reimbursements of investments in and advances to real estate joint ventures
22,865 3,368
Investments in and advances to other investments
(9,473 ) (55,713 )
Reimbursements of investments in and advances to other investments
29,104 32,780
Investment in other financing receivable
(53,063 ) (397 )
Collection of mortgage loans receivable
63 93
Proceeds from sale of properties
41,224 130,138
Net cash flow used for investing activities
(155,136 ) (45,882 )

Cash flow from financing activities:

Principal payments on debt, excluding normal amortization of rental property debt
(115,166 ) (136,222 )
Principal payments on rental property debt
(4,827 ) (5,011 )
Proceeds from mortgage loan financings
19,000 0
Proceeds from issuance of unsecured notes
600,000 0
Repayments of unsecured notes
(547,063 ) 0
Financing origination costs
(10,281 ) 0
Payment of early extinguishment of debt charges
(6,527 ) 0
Contributions from noncontrolling interests
891 0
Redemption/distribution of noncontrolling interests
(7,029 ) (3,225 )
Dividends paid
(253,809 ) (160,092 )
Proceeds from issuance of stock, net
14,838 1,970
Repurchase of preferred stock
(3,441 ) 0
Shares repurchased for employee tax withholding on equity awards
(13,521 ) (9,225 )
Change in tenants' security deposits
1,873 890
Net cash flow used for financing activities
(325,062 ) (310,915 )

Net change in cash, cash equivalents and restricted cash
(37,865 ) (63,126 )
Cash, cash equivalents and restricted cash, beginning of the period
334,663 293,188
Cash, cash equivalents and restricted cash, end of the period
$ 296,798 $ 230,062

Interest paid during the period including payment of early extinguishment of debt charges of $6,527 and $0, respectively (net of capitalized interest of $277 and $417, respectively)
$ 132,912 $ 96,097

	Three Months Ended March 31,
	2023			2022
Revenues
Revenues from rental properties, net	$	438,338		$	422,654
Management and other fee income		4,554			4,595
Total revenues		442,892			427,249

Operating expenses
Rent		(4,013	)		(4,081	)
Real estate taxes		(57,506	)		(54,314	)
Operating and maintenance		(75,242	)		(69,225	)
General and administrative		(34,749	)		(29,948	)
Impairment charges		(11,806	)		(272	)
Depreciation and amortization		(126,301	)		(130,294	)
Total operating expenses		(309,617	)		(288,134	)

Gain on sale of properties		39,206			4,193

Operating income		174,481			143,308

Other income/(expense)
Special dividend income		194,116			-
Other income, net		3,132			5,983
(Loss)/gain on marketable securities, net		(10,144	)		121,764
Interest expense		(61,306	)		(57,019	)
Early extinguishment of debt charges		-			(7,173	)

Income before income taxes, net, equity in income of joint ventures, net, and equity in income from other investments, net		298,279			206,863

(Provision)/benefit for income taxes, net		(30,829	)		153
Equity in income of joint ventures, net		24,204			23,570
Equity in income of other investments, net		2,122			5,373

Net income		293,776			235,959

Net (income)/loss attributable to noncontrolling interests		(4,013	)		1,343

Net income attributable to the Company		289,763			237,302

Preferred distributions, net		(6,251	)		(6,354	)

Net income available to the Company's common unitholders	$	283,512		$	230,948

Per common unit:
Net income available to the Company's common unitholders:
-Basic	$	0.46		$	0.37
-Diluted	$	0.46		$	0.37

Weighted average units:
-Basic		616,489			614,767
-Diluted		619,628			616,758

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

~~Table of Contents~~

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2023			2022
Net income	$	293,776		$	235,959
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		-			-
Other comprehensive income		-			-

Comprehensive income		293,776			235,959

Comprehensive (income)/loss attributable to noncontrolling interests		(4,013	)		1,343

Comprehensive income attributable to the Company	$	289,763		$	237,302

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

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

For the Three Months Ended March 31, 2023 and 2022

(unaudited)

(in thousands)

									Accumulated
									Other		Total
	Preferred Units				Common Units				Comprehensive		Members'			Noncontrolling			Total
	Issued		Amount		Issued		Amount		Income		Capital			Interests			Capital

Balance at January 1, 2022	20	$	472,533		616,659	$	9,424,640		$	2,216	$	9,899,389		$	210,793		$	10,110,182
Contributions from noncontrolling interests	-		-		-		-			-		-			891			891
Net income/(loss)	-		6,354		-		230,948			-		237,302			(1,343	)		235,959
Redeemable noncontrolling interests income	-		-		-		-			-		-			(333	)		(333	)
Distributions declared to preferred unitholders	-		(6,354	)	-		-			-		(6,354	)		-			(6,354	)
Distributions declared to common unitholders	-		-		-		(117,404	)		-		(117,404	)		-			(117,404	)
Distributions to noncontrolling interests	-		-		-		-			-		-			(4,340	)		(4,340	)
Issuance of common units	-		-		1,712		-			-		-			-			-
Surrender of restricted common units	-		-		(570)		(13,444	)		-		(13,444	)		-			(13,444	)
Exercise of common stock options	-		-		128		2,568			-		2,568			-			2,568
Amortization of equity awards	-		-		-		7,437			-		7,437			-			7,437
Redemption/conversion of noncontrolling interests	-		-		73		1,536			-		1,536			(1,536	)		-
Balance at March 31, 2022	20	$	472,533		618,002	$	9,536,281		$	2,216	$	10,011,030		$	204,132		$	10,215,162

Balance at January 1, 2023	19	$	469,027		618,484	$	9,035,900		$	10,581	$	9,515,508		$	131,401		$	9,646,909
Net income	-		6,251		-		283,512			-		289,763			4,013			293,776
Redeemable noncontrolling interests income	-		-		-		-			-		-			(1,546	)		(1,546	)
Distributions declared to preferred unitholders	-		(6,251	)	-		-			-		(6,251	)		-			(6,251	)
Distributions declared to common unitholders	-		-		-		(142,574	)		-		(142,574	)		-			(142,574	)
Repurchase of preferred units	-		(320	)	-		-			-		(320	)		-			(320	)
Distributions to noncontrolling interests	-		-		-		-			-		-			(1,063	)		(1,063	)
Issuance of common units	-		-		1,988		-			-		-			-			-
Surrender of restricted common units	-		-		(753)		(16,097	)		-		(16,097	)		-			(16,097	)
Exercise of common stock options	-		-		173		3,727			-		3,727			-			3,727
Amortization of equity awards	-		-		-		9,346			-		9,346			-			9,346
Balance at March 31, 2023	19	$	468,707		619,892	$	9,173,814		$	10,581	$	9,653,102		$	132,805		$	9,785,907

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

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2023			2022

Cash flow from operating activities:
Net income	$	293,776		$	235,959
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		126,301			130,294
Impairment charges		11,806			272
Straight-line rental income adjustments, net		(7,701	)		(7,935	)
Amortization of above-market and below-market leases, net		(2,989	)		(4,297	)
Amortization of deferred financing costs and fair value debt adjustments, net		(2,313	)		(7,021	)
Early extinguishment of debt charges		-			7,173
Equity award expense		9,333			7,513
Gain on sale of properties		(39,206	)		(4,193	)
Loss/(gain) on marketable securities, net		10,144			(121,764	)
Equity in income of joint ventures, net		(24,204	)		(23,570	)
Equity in income of other investments, net		(2,122	)		(5,373	)
Distributions from joint ventures and other investments		13,428			25,925
Change in accounts and notes receivable, net		8,887			8,925
Change in accounts payable and accrued expenses		(30,597	)		(14,897	)
Change in other operating assets and liabilities, net		(19,310	)		(32,460	)
Net cash flow provided by operating activities		345,233			194,551

Cash flow from investing activities:
Acquisition of operating real estate and other related assets		(98,546	)		(18,671	)
Improvements to operating real estate		(40,202	)		(29,435	)
Investment in marketable securities		(2,202	)		(1,469	)
Proceeds from sale of marketable securities		138,207			100
Investment in cost method investment		-			(3,000	)
Investments in and advances to real estate joint ventures		(12,848	)		(13,116	)
Reimbursements of investments in and advances to real estate joint ventures		5,446			8,569
Investments in and advances to other investments		(6,326	)		(8,445	)
Reimbursements of investments in and advances to other investments		199			24,398
Investment in mortgage and other financing receivables		(11,211	)		(3,000	)
Collection of mortgage and other financing receivables		59			43
Proceeds from sale of properties		70,983			8,410
Net cash flow provided by/(used for) investing activities		43,559			(35,616	)

Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt		(37,187	)		(85,683	)
Principal payments on rental property debt		(2,794	)		(2,600	)
Proceeds from mortgage loan financings		-			19,000
Proceeds from issuance of unsecured notes		-			600,000
Repayments of unsecured notes		-			(500,000	)
Financing origination costs		(6,026	)		(10,165	)
Payment of early extinguishment of debt charges		-			(6,470	)
Contributions from noncontrolling interests		-			891
Redemption/distribution of noncontrolling interests		(2,609	)		(4,673	)
Distributions to common and preferred unitholders		(148,882	)		(123,758	)
Proceeds from issuance of stock, net		3,727			2,568
Repurchase of preferred units		(268	)		-
Shares repurchased for employee tax withholding on equity awards		(16,085	)		(13,428	)
Change in tenants' security deposits		680			1,038
Net cash flow used for financing activities		(209,444	)		(123,280	)

Net change in cash, cash equivalents and restricted cash		179,348			35,655
Cash, cash equivalents and restricted cash, beginning of the period		149,829			334,663
Cash, cash equivalents and restricted cash, end of the period	$	329,177		$	370,318

Interest paid during the period, including payment of early extinguishment of debt charges of $0 and $6,470, respectively (net of capitalized interest of $198 and $102, respectively)	$	54,847		$	60,213

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Organization

Kimco Realty Corporation (the “Parent Company”) is a real estate investment trust ("REIT"), of which substantially all of the Parent Company’s assets are held by, and substantially all of the Parent Company’s operations are conducted through, Kimco Realty OP, LLC (“Kimco OP”), either directly or through its subsidiaries, as the Parent Company’s operating company. The Parent Company is the sole managing member and exercises exclusive control over Kimco OP. As of March 31, 2023, the Parent Company owned 100% of the outstanding limited liability company interests (the "OP Units") in Kimco OP. The term "the Company", means the Parent Company and Kimco OP, collectively.

The Company, a Maryland corporation, is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers ~~including~~and a growing portfolio of 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, its affiliates and related real estate joint ventures are engaged principally in the ownership, management, development and operation of open-air shopping centers, including mixed-use assets which, are anchored ~~generally~~primarily by grocery stores, off-price retailers, ~~home improvement centers,~~ discounters ~~and/~~or service-oriented tenants. Additionally, the Company provides complementary services that capitalize on the Company’s established retail real estate expertise. The Company’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

The Company elected status as a ~~Real Estate Investment Trust (a “REIT”)~~REIT for federal income tax purposes beginning in its taxable year ended December 31, 1991 and operates in a manner that enables the Company to maintain its status as a REIT. AsTo qualify as a REIT, ~~with respect to each taxable year,~~ the Company must meet several organizational and operational requirements, and is required to annually distribute at least 9090% ~~percent~~ of its net taxable income, ~~(excluding~~determined without regard to the dividends paid deduction and excluding any net capital ~~gain) and does~~ ~~not~~ ~~pay federal income taxes on~~gain. In addition, the ~~amount distributed to its shareholders. The~~ Company is ~~not~~ ~~generally~~will be subject to federal income ~~taxes if~~tax at regular corporate rates to the extent that it distributes less than ~~100~~100% ~~percent~~ of its net taxable ~~income. Most states where~~ income, including any net capital gains. In January 2023, the Company ~~holds investments~~consummated the Reorganization into an UPREIT structure as described in ~~real estate conform~~the Explanatory Note at the beginning of this Quarterly Report on Form 10-Q. If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company, generally will not be subject to U.S. federal ~~rules recognizing REITs. Certain~~income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income, as defined in the Code. The Company maintains certain subsidiaries that have made a joint ~~election~~elections with the Company to be treated as taxable REIT subsidiaries (“TRSs”), ~~which~~that permit the Company to engage through such TRSs in certain business activities ~~which~~that the REIT may not conduct directly. A TRS is subject to federal and state income taxes on its income, and the Company includes, when applicable, a provision for taxes in its condensed consolidated financial statements. The Company is subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and ~~not~~ ~~in the Company’s taxable REIT subsidiaries. Accordingly, the Company does~~ ~~not~~ ~~expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.~~

~~Weingarten Merger~~

On ~~August 3, 2021,~~ Weingarten Realty Investors (“Weingarten”) merged with and into the Company, with the Company continuing as the surviving public company (the “Merger”), pursuant to the definitive merger agreement (the “Merger Agreement”) between the Company and Weingarten, entered into on ~~April 15, 2021.~~ Under the terms of the Merger Agreement, each Weingarten common share was entitled to 1.408 newly issued shares of the Company’s common stock plus $2.20 in cash, subject to certain adjustments specified in the Merger Agreement.

~~The following highlights the Company’s significant activity upon completion of the $4.1 billion strategic Merger with Weingarten on~~ ~~August 3, 2021:~~

●

~~Acquired 149 properties, including 30 held through joint venture programs.~~

●

Assumed senior unsecured notes of $1.5 billion (including $95.6 million in fair market value adjustments) and mortgage debt of $317.7 million (including $11.0 million in fair market value adjustments) encumbering 16 operating properties.

●

~~Issued 179.9 million shares of common stock valued at $3.8 billion and paid cash consideration of $0.3 billion.~~

~~See the Company's audited Annual Report on Form~~ 10~~-K for the year ended~~ ~~December 31, 2021 (~~~~the~~ ~~“10~~~~-K”) for further disclosure regarding the Merger transaction.~~

~~COVID-~~19 ~~Pandemic~~Economic Conditions

The ~~coronavirus disease~~ ~~2019~~ ~~(“COVID-~~~~19”~~~~) pandemic~~economy continues to face several issues including inflation risk, bank failures and liquidity constraints, lack of qualified employees, tenant bankruptcies and supply chain issues, which could impact the ~~retail real estate industry for both landlords~~Company and its tenants. ~~The extent~~In response to ~~which~~ the ~~COVID-~~19 ~~pandemic impacts~~rising rate of inflation the ~~Company’s financial condition, results of operations~~Federal Reserve has steadily increased interest rates, and ~~cash flows, in the near term, will~~ may continue to ~~depend on future developments, which are uncertain at this time. The Company’s~~increase interest rates, until the rate of inflation begins to decrease. These increases in interest rates could adversely impact the business ~~operations~~ and financial results ~~will depend~~of the Company and its tenants. In addition, slower economic growth and the potential for a recession could have an adverse effect on ~~numerous evolving factors,~~the Company and its tenants. This could negatively affect the overall demand for retail space, including the ~~duration and scope of the pandemic, governmental, business and individual actions that have been and continue to be taken~~demand for leasable space in ~~response to the pandemic, the distribution and effectiveness of vaccines, impacts on economic activity from the pandemic and actions taken in response, the effects of the pandemic on~~ 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 ~~their businesses and the ability of tenants to make their rental payments.~~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 ~~development and distribution of COVID-~~19 ~~vaccines has assisted in allowing many restrictions to be lifted, providing a path to recovery. However, the economy~~Company 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. The Company will continue to~~ monitor ~~the~~ economic, financial, and social conditions ~~resulting from the COVID-~~19 ~~pandemic~~ and will assess its asset portfolio for any impairment indicators.

~~Table~~ If the Company determines that any of ~~Contents~~

its assets are impaired, the Company would be required to take impairment charges, and such amounts could be material.

2. Summary of Significant Accounting Policies

~~Principles~~Basis of ~~Consolidation~~Presentation

This report combines the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2023, of the Parent Company and Kimco OP into this single report. The accompanying Condensed Consolidated Financial Statements include the accounts of the ~~Company.~~Parent Company and Kimco OP and their consolidated subsidiaries. The Reorganization resulted in a merger of entities under common control in accordance with accounting principles generally accepted in the United States ("GAAP"). Accordingly, the accompanying consolidated financial statements including the notes thereto, are presented as if the Reorganization had occurred at the earliest period presented. The Company’s subsidiaries include subsidiaries which are wholly owned or which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation. The information presented in the accompanying Condensed Consolidated Financial Statements is unaudited and reflects 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.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

These Condensed Consolidated Financial Statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as certain disclosures in this Quarterly Report ~~on Form~~ 10~~-Q for the quarterly period ended~~ ~~June 30, 2022~~ that would duplicate those included in ~~the~~such Annual Report on Form 10-K are not included in these Condensed Consolidated Financial Statements.

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its Condensed Consolidated Financial Statements (see Footnote 106 of the Notes to the Company’s Condensed Consolidated Financial Statements).

Reclassifications

Certain amounts in the prior period have been reclassified in order to conform to the current period’s presentation. For comparative purposes, for the three months ended March 31, 2022, the Company reclassified certain cash flows (used for)/provided by operating activities on the Company’s Condensed Consolidated Statements of Cash Flows as follows (in millions):

	Three Months Ended March 31, 2022
Operating activities:
Straight-line rental income adjustments, net	$	(7.9	)
Amortization of above-market and below-market leases, net	$	(4.3	)
Amortization of deferred financing costs and fair value debt adjustments, net	$	(7.0	)
Change in accounts and notes receivable, net	$	7.9
Change in other operating assets and liabilities, net	$	11.3

New Accounting Pronouncements

The following table represents an Accounting Standards Update (“ASU”) to the FASB’s ASCs that, as of ~~June 30, 2022,~~March 31, 2023, ~~are~~is not yet effective for the Company and for which the Company has not elected early adoption, where permitted:

ASU

Description

Effective

Date

Effect on the financial

statements or other

significant matters

ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and provides new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.

January 1, 2024; Early adoption permitted

The Company is ~~still~~ assessing the impact this ASU will have on the Company’s financial position and/or results of operations.

The following ASUs to the FASB’s ASCs have been adopted by the Company as of the date listed:

ASU

Description

Adoption

Date

Effect on the financial

statements or other

significant matters

ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

The amendments in this update require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination rather than at fair value on the acquisition date required by Topic 805.

January 1, ~~2023;~~ 2023~~Early adoption permitted~~

~~The adoption of this ASU is~~ ~~not~~ ~~expected to have a material impact on the Company’s financial position and/or results of operations.~~

~~The following ASU to the FASB’s ASC has been adopted by the Company as of the date listed:~~

~~ASU~~

~~Description~~

~~Adoption Date~~

~~Effect on the financial~~

~~statements or other~~

~~significant matters~~

~~ASU~~ ~~2021~~-~~05,~~ ~~Lessors – Certain Leases with Variable Lease Payments (Topic~~ ~~842~~)

~~This ASU amends the lessor lease classification in ASC~~ ~~842~~ ~~for leases that include variable lease payments that are~~ ~~not~~ ~~based on an index or rate. Under the amended guidance, lessors will classify a lease with variable payments that do~~ ~~not~~ ~~depend on an index or rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under the previous ASU~~ ~~842~~ ~~classification criteria and sales-type or direct financing lease classification would result in a Day~~ 1 ~~loss.~~

~~January 1, 2022~~

The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Real Estate

Acquisitions

During the ~~six~~three months ended ~~June 30,~~March 31, 2023, the Company acquired the following operating properties, through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests in certain operating properties held in an unconsolidated joint venture (in thousands):

			Purchase Price
Property Name	Location	Month Acquired	Cash		Debt		Other		Total		GLA*
Portfolio (2 properties) (1)	Various	Jan-23	$	69,130	$	19,637	$	13,019	$	101,786		342
Crossroads Plaza Parcel	Cary, NC	Jan-23		2,173		-		-		2,173		5
Northridge Shopping Center Parcel	Arvada, CO	Jan-23		728		-		-		728		57
Stafford Marketplace Parcel (2)	Stafford, VA	Feb-23		-		-		12,527		12,527		87
Tustin Heights (1)	Tustin, CA	Mar-23		26,501		17,550		4,910		48,961		137
			$	98,532	$	37,187	$	30,456	$	166,175		628

* Gross leasable area ("GLA")

(1)

Other includes the Company’s previously held equity investments in the Prudential Investment Program and net gains on change in control. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized gains on change in control of interest of $7.7 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of Income. The Company previously held an ownership interest of 15.0% in these property interests. See Footnote 4 of the Notes to the Company's Condensed Consolidated Financial Statements.

(2)	During the three months ended March 31, 2023, the Company received a land parcel as consideration resulting from the exercise of a termination option of an operating lease.

Included in the Company’s Condensed Consolidated Statements of Income is $2.9 million in total revenues from the date of acquisition through March 31, 2023, for operating properties acquired/consolidated during the three months ended March 31, 2023.

The purchase price for these acquisitions was allocated to real estate and related intangible assets and liabilities acquired, as applicable, in accordance with our accounting policies for asset acquisitions. The purchase price allocation for properties acquired/consolidated during the three months ended March 31, 2023, is as follows (in thousands):

	Allocation as of March 31, 2023			Weighted Average Amortization Period (in Years)
Land	$	51,116			n/a
Building		99,947			50.0
Building improvements		10,125			45.0
Tenant improvements		8,320			4.1
In-place leases		11,080			4.1
Above-market leases		1,329			5.7
Below-market leases		(16,551	)		23.6
Other assets		1,777			n/a
Other liabilities		(968	)		n/a
Net assets acquired	$	166,175

During the three months ended March 31, 2022, the Company acquired ~~4 parcels for an aggregate purchase price of $23.2 million, in separate transactions.~~the following operating properties, through direct asset purchases (in thousands):

Property Name	Location	Month Acquired	Purchase Price		GLA
Rancho San Marcos Parcel	San Marcos, CA	Jan-22	$	2,407		6
Columbia Crossing Parcel	Columbia, MD	Feb-22		16,239		60
			$	18,646		66

1015

~~Table of Contents~~

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Dispositions

The table below summarizes the Company’s disposition activity relating to consolidated operating properties and parcels for the three months ended March 31, 2023 and 2022(dollars in millions):

	Six Months Ended June 30,				Three Months Ended March 31,
	2022		2021		2023		2022
Aggregate sales price	$	43.3	$	132.2
Aggregate sales price/gross fair value (1) (2)					$	117.6	$	8.7
Gain on sale of properties ~~(1)~~(3)	$	7.1	$	28.9	$	39.2	$	4.2
Number of properties sold		1		3		3		-
Number of parcels sold		8		7
Number of parcels sold/(deconsolidated) (1)						3		4

(1)

During 2023, the Company contributed a land parcel and related entitlements, located in Admore, PA, into a preferred equity investment with a gross value of $19.6 million. As a result, the Company no longer consolidates this land parcel and has a non-controlling interest in this investment. See Footnote 5 of the Notes to the Company's Condensed Consolidated Financial Statements for preferred equity investment disclosure.

(2)

During 2023, the Company provided as a lender seller financing of $25.0 million related to the sale of an operating property located in Gresham, OR. See Footnote 9 of the Notes to the Company's Condensed Consolidated Financial Statements for mortgage receivable loan disclosure.

(3)

Before noncontrolling interests of ~~$3.1~~$1.5 million and taxes of ~~$2.1~~$1.2 million ~~after utilization of net operating loss carryforwards,~~ for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2023.

Impairments

During the three months ended March 31, 2023, the Company recognized aggregate impairment charges of $11.8 million related to adjustments to property carrying values for properties which the Company is marketing for sale as part of its select capital recycling program and as such, has adjusted the anticipated hold period for such properties. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from signed contracts or letters of intent from third party offers. See Footnote 13 to the Notes to the Company’s Condensed Consolidated Financial Statements for fair value disclosure.

4. Investments in and Advances to Real Estate Joint Ventures

The Company has investments in and advances to various real estate joint ventures. These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting. The Company manages certain of these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees. The table below presents unconsolidated joint venture investments for which the Company held an ownership interest at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (dollars in millions):

Noncontrolling
Ownership Interest

The Company’s Investment

Joint Venture

As of June 30, 2022

June 30, 2022

December 31, 2021

Prudential Investment Program
15.0% $ 153.4 $ 163.0
Kimco Income Opportunity Portfolio (“KIR”) (1)
52.1% 271.9 186.0
Canada Pension Plan Investment Board (“CPP”)
55.0% 178.7 165.1
Other Institutional Joint Ventures

Various
268.4 281.8
Other Joint Venture Programs

Various
211.1 211.0
Total*
$ 1,083.5 $ 1,006.9

* Representing 114 property interests and 23.1 million square feet of GLA, as of ~~June 30, 2022,~~ ~~and 120 property interests and 24.7 million square feet of GLA, as of~~ ~~December 31, 2021.~~

	Noncontrolling Ownership Interest		The Company’s Investment
Joint Venture	As of March 31, 2023		March 31, 2023		December 31, 2022
Prudential Investment Program		15.0%	$	144.4	$	153.6
Kimco Income Opportunity Portfolio (“KIR”)		52.1%		283.3		281.5
Canada Pension Plan Investment Board (“CPP”)		55.0%		196.7		190.8
Other Institutional Joint Ventures	Various			253.5		256.8
Other Joint Venture Programs	Various			214.6		208.9
Total*			$	1,092.5	$	1,091.6

(1)*

~~During the~~Representing 108 property interests and 21.9 million square feet of GLA, as of ~~six~~March 31, 2023, ~~months ended~~ ~~June 30, 2022,~~ ~~the Company purchased additional ownership~~and 111 property interests ~~for $55.0 million. Also, during the~~and 22.4 million square feet of GLA, as of ~~six~~December 31, 2022. ~~months ended~~ ~~June 30, 2022,~~ ~~the Company purchased the General Partner 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.~~

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The table below presents the Company’s share of net income for the above investments, which is included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of ~~Operations~~Income for the three ~~and~~ ~~six~~months ended ~~June 30, 2022~~March 31, 2023 and ~~2021~~2022 (in millions):

Three Months Ended June 30,

Six Months Ended June 30,

Joint Venture

2022

2021

2022

2021

Prudential Investment Program (1)
$ 2.3 $ 2.6 $ 4.7 $ 5.3
KIR
32.0 9.1 45.5 17.8
CPP
2.6 2.0 5.7 4.1
Other Institutional Joint Ventures
4.1 0 5.6 0
Other Joint Venture Programs
3.1 2.6 6.2 6.9
Total
$ 44.1 $ 16.3 $ 67.7 $ 34.1

(1)

~~During the~~ ~~six~~ ~~months ended~~ ~~June 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.~~

	Three Months Ended March 31,
Joint Venture	2023		2022
Prudential Investment Program	$	9.8	$	2.4
KIR		9.3		13.4
CPP		2.7		3.1
Other Institutional Joint Ventures		0.7		1.5
Other Joint Venture Programs		1.7		3.2
Total	$	24.2	$	23.6

During the ~~six~~three months ended ~~June 30,~~March 31, 2023, the Company acquired the remaining 85% interest in three operating properties from KimPru Portfolio, in separate transactions, with an aggregate gross fair value of $150.7 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized net gains on change in control of interests of $7.7 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests. See Footnote 3 of the Notes to Condensed Consolidated Financial Statements for the operating properties acquired by the Company.

During the three months ended March 31, 2022, certain of the Company’s real estate joint ventures disposed of 6three properties, ~~and a land parcel,~~ in separate transactions, for an aggregate sales price of ~~$268.6~~$81.5 million. These transactions resulted in an aggregate net gain to the Company of ~~$29.8~~$2.6 million for the ~~six~~three months ended ~~June 30,~~March 31, 2022.

~~Table of Contents~~

~~During the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021,~~ certain of the Company’s real estate joint ventures disposed of 2 properties, in separate transactions, for an aggregate sales price of $53.7 million. These transactions resulted in an aggregate net gain to the Company of $4.2 million for the ~~six~~ ~~months ended~~ ~~June 30, 2021.~~

The table below presents debt balances within the Company’s unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (dollars in millions):

	As of June 30, 2022							As of December 31, 2021							As of March 31, 2023							As of December 31, 2022
Joint Venture	Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*
Prudential Investment Program	$	381.8		3.35	%		39.1	$	426.9		2.02	%		45.6	$	342.3		5.61	%		30.6	$	380.1		5.20	%		33.1
KIR		425.6		2.88	%		38.8		492.6		2.55	%		27.9		273.0		5.82	%		48.2		297.9		5.46	%		47.2
CPP		83.6		3.54	%		49.1		84.2		1.85	%		55.0		82.8		5.70	%		40.1		83.1		6.14	%		43.0
Other Institutional Joint Ventures		233.2		3.34	%		53.8		232.9		1.65	%		59.7		233.6		5.76	%		44.7		233.5		4.30	%		47.7
Other Joint Venture Programs		400.4		3.80	%		77.2		402.1		3.58	%		83.0		376.7		4.34	%		68.0		388.8		4.10	%		71.8
Total	$	1,524.6						$	1,638.7						$	1,308.4						$	1,383.4

* Includes extension options

5. Other Investments

The Company has provided capital to owners and developers of real estate properties and loans through its Preferred Equity ~~Program.~~program. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its net investment. As of ~~June 30, 2022,~~March 31, 2023, the Company’s net investment under the Preferred Equity ~~Program~~program was ~~$69.9 million relating to 16 properties.~~$94.1 million. During the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021,~~2022, the Company recognized ~~net~~ income of ~~$8.1~~$2.4 million and ~~$7.7~~$5.9 million from its preferred equity investments, respectively. These amounts are included in Equity in income of other investments, net on the Company’s Condensed Consolidated Statements of ~~Operations.~~Income.

During 2023, the Company contributed a land parcel and related entitlements, located in Admore, PA, into a preferred equity investment with a gross value of $19.6 million. As a result, the Company no longer consolidates this land parcel and has a non-controlling interest in this investment. As of March 31, 2023, the Company’s investment was $24.3 million.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

6. Marketable Securities

The amortized cost and unrealized gains, net of marketable securities as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, are as follows (in thousands):

	As of June 30, 2022		As of December 31, 2021		As of March 31, 2023		As of December 31, 2022
Marketable securities:
Amortized cost	$	115,862	$	114,159	$	70,290	$	87,411
Unrealized gains, net		957,844		1,097,580		381,293		510,321
Total fair value	$	1,073,706	$	1,211,739	$	451,583	$	597,732

During the three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021,~~2022, the Company recognized net unrealized losses on marketable securities of ~~$261.5~~$10.1 million and net unrealized gains on marketable securities of ~~$24.3 million, respectively. During the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021,~~ ~~the Company recognized net unrealized losses on marketable securities of $139.7 million and net unrealized gains on marketable securities of $85.4~~$121.8 million, respectively. These net unrealized gains and losses are included in (Loss)/gain on marketable securities, net on the Company’s Condensed Consolidated Statements of ~~Operations.~~Income.

During the three months ended March 31, 2023, the Company received $194.1 million representing its share of the ACI special dividend payment and recognized this as Special dividend income on the Company’s Condensed Consolidated Statements of Income. As a result, the Company anticipates it may need to make a special dividend payment to maintain its compliance with REIT distribution requirements. The payment of this special dividend may be in the form of cash, common stock or some combination thereof. The Company’s determination regarding any such special dividend and the form thereof will be announced during the year ended December 31, 2023.

Also during the three months ended March 31, 2023, the Company sold 7.1 million shares of Albertsons Companies Inc. (“ACI”) held by the Company, generating net proceeds of $137.4 million. For tax purposes, the Company recognized a long-term capital gain of $115.4 million. The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and will pay federal and state taxes of $30.0 million on the taxable gain. As of March 31, 2023, the Company held 21.2 million shares of ACI, which had a value of $440.8 million.

In April 2023, the Company sold an additional 7.0 million shares of ACI held by the Company, generating net proceeds of $144.9 million. For tax purposes, the Company will recognize a long-term capital gain of $125.9 million during the three months ended June 30, 2023. The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and will pay estimated corporate taxes of $32.7 million on the taxable gain.

7. Accounts and Notes Receivable

The components of accounts and notes receivable, net of potentially uncollectible amounts as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, are as follows (in thousands):

	As of June 30, 2022		As of December 31, 2021		As of March 31, 2023		As of December 31, 2022
Billed tenant receivables	$	21,595	$	20,970	$	39,736	$	33,801
Unbilled common area maintenance, insurance and tax reimbursements		38,033		55,283		40,862		56,001
Deferred rent receivables		3,383		5,029		1,401		1,905
Defined benefit plan receivable						14,553		14,421
Other receivables		22,175		15,725		9,066		8,361
Straight-line rent receivables		174,954		157,670		197,445		189,737
Total accounts and notes receivable, net	$	260,140	$	254,677	$	303,063	$	304,226

~~Table of Contents~~

8. Leases

Lessor Leases

The Company’s primary source of revenues is derived from lease agreements, which includes rental income and expense reimbursement. The Company’s lease income is comprised of minimum base rent, expense reimbursements, percentage rent, lease termination fee income, ancillary income, amortization of above-market and below-market rent adjustments and straight-line rent adjustments.

The disaggregation of the Company’s lease income, which is included in Revenues from rental properties, net on the Company’s Condensed Consolidated Statements of ~~Operations,~~Income, as either fixed or variable lease income based on the criteria specified in ASC 842, for the three ~~and~~ ~~six~~months ended ~~June 30, 2022~~March 31, 2023 and ~~2021,~~2022, is as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2022		2021		2022		2021		2023			2022
Lease income:
Fixed lease income (1)	$	336,370	$	223,259	$	668,368	$	436,263	$	348,338		$	331,998
Variable lease income (2)		81,514		55,683		164,961		115,995		90,071			83,447
Above-market and below-market leases amortization, net		2,683		3,231		6,980		8,933		2,989			4,297
Adjustments for potentially uncollectible revenues and disputed amounts (3)		2,706		3,559		5,618		3,412		(3,060	)		2,912
Total lease income	$	423,273	$	285,732	$	845,927	$	564,603	$	438,338		$	422,654

(1)

Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.

(2)

Includes minimum base rents, expense reimbursements, percentage rent, lease termination fee income and ancillary income.

(3)

The amounts represent adjustments associated with potentially uncollectible revenues and disputed ~~amounts primarily due to the COVID-~~19 ~~pandemic.~~amounts.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Lessee Leases

The Company currently leases real estate space under non-cancelable operating lease agreements for ground leases and administrative office leases. The Company’s operating leases have remaining lease terms ranging from less than one to 6462.8 years, some of which include options to extend the terms for up to an additional 75 years.

The weighted-average remaining non-cancelable lease term and weighted-average discount rates for the Company’s operating and finance leases as of ~~June 30, 2022~~March 31, 2023 were as follows:

	Operating Leases			Finance Leases			Operating Leases			Finance Leases
Weighted-average remaining lease term (in years)		25.5			1.5			24.6			0.8
Weighted-average discount rate		6.63	%		4.44	%		6.62	%		4.44	%

The components of the Company’s lease expense, which are included in interest expense, rent expense and general and administrative expense on the Company’s Condensed Consolidated Statements of ~~Operations~~Income for the three ~~and~~ ~~six~~months ended ~~June 30, 2022~~March 31, 2023 and ~~2021,~~2022, were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2022		2021		2022		2021		2023		2022
Lease cost:
Finance lease cost	$	250	$	0	$	576	$	0	$	319	$	327
Operating lease cost		3,268		2,795		6,251		5,624		3,701		2,983
Variable lease cost		1,188		649		2,596		1,332		561		1,407
Total lease cost	$	4,706	$	3,444	$	9,423	$	6,956	$	4,581	$	4,717

9. Other Assets

Assets Held-For-Sale

At ~~June 30, 2022,~~March 31, 2023, the Company had a ~~property and~~ land parcel classified as held-for-sale at a net carrying amount of ~~$2.9 million (including accumulated depreciation and amortization of $1.1 million).~~$4.0 million.

~~Table of Contents~~

Mortgages and Other Financing Receivables

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company provided as a lender the following mortgage loans and other financing receivables (dollars in millions):

Date Issued

Face Amount

Interest Rate

Maturity Date
Jun-22
$ 16.5 9.00 %
June-25
Jun-22
$ 19.6 10.00 %
June-29
May-22
$ 14.0 8.00 %
May-29
Jan-22
$ 3.0 8.00 %
July-22

Date Issued	Face Amount		Interest Rate			Maturity Date
Feb-23	$	11.2		14.00	%	Dec-24
Mar-23	$	25.0		8.00	%	Apr-24

10. Notes and Mortgages Payable

Notes Payable

~~The~~In February 2023, the Company ~~has~~obtained a new $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which replaced the Company’s existing $2.0 billion unsecured revolving credit facility which was scheduled to mature in March 2024. The Credit Facility is scheduled to expire in March ~~2024,~~2027 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March ~~2025.~~2028. The Credit Facility is guaranteed by the Parent Company. The Credit Facility could be increased to $2.75 billion through an accordion feature. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The ~~Company achieved such targets, which effectively reduced the rate on the~~ Credit Facility by ~~one~~ ~~basis point. The Credit Facility, which~~ accrues interest at a rate of ~~LIBOR~~Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus ~~76.5~~77.5 basis points ~~(2.55%~~and fluctuates in accordance with the Company’s credit ratings. The interest rate can be further adjusted upward or downward by four basis points (as of March 31, 2023, a two-basis point reduction was achieved) based on the sustainability metric targets, as defined in the agreement (5.66% as of ~~June 30, 2022),~~March 31, 2023). ~~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~~continues to be subject to the same covenants ~~requiring~~under the ~~maintenance~~Company's prior unsecured revolving credit facility. For a full description of ~~(i) maximum indebtedness ratios~~the Credit Facility’s covenants refer to the Amended and ~~(ii) minimum interest and fixed charge coverage ratios.~~ Restated Credit Agreement dated as of February 23, 2023, filed as Exhibit 10.20 in our Annual Report on Form 10-K for the year ended December 31, 2022. As of ~~June 30, 2022,~~March 31, 2023, the Credit Facility had 0no outstanding balance, no appropriations for letters of credit ~~of $1.2 million~~ and the Company was in compliance with its covenants.

~~During~~

~~July 2022,~~ 19the 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 1 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 5 basis points and (iv) obtain pre-approval of a possible organizational conversion to an UPREIT structure.

In ~~February 2022,~~ ~~the Company issued $600.0 million of senior unsecured notes, which are scheduled to mature in~~ ~~April 2032~~ ~~and accrue interest at a rate of 3.20% per annum. Proceeds from this issuance were used for general corporate purposes, including the repayment of certain senior unsecured notes.~~

~~During the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022,~~ ~~the Company repaid or partially repaid the following notes (dollars in millions):~~

Type

Date Paid

Amount Repaid

Interest Rate

Maturity Date
Senior unsecured notes (1)

Mar-22
$ 500.0 3.400 %
Nov-22
Senior unsecured notes (2)

May-22 & Jun-22
$ 36.1 3.125 %
Jun-23
Senior unsecured notes (3)

Jun-22
$ 11.0 3.375 %
Oct-22

(1)

~~The Company incurred a prepayment charge of $6.5 million and $0.7 million in write-off of deferred financing costs resulting from the early repayment.~~

(2)

~~Represents partial repayments. As of~~ ~~June 30, 2022,~~ ~~these notes had an outstanding principal of $313.9 million.~~

(3)

~~Represents partial repayments. As of~~ ~~June 30, 2022,~~ ~~these notes had an outstanding principal of $288.4 million.~~

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Mortgages Payable

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company ~~(i) obtained a $19.0 million mortgage relating to a consolidated joint venture operating property and (ii) repaid $115.3~~assumed $37.2 million of individual non-recourse mortgage debt ~~(including fair market value adjustment~~through the acquisition of ~~$0.2 million) that encumbered~~two operating properties, which it subsequently repaid in ~~six~~March 2023. ~~operating properties.~~

11. Noncontrolling Interests

Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or having determined that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Condensed Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Condensed Consolidated Statements of ~~Operations.~~Income.

~~During the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022,~~ the Company recognized impairment charges of $14.0 million relating to 5 properties held in a consolidated joint venture, before partners’ $13.0 million noncontrolling interests share of the impairment.

Included within noncontrolling interests are units that were determined to be contingently redeemable that are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and ~~Stockholders~~Stockholders’ equity on the Company’s Condensed Consolidated Balance Sheets.

~~Table of Contents~~

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021~~2022 (in thousands):

	Six Months Ended June 30,						Three Months Ended March 31,
	2022			2021			2023			2022
Balance at January 1,	$	13,480		$	15,784		$	92,933		$	13,480
Fair value allocation to partnership interest		0			2,068
Net income		534			176			1,546			333
Distributions		(535	)		(2,244	)		(1,546	)		(333	)
Redemption/conversion of noncontrolling interests		(209	)		0
Balance at June 30,	$	13,270		$	15,784
Balance at March 31,							$	92,933		$	13,480

12. Variable Interest Entities ~~(“VIE”)~~

Consolidated Operating Properties

Included within the Company’s ~~consolidated~~ operating properties at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 are ~~33 and 34~~32 consolidated entities, ~~respectively,~~ that are VIEs for which the Company is the primary beneficiary. These entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At ~~June 30,~~March 31, 2023, total assets of these VIEs were $1.8 billion and total liabilities were $199.0 million. At December 31, 2022, total assets of these VIEs were ~~$1.6~~$1.8 billion and total liabilities were ~~$148.1 million. At~~ ~~December 31, 2021,~~ ~~total assets of these VIEs were $1.6 billion and total liabilities were $153.9~~$199.1 million.

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). The assets of the unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining VIE assets are encumbered by third-party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The table below summarizes the consolidated VIEs and the classification of the Restricted Assets and VIE Liabilities on the Company’s Condensed Consolidated Balance Sheets as follows (dollars in millions):

	As of June 30, 2022		As of December 31, 2021		As of March 31, 2023		As of December 31, 2022
Number of unencumbered VIEs		30		30		29		29
Number of encumbered VIEs		3		4		3		3
Total number of consolidated VIEs		33		34		32		32

Restricted Assets:
Real estate, net	$	193.2	$	222.9	$	421.2	$	425.5
Cash and cash equivalents		5.2		2.0		8.7		7.9
Accounts and notes receivable, net		1.5		2.0		2.9		1.7
Other assets		1.7		1.0		2.3		1.5
Total Restricted Assets	$	201.6	$	227.9	$	435.1	$	436.6

VIE Liabilities:
Mortgages payable, net	$	74.5	$	78.9	$	109.7	$	109.7
Accounts payable and accrued expenses		12.3		11.8		11.4		10.9
Operating lease liabilities		6.6		6.7		5.2		5.2
Other liabilities		54.7		56.5		72.7		73.3
Total VIE Liabilities	$	148.1	$	153.9	$	199.0	$	199.1

Unconsolidated Redevelopment Investment

Included in the Company’s preferred equity investments at March 31, 2023, is an unconsolidated development project which is a VIE for which the Company is not the primary beneficiary. This preferred equity investment was primarily established to develop real estate property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as development costs are funded by the partners over the construction period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partners and therefore does not have a controlling financial interest.

As of March 31, 2023, the Company’s investment in this VIE was $24.3 million, which is included in Other investments on the Company’s Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $34.3 million, which is the capital commitment obligation. The Company has not provided financial support to this VIE that it was not previously contractually required to provide. All future costs of development will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages and construction loan financing.

13. Fair Value Measurements

All financial instruments of the Company are reflected in the accompanying Condensed Consolidated Balance Sheets at amounts which, in management’s estimation, based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values, except those listed below, for which fair values are disclosed. The valuation method used to estimate fair value for fixed-rate and variable-rate debt is based on discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan amounts and debt maturities. The fair values for marketable securities are based on published values, securities dealers’ estimated market values or comparable market sales. The fair value for embedded derivative liability is based on using the “with-and-without” method. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

~~Table of Contents~~

As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following are financial instruments for which the Company’s estimated fair value differs from the carrying value (in thousands):

	June 30, 2022				December 31, 2021				March 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes payable, net (1)	$	7,056,644	$	6,420,439	$	7,027,050	$	7,330,723	$	6,778,050	$	5,870,915	$	6,780,969	$	5,837,401
Mortgages payable, net (2)	$	346,461	$	319,813	$	448,652	$	449,758	$	374,285	$	316,139	$	376,917	$	311,659

(1)

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 ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, were ~~$6.4~~$5.9 billion and ~~$7.3~~$5.8 billion, respectively.

(2)

The Company determined that its valuation of its mortgages payable were classified within Level 3 of the fair value hierarchy.

The Company has certain financial instruments that must be measured under the FASB’s Fair Value Measurements and Disclosures guidance, including available for sale ~~securities.~~securities and embedded derivative liabilities. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level of the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The ~~table~~Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The tables below ~~presents~~present the Company’s financial assets and liabilities measured at fair value on a recurring basis at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Balance at
June 30, 2022

Level 1

Level 2

Level 3

Marketable equity securities
$ 1,073,706 $ 1,073,706 $ 0 $ 0

	Balance at March 31, 2023		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	451,583	$	451,583	$	-	$	-
Liabilities:
Embedded derivative liability	$	56,000	$	-	$	-	$	56,000

Balance at
December 31, 2021

Level 1
Level 2
Level 3

Marketable equity securities
$ 1,211,739 $ 1,211,739 $ 0 $ 0

	Balance at December 31, 2022		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	597,732	$	597,732	$	-	$	-
Liabilities:
Embedded derivative liability	$	56,000	$	-	$	-	$	56,000

The ~~table below presents~~significant unobservable input (Level 3 inputs) used in measuring the Company’s ~~assets~~embedded derivative liability, which is categorized with Level 3 of the fair value hierarchy as of March 31, 2023, is the discount rate of 8.00%.

Assets measured at fair value on a non-recurring basis at ~~June 30, 2022~~March 31, 2023 ~~and~~ ~~December 31, 2021 (~~inare as follows (in thousands):

Balance at
June 30, 2022

Level 1

Level 2

Level 3

Real estate
$ 110,503 $ 0 $ 0 $ 110,503

Balance at
December 31, 2021

Level 1

Level 2

Level 3

Other investments
$ 9,834 $ 0 $ 0 $ 9,834

Balance at

March 31, 2023

Level 1

Level 2

Level 3

Real estate

15,479

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company recognized impairment charges related to adjustments to property carrying values of ~~$14.7 million, before noncontrolling interests of $13.0~~$11.8 million. The Company’s estimated fair values of these assets were primarily based upon estimated sales prices from ~~signed contracts or~~ letters of intent from third-party offers, which were less than the carrying value of the assets. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third-party offers. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy.

14. Incentive Plans

In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan (together with the 2020 Plan, the “Plans”) that expired in March 2020. The 2020 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards. At ~~June 30, 2022,~~March 31, 2023, the Company had ~~6.9~~4.9 million shares of common stock available for issuance under the 2020 Plan.

1622

~~Table of Contents~~

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance, which requires that all share-based payments to employees, including grants of employee stock options, restricted stock and performance shares, be recognized in the Condensed Consolidated Statements of ~~Operations~~Income over the service period based on their fair values. Fair value of performance awards is determined using the Monte Carlo method which is intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is calculated based on the price on the date of grant.

The Company recognized expenses associated with its equity awards of ~~$14.0~~$9.3 million and ~~$12.3~~$7.5 million for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021,~~2022, respectively. As of ~~June 30, 2022,~~March 31, 2023, the Company had ~~$56.2~~$75.4 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to be recognized over a weighted-average period of approximately ~~3.1~~3.2 years.

15. Stockholders’ Equity

Preferred Stock

The Company’s Board of Director’s authorized the repurchase of up to ~~900,000~~894,000 depositary shares of Class L preferred stock and ~~1,058,000~~1,048,000 depositary shares of Class M preferred stock, representing up to ~~1,958~~1,942 shares of the Company’s preferred stock, par value $1.00 per share, through December 31, ~~2022.~~2023. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company repurchased the following preferred stock:

Class of Preferred Stock	Depositary Shares Repurchased		Purchase Price (in millions)		Depositary Shares Repurchased		Purchase Price (in thousands)
Class L		54,508	$	1.3		5,540	$	111.0
Class M		90,760	$	2.1		7,741	$	157.0

The Company’s outstanding Preferred Stock is detailed ~~below:~~below (in thousands, except share data and par values):

As of June 30, 2022
As of March 31, 2023															As of March 31, 2023
Class of Preferred Stock	Shares Authorized		Shares Issued and Outstanding		Liquidation Preference (in thousands)		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date		Shares Authorized		Shares Issued and Outstanding		Liquidation Preference		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date
Class L		10,350		8,946	$	223,637		5.125	%	$	1.28125	$	1.00	8/16/2022			10,350		8,940	$	223,499		5.125	%	$	1.28125	$	1.00	8/16/2022
Class M		10,580		10,489		262,231		5.250	%	$	1.31250	$	1.00	12/20/2022			10,580		10,481		262,037		5.250	%	$	1.31250	$	1.00	12/20/2022
				19,435	$	485,868													19,421	$	485,536

As of December 31, 2021
As of December 31, 2022															As of December 31, 2022
Class of Preferred Stock	Shares Authorized		Shares Issued and Outstanding		Liquidation Preference (in thousands)		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date		Shares Authorized		Shares Issued and Outstanding		Liquidation Preference		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date
Class L		10,350		9,000	$	225,000		5.125	%	$	1.28125	$	1.00	8/16/2022			10,350		8,946	$	223,637		5.125	%	$	1.28125	$	1.00	8/16/2022
Class M		10,580		10,580		264,500		5.250	%	$	1.31250	$	1.00	12/20/2022			10,580		10,489		262,231		5.250	%	$	1.31250	$	1.00	12/20/2022
				19,580	$	489,500													19,435	$	485,868

Common Stock

The Company has a ~~common~~ share repurchase program, which is scheduled to expire February 29, 2024. Under this program, the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million. The Company did not repurchase any shares under the ~~common~~ share repurchase program during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. As of ~~June 30, 2022,~~March 31, 2023, the Company had $224.9 million available under this common share repurchase program.

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

1723

~~Table of Contents~~

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Dividends Declared

The following table provides a summary of the dividends declared per share:

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2022		2021		2022		2021		2023		2022
Common Shares	$	0.20000	$	0.17000	$	0.39000	$	0.34000	$	0.23000	$	0.19000
Class L Depositary Shares	$	0.32031	$	0.32031	$	0.64062	$	0.64062	$	0.32031	$	0.32031
Class M Depositary Shares	$	0.32813	$	0.32813	$	0.65626	$	0.65626	$	0.32813	$	0.32813

16. Supplemental Schedule of Non-Cash Investing / Financing Activities

The following schedule summarizes the non-cash investing and financing activities of the Company for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021~~2022 (in thousands):

	Six Months Ended June 30,				Three Months Ended March 31,
	2022		2021		2023		2022
Acquisition of real estate interests from a lease modification					$	12,527	$	-
Disposition of real estate interests through the issuance of mortgage receivables					$	25,000	$	-
Deconsolidation of real estate interests through contribution to other investments					$	19,618	$	-
Surrender of common stock	$	13,545	$	9,246	$	16,085	$	13,444
Declaration of dividends paid in succeeding period	$	5,326	$	5,366	$	5,322	$	5,366
Capital expenditures accrual	$	23,225	$	37,269	$	35,819	$	33,885
Lease liabilities arising from obtaining operating right-of-use assets	$	0	$	553
Allocation of fair value to noncontrolling interests	$	0	$	2,068
Decrease in redeemable noncontrolling interests from redemption of units for common stock	$	1,613	$	0	$	-	$	1,536
Purchase price fair value adjustment to prepaid rent	$	0	$	15,620
Consolidation of Joint Ventures:
Increase in real estate and other net assets					$	54,345	$	-
Increase in mortgage payables					$	37,187	$	-

The following table provides a reconciliation of cash, cash equivalents and restricted cash recorded on the Company’s Condensed Consolidated Balance Sheets to the Company’s Condensed Consolidated Statements of Cash Flows (in thousands):

	As of June 30, 2022		As of December 31, 2021		As of March 31, 2023		As of December 31, 2022
Cash and cash equivalents	$	293,863	$	325,631	$	326,210	$	146,970
Restricted cash		2,935		9,032		2,967		2,859
Total cash, cash equivalents and restricted cash	$	296,798	$	334,663	$	329,177	$	149,829

17. Commitments and Contingencies

Letters of Credit

The Company has issued letters of credit in connection with the completion and repayment guarantees primarily on certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At ~~June 30, 2022,~~March 31, 2023, these letters of credit aggregated ~~$42.6~~$39.8 million.

Funding Commitments

The Company has ~~an investment~~investments with a funding ~~commitment~~commitments of ~~$25.0~~$64.7 million, of which ~~$10.1~~$41.7 million has been funded as of ~~June 30, 2022.~~March 31, 2023.

Other

The Parent Company guarantees the debt securities of Kimco OP. These guarantees by the Parent Company are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such guaranteed debt securities.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 ~~June 30, 2022,~~March 31, 2023, there were ~~$27.7~~$17.4 million in performance and surety bonds outstanding.

~~In connection with the Merger, the~~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~~$45.5 million outstanding at ~~June 30, 2022.~~March 31, 2023. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ~~("PIF"~~(“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.

~~Table of Contents~~

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company taken as a whole as of ~~June 30, 2022.~~

~~18.~~~~Defined Benefit Plan~~

As part of the Merger, the Company assumed sponsorship of Weingarten’s noncontributory qualified cash balance retirement plan (“the Benefit Plan”). At the date of the Merger, the Benefit Plan was frozen and as a result no ~~new benefits will be offered to employees who were~~ ~~not~~ ~~already part of the Benefit Plan on the Merger date. The Benefit Plan was terminated as of~~ ~~December~~March 31, ~~2021.~~ In connection with the termination, the Benefit Plan maintains a separate account for each participant. Annual additions to each participant’s account includes an interest credit of 4.5% as the service credit was suspended upon the freeze. The participant data used in determining the liabilities and costs for the Benefit Plan was determined as of ~~June~~ ~~30,~~~~2022.~~

The following table summarizes the measurement changes in the Benefit Plan’s projected benefit obligation, plan assets and funded status, as well as the components of net periodic benefit costs, including key assumptions, from ~~January 1, 2022~~ ~~through~~ ~~June 30, 2022 (~~~~in thousands):~~

2022

Change in Projected Benefit Obligation:

Benefit obligation at January 1
$ 36,995
Interest cost
435
Actuarial gain
(6,028 )
Benefit payments
(1,093 )
Benefit obligation at June 30
$ 30,309
Change in Plan Assets:

Fair value of plan assets at January 1
$ 43,653
Actual return on plan assets
(1,343 )
Benefit payments
(1,093 )
Fair value of plan assets at June 30
$ 41,217
Funded status at June 30 (included in Other assets)
$ 10,908
Accumulated benefit obligation
$ 30,309
Net gain recognized in other comprehensive income
$ 6,476

~~The weighted-average assumptions used to determine the benefit obligation as of~~ ~~June 30, 2022~~ ~~are as follows:~~

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

The selection of the discount rate is made after comparison to yields based on cash investments. The long-term rate of return is a composite rate for the Benefit Plan. It is derived as the sum of the percentages invested in each principal asset class included in the portfolio multiplied by their respective expected rates of return. The Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the Benefit Plan portfolio. This analysis resulted in the selection of 1.00% as the long-term rate of return assumption for the ~~six~~ ~~months ended~~ ~~June 30, 2022.~~

~~NaN contributions have been made and~~ ~~none~~ ~~are anticipated to be made to the Benefit Plan during~~ ~~2022.~~2023.

~~19.~~~~Accumulated Other Comprehensive Income (~~“~~AOCI~~”)

~~The following table displays the change in the components of AOCI for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022:~~

Unrealized Gains
Related to Defined
Benefit Plan

Balance as of January 1, 2022
$ 2,216
Other comprehensive income before reclassifications
4,260
Amounts reclassified from AOCI
0
Net current-period other comprehensive income
4,260
Balance as of June 30, 2022
$ 6,476

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~~20.~~18. Earnings Per Share

The following table sets forth the reconciliation of earnings and the weighted-average number of shares used in the calculation of basic and diluted earnings per share (amounts presented in thousands except per share data):

Three Months Ended
June 30,

Six Months Ended
June 30,

2022

2021

2022

2021

Computation of Basic and Diluted Earnings Per Share:

Net (loss)/income available to the Company's common shareholders
$ (125,751 ) $ 110,343 $ 105,197 $ 241,931
Earnings attributable to participating securities
(533 ) (672 ) (1,000 ) (1,475 )
Net (loss)/income available to the Company’s common shareholders for basic earnings per share
(126,284 ) 109,671 104,197 240,456
Distributions on convertible units
0 9 0 18
Net (loss)/income available to the Company’s common shareholders for diluted earnings per share
$ (126,284 ) $ 109,680 $ 104,197 $ 240,474

Weighted average common shares outstanding – basic
615,642 431,011 615,207 430,769
Effect of dilutive securities (1):

Equity awards
0 1,356 1,689 1,528
Assumed conversion of convertible units
0 122 47 133
Weighted average common shares outstanding – diluted
615,642 432,489 616,943 432,430

Net (loss)/income available to the Company's common shareholders:

Basic earnings per share
$ (0.21 ) $ 0.25 $ 0.17 $ 0.56
Diluted earnings per share
$ (0.21 ) $ 0.25 $ 0.17 $ 0.56

	Three Months Ended March 31,
	2023			2022
Computation of Basic and Diluted Earnings Per Share:
Net income available to the Company’s common shareholders	$	283,512		$	230,948
Earnings attributable to participating securities		(1,766	)		(1,360	)
Net income available to the Company’s common shareholders for basic earnings per share		281,746			229,588
Distributions on convertible units		1,118			11
Net income available to the Company’s common shareholders for diluted earnings per share	$	281,864		$	229,599

Weighted average common shares outstanding – basic		616,489			614,767
Effect of dilutive securities (1):
Equity awards		584			1,874
Assumed conversion of convertible units		2,555			117
Weighted average common shares outstanding – diluted		619,628			616,758
Net income available to the Company's common shareholders:
Basic earnings per share	$	0.46		$	0.37
Diluted earnings per share	$	0.46		$	0.37

(1)

The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Net ~~(loss)/~~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 0.5 million stock options that were~~ ~~not~~ ~~dilutive as of~~ ~~June 30, 2021.~~

The ~~Company's~~Company’s unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted ~~shares'~~shares’ participation rights in undistributed earnings.

~~Table of Contents~~

Item 2. ~~Management's~~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”)~~the Company contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as ~~amended.~~amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,” “will,” “target,” “plan”, “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, ~~(iii)~~(iv) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, ~~(iv)~~(v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, ~~(v)~~(vii) the Company’s ability to raise capital by selling its assets, ~~(vi)~~(viii) disruptions and increases in operating costs due to inflation and supply chain issues, ~~(vii)~~(ix) risks ~~related to future opportunities~~associated with the development of mixed-use commercial properties, including risks associated with the development, and ~~plans for the combined company, including the uncertainty~~ownership 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)non-retail real estate, (x) changes in governmental laws and regulations, including, but not limited to changes in data privacy, environmental (including climate change), safety and health laws, and management’s ability to estimate the impact of such changes, ~~(x)~~(xi) valuation and risks related to the Company’s joint venture and preferred equity investments ~~(xi)~~and other investments, (xii) valuation of marketable securities and other investments, including the shares of Albertsons Companies, Inc. common stock held by the Company, ~~(xii)~~(xiii) impairment charges, ~~(xiii)~~(xiv) criminal cybersecurity attacks disruption, data loss or other security incidents and breaches, (xv) impact of natural disasters and weather and climate-related events, (xvi) pandemics or other health crises, such as coronavirus disease 2019 (“COVID-19”), ~~(xiv)~~(xvii) our ability to attract, retain and motivate key personnel, (xviii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, ~~(xv)~~(xix) the level and volatility of interest rates and management’s ability to estimate the impact thereof, ~~(xvi)~~(xx) changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, ~~(xvii)~~(xxi) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity, and ~~(xviii)~~(xxii) the Company’s ability to continue to maintain its status as a REIT for federal income tax purposes and potential risks and uncertainties in connection with its UPREIT structure, and (xxiii) the other risks and uncertainties identified under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the ~~year-ended~~year ended December 31, ~~2021.~~2022. 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~~other filings with the Securities and Exchange Commission (“SEC”).

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

Executive Overview

Kimco Realty Corporation is a REIT, of which substantially all of the Company’s assets are held by, and substantially all of the Company’s operations are conducted through, Kimco OP, either directly or through its subsidiaries, as the Company’s operating company. The Company is the sole managing member and exercises exclusive control over Kimco OP. As of March 31, 2023, the Parent Company owned 100% of the outstanding limited liability company interests (the “OP Units”) in Kimco OP.

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 ~~June 30, 2022,~~March 31, 2023, the Company had interests in ~~533~~529 U.S. shopping center properties, aggregating ~~91.7~~90.2 million square feet of gross leasable area (“GLA”), located in 2928 states. In addition, the Company had 2722 other property interests, primarily through the Company’s preferred equity investments and other investments, totaling ~~6.1~~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~~and a growing portfolio of mixed-use assets, in the U.S. The Company believes it can achieve this objective by:

●

increasing the value of its existing portfolio of properties and generating higher levels of portfolio growth;

●

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

●

improving debt metrics and upgraded unsecured debt ratings

~~Table of Contents~~

●

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, pursuant to the definitive merger agreement (the “Merger Agreement”) between the Company and Weingarten which was entered into on April 15, 2021. The Merger brought together two industry-leading retail real estate platforms with highly complementary portfolios and created the preeminent open-air shopping center and mixed-use real estate owner in the 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.

~~COVID-19 Pandemic~~Economic Conditions

The COVID-19 pandemic has resulted in a widespread health crisis that adversely affected businesses, economies and financial markets worldwide. The COVID-19 pandemic significantly impacted the retail sector in which the Company operates. The majority of the Company’s tenants and their operations have been, and may continue to be impacted. Through the duration of the pandemic, a substantial number of tenants had to temporarily or permanently close their business, shortened their operating hours or offer reduced services for some period of time. The development and distribution of COVID-19 vaccines has assisted in allowing many restrictions to be lifted, providing a path to recovery. However, the economy continues to face several issues including inflation risk, bank failures and liquidity restraints, the lack of qualified employees, ~~inflation risk,~~tenant bankruptcies and supply chain issues, ~~and new COVID-19 variants,~~ which could impact the Company and its tenants. In response to the rising rate of inflation the Federal Reserve has steadily increased interest rates, and may continue to increase interest rates, until the rate of inflation begins to decrease. These increases in interest rates could adversely impact the business and financial results of the Company and its tenants. In addition, slower economic growth and the potential for a recession could have an adverse effect on the Company and its tenants. This could negatively affect the overall demand for retail space, including the demand for leasable space in the Company’s properties. As a result, the Company could feel pricing pressure on rents that it is able to charge to new or renewing tenants, such that future rents and rent spreads could be negatively impacted.

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 ~~the impact of COVID-19, and responses thereto, on the Company’s business, its tenants’ industries and general~~ economic, financial, and social ~~conditions. The magnitude~~conditions and ~~duration of the COVID-19 pandemic and~~will assess its ~~impact on the Company’s operations and liquidity remains uncertain as the pandemic continues to evolve globally and within the United States.~~asset portfolio for any impairment indicators. If the Company determines that any of its assets are impaired, ~~as a result of the COVID-19 pandemic,~~ the Company would be required to take impairment charges, and such amounts could be material. ~~The~~

Effects of Inflation

Many of the Company’s long-term leases contain provisions designed to help mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company ~~did not incur any impairment charges~~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 ~~six months ended June 30, 2022 relating~~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 ~~COVID-19.~~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.

~~Table of Contents~~

Results of Operations

Comparison of the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

The following table presents the comparative results from the Company’s Condensed Consolidated Statements of ~~Operations~~Income for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding ~~periods~~period in ~~2021~~2022 (in thousands, except per share data):

	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended March 31,
	2022			2021			Change			2022			2021			Change			2023			2022			Change
Revenues
Revenues from rental properties, net	$	423,273		$	285,732		$	137,541		$	845,927		$	564,603		$	281,324		$	438,338		$	422,654		$	27,084
Management and other fee income		3,925			3,284			641			8,520			6,721			1,799			4,554			4,595			(41	)
Operating expenses
Rent (1)		(4,070	)		(2,993	)		(1,077	)		(8,151	)		(6,028	)		(2,123	)		(4,013	)		(4,081	)		68
Real estate taxes		(56,075	)		(39,594	)		(16,481	)		(110,389	)		(78,530	)		(31,859	)		(57,506	)		(54,314	)		(3,192	)
Operating and maintenance (2)		(69,784	)		(46,897	)		(22,887	)		(139,009	)		(93,417	)		(45,592	)		(75,242	)		(69,225	)		(6,017	)
General and administrative (3)		(27,981	)		(24,754	)		(3,227	)		(57,929	)		(49,232	)		(8,697	)		(34,749	)		(29,948	)		(4,801	)
Impairment charges		(14,419	)		(104	)		(14,315	)		(14,691	)		(104	)		(14,587	)		(11,806	)		(272	)		(11,534	)
Merger charges		-			(3,193	)		3,193			-			(3,193	)		3,193
Depreciation and amortization		(124,611	)		(72,573	)		(52,038	)		(254,905	)		(147,449	)		(107,456	)		(126,301	)		(130,294	)		3,993
Gain on sale of properties		2,944			18,861			(15,917	)		7,137			28,866			(21,729	)		39,206			4,193			35,013
Other income/(expense)
Special dividend income																				194,116			-			194,116
Other income, net		6,642			1,782			4,860			12,625			5,139			7,486			3,132			5,983			(2,851	)
(Loss)/gain on marketable securities, net		(261,467	)		24,297			(285,764	)		(139,703	)		85,382			(225,085	)		(10,144	)		121,764			(131,908	)
Interest expense		(56,466	)		(46,812	)		(9,654	)		(113,485	)		(94,528	)		(18,957	)		(61,306	)		(57,019	)		(4,287	)
Early extinguishment of debt charges		(57	)		-			(57	)		(7,230	)		-			(7,230	)		-			(7,173	)		7,173
(Provision)/benefit for income taxes, net		(96	)		(1,275	)		1,179			57			(2,583	)		2,640			(30,829	)		153			(30,982	)
Equity in income of joint ventures, net		44,130			16,318			27,812			67,700			34,070			33,630			24,204			23,570			634
Equity in income of other investments, net		3,385			5,039			(1,654	)		8,758			8,826			(68	)		2,122			5,373			(3,251	)
Net loss/(income) attributable to noncontrolling interests		11,226			(421	)		11,647			12,569			(3,904	)		16,473
Net (income)/loss attributable to noncontrolling interests																				(4,013	)		1,343			(5,356	)
Preferred dividends, net		(6,250	)		(6,354	)		104			(12,604	)		(12,708	)		104			(6,251	)		(6,354	)		103
Net (loss)/ income available to the Company's common shareholders	$	(125,751	)	$	110,343		$	(236,094	)	$	105,197		$	241,931		$	(136,734	)
Net (loss)/income available to the Company's common shareholders:
Net income available to the Company's common shareholders																			$	283,512		$	230,948		$	63,964
Net income available to the Company's common shareholders:
Diluted per common share	$	(0.21	)	$	0.25		$	(0.46	)	$	0.17		$	0.56		$	(0.39	)	$	0.46		$	0.37		$	0.10

(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 loss available to the Company’s common shareholders was $125.8 million for the three months ended June 30, 2022, as compared to net income available to the Company’s common shareholders of $110.3 million for the comparable period in 2021. On a diluted per common share basis, net loss available to the Company’s common shareholders for the three months ended June 30, 2022 was $(0.21), as compared to net income available to the Company’s common shareholder of $0.25 for the comparable period in 2021.

~~Net~~ income available to the Company’s common shareholders was ~~$105.2~~$283.5 million for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, as compared to ~~$241.9~~$230.9 million for the comparable period in ~~2021.~~2022. On a diluted per common share basis, net income available to the Company’s common shareholders for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 was ~~$0.17~~$0.46 as compared to ~~$0.56~~$0.37 for the comparable period in ~~2021.~~2022.

The following describes the changes of certain line items included on the Company’s Condensed Consolidated Statements of ~~Operations~~Income that the Company believes changed significantly and affected Net ~~(loss)/~~income available to the ~~Company's~~Company’s common shareholders during the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding period in ~~2021:~~2022.

Revenues from rental properties, net –

The increase in Revenues from rental properties, net of ~~$137.5~~$15.7 million for the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding period in ~~2021,~~2022, is primarily from (i) ~~an increase in revenues of $133.4 million due to properties acquired during 2022 and 2021, including the impact of the Merger, (ii)~~ a net increase in revenues from tenants of ~~$8.5~~$16.6 million primarily due to an increase in leasing activity and net growth in the current portfolio, (ii) an increase in revenues of $11.3 million due to properties acquired during 2023 and 2022 and (iii) an increase in ~~net straight-line rental~~lease termination fee income of ~~$4.7~~$1.3 million, ~~primarily due to an increase in leasing activity and a decrease in reserves,~~ partially offset by (iv) a net ~~increase~~decrease of ~~$5.3~~$7.0 million due to changes in credit losses from tenants, (v) a decrease in revenues of ~~$2.0~~$6.2 million due to dispositions during ~~2022~~2023 and ~~2021~~2022 and (vi) a decrease ~~in lease termination fee income of $1.8 million.~~

~~Table of Contents~~

The increase in Revenues from rental properties, net of $281.3 million for the six months ended June 30, 2022, as compared to the corresponding period in 2021, is primarily from (i) an increase in revenues of $266.5 million due to properties acquired during 2022 and 2021, including the impact of the Merger, (ii) a net increase in revenues from tenants of $18.7 million primarily due to an increase in leasing activity and net growth in the current portfolio and (iii) an increase in net straight-line rental income of ~~$9.6~~$0.3 million, primarily due to an increase in leasing activity and a decrease in reserves, partially offset by (iv) a decrease in lease termination fee income of $6.8 million, (v) a decrease in revenues of $4.0 million due to dispositions during 2022 and 2021 and (vi) a net increase of $2.7 million due to changes in ~~credit losses from tenants.~~reserves.

Real estate taxes –

The increase in Real estate taxes of ~~$16.5 million and $31.9~~$3.2 million for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding ~~periods~~period in ~~2021, respectively,~~2022, is primarily due to properties acquired during 2023 and 2022, partially offset by dispositions during 2023 and ~~2021, including the impact of the Merger.~~2022.

Operating and maintenance –

The increase in Operating and maintenance expense of ~~$22.9 million and $45.6~~$6.0 million for the ~~three and six~~ months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding ~~periods~~period in ~~2021, respectively,~~2022, is primarily due to (i) properties acquired during 2023 and 2022 and ~~2021, including~~(ii) increases in repairs and maintenance, utilities and other operating costs throughout the ~~impact of the Merger.~~Company’s operating properties, partially offset by (iii) dispositions during 2023 and 2022.

General and administrative –

The increase in General and administrative expense of ~~$3.2~~$4.8 million for the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding period in 2021, is primarily due to (i) an increase in professional and legal fees of $1.9 million and (ii) an increase in employee-related expenses of $1.5 million resulting from additional employees hired in connection with the Merger.

~~The increase in General and administrative expense of $8.7 million for the six months ended June 30,~~ 2022, ~~as compared to the corresponding period in 2021,~~ is primarily due to (i) an increase in employee-related expenses of ~~$6.4~~$2.8 million resulting from additional employees hired ~~in connection with the Merger,~~and (ii) an increase in professional fees and ~~legal fees~~corporate expenses of ~~$2.7 million and (iii) an increase in travel and entertainment costs of $0.8 million, partially offset by (iv) a decrease of $1.4~~$2.0 million, primarily ~~due~~related to the ~~fluctuations in value of various directors’ deferred stock.~~Reorganization.

Impairment charges –

During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company recognized impairment charges related to adjustments to property carrying values of ~~$14.7~~$11.8 million and ~~$0.1~~$0.3 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 three and six months ended June 30, 2021, the Company incurred costs of $3.2 million associated with the Merger. These charges are primarily comprised of professional and legal fees.~~

Depreciation and amortization –

The ~~increase~~decrease in Depreciation and amortization of ~~$52.0~~$4.0 million for the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding period in ~~2021,~~2022, is primarily due to (i) a net decrease of $10.0 million, primarily from fully depreciated assets, write-offs due to tenant vacates and dispositions during 2023 and 2022, partially offset by (ii) an increase of ~~$55.0~~$6.0 million resulting from properties acquired during ~~2022~~2023 and 2021, including the impact of the Merger, and (ii) an increase of $1.2 million due to depreciation commencing on certain redevelopment projects that were placed into service during 2022 and 2021, partially offset by (iii) a decrease of $4.2 million due to write-offs of depreciable assets primarily due to tenant vacates and property dispositions.2022.

The increase in Depreciation and amortization of $107.5 million for the six months ended June 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) an increase of $113.8 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 decrease of $7.7 million due to write-offs of depreciable assets primarily due to tenant vacates and property dispositions.

~~Table of Contents~~

Gain on sale of properties –

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company disposed of anthree operating ~~property~~properties and ~~eight~~three land parcels, in separate transactions, for an aggregate sales price of ~~$43.3~~$117.6 million, which resulted in aggregate gains of ~~$7.1~~$39.2 million. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the Company disposed of ~~three operating properties and seven~~four land parcels, in separate transactions, for an aggregate sales price of ~~$132.2~~$8.7 million, which resulted in aggregate gains of ~~$28.9~~$4.2 million.

~~Other~~Special dividend income ~~net~~ –

~~The increase in Other income, net of $4.9 million for~~During the three months ended ~~June 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) $2.3 million in lower costs associated with potential transactions for which~~March 31, 2023, the Company ~~is no longer pursuing, (ii) a net increase in mortgage and other financing income~~received $194.1 million representing its share of ~~$1.4 million primarily due to new loan financing provided by~~ the ~~Company during 2022 and 2021, and (iii) an increase in~~ACI special dividend ~~income of $0.8 million primarily from the shares of Albertsons Companies, Inc. “ACI” common stock held by the Company.~~

The increase in Other income, net of $7.5 million for the six months ended June 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) $3.1 million in lower costs associated with potential transactions for which the Company is no longer pursuing, (ii) a net increase in mortgage and other financing income of $2.6 million primarily due to new loans issued during 2022 and 2021 and (iii) an increase in dividend income of $1.6 million primarily from the shares of ACI common stock held by the Company.payment.

(Loss)/gain on marketable securities, net –

The change in (Loss)/gain on marketable securities, net of ~~$285.8 million and $225.1~~$131.9 million for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding ~~periods~~period in ~~2021, respectively,~~2022, is primarily the result of mark-to-market fluctuations of the shares of ACI common stock held by the ~~Company.~~Company and the sale of ACI shares during 2023.

Interest expense –

The increase in Interest expense of ~~$9.7 million and $19.0~~$4.3 million for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding ~~periods~~period in ~~2021, respectively,~~2022, is primarily due ~~(i) increased levels of borrowings resulting from the assumptions of unsecured notes and mortgages~~to a decrease in ~~connection with the Merger and public debt offerings, partially offset by (ii)~~fair market value amortization due to the repayment of senior unsecured notes ~~and mortgages during 2022 and 2021.~~in 2022.

Early extinguishment of debt charges –

~~During~~Early extinguishment of debt charges of $7.2 million during the ~~six~~three months ended ~~June 30,~~March 31, 2022, is primarily due to the Company ~~repaid~~redeeming 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~~in write-off of deferred financing ~~costs during~~costs.

(Provision)/benefit for income taxes, net –

The change in (Provision)/benefit for income taxes, net of $31.0 million for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023, as compared to the corresponding period in 2022, is primarily due to the sale of 7.1 million shares of ACI held by the Company, which generated a taxable long-term capital gain. The Company plans to elect to retain the proceeds from the sale and, as a result, incurred federal and state income taxes aggregating $30.0 million on such gain.

Equity in income of ~~joint ventures,~~other investments, net –

The ~~increase~~decrease in Equity in income of ~~joint ventures,~~other investments, net of ~~$27.8~~$3.3 million for the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding period in ~~2021,~~2022, is primarily due to ~~(i) net gains of $27.2 million resulting from~~ the sale of properties within ~~various joint venture investments during 2022, and (ii) an increase in equity in income of $2.5 million from ownership interests acquired in unconsolidated joint ventures in connection with~~ the ~~Merger, partially offset by (iii) impairment charges of $2.3 million recognized~~Company’s Preferred Equity Program during 2022.

The increase in Equity in income of joint ventures, net of $33.6 million for the six months ended June 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) an increase in net gains of $24.9 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 $5.6 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 and (iii) an increase in equity in income of $4.8 million from ownership interests acquired in unconsolidated joint ventures in connection with the Merger, partially offset by (iv) an increase in impairment charges of $1.7 million recognized during 2022, as compared to the corresponding period in 2021.

Net ~~loss/~~(income)/loss attributable to noncontrolling interests –

The change in Net ~~loss/~~(income)/loss attributable to noncontrolling interests of ~~$11.6 million and $16.5~~$5.4 million for the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023, as compared to the corresponding ~~periods~~period in ~~2021,~~2022, is primarily due to ~~(i) impairment charges relating to~~an increase in net gain on sale of properties within consolidated joint ventures ~~recognized~~ during ~~2022, partially offset by (ii) an increase~~2023, as compared to the corresponding period in ~~net income attributable to noncontrolling interests primarily related to consolidated joint ventures acquired in the Merger.~~2022.

~~Table of Contents~~

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 ~~June 30, 2022,~~March 31, 2023, the Company had interests in ~~533~~529 U.S. shopping center properties, aggregating ~~91.7~~90.2 million square feet of gross leasable area (“GLA”), located in 2928 states. At ~~June 30, 2022,~~March 31, 2023, 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%~~2.1%, 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 21.2 million shares of ACI common stock held by the Company, which had a value of $440.8 million at March 31, 2023) and immediate access to ~~the Company’s~~an unsecured revolving credit facility (the “Credit Facility”) with bank commitments of $2.0 billion, which can be increased to $2.75 billion through an accordion feature. ~~In addition, the Company holds 39.8 million shares of ACI, which are subject to certain contractual lock-up provisions that are scheduled to expire on September 10, 2022.~~

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 ~~COVID-19 pandemic, the~~ current ~~inflation~~inflationary environment, rising interest rates, 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):

	Six Months Ended June 30,						Three Months Ended March31,
	2022			2021			2023			2022
Cash, cash equivalents and restricted cash, beginning of the period	$	334,663		$	293,188		$	149,829		$	334,663
Net cash flow provided by operating activities		442,333			293,671			345,233			194,551
Net cash flow used for investing activities		(155,136	)		(45,882	)
Net cash flow provided by/(used for) investing activities								43,559			(35,616	)
Net cash flow used for financing activities		(325,062	)		(310,915	)		(209,444	)		(123,280	)
Net change in cash, cash equivalents and restricted cash		(37,865	)		(63,126	)		179,348			35,655
Cash, cash equivalents and restricted cash, end of the period	$	296,798		$	230,062		$	329,177		$	370,318

Operating Activities

Net cash flow provided by operating activities for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 was ~~$442.3~~$345.2 million, as compared to ~~$293.7~~$194.6 million for the comparable period in ~~2021.~~2022. The increase of ~~$148.6~~$150.6 million is primarily attributable to:

●

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

●

additional operating cash flow generated by operating properties acquired during ~~2022~~2023 and ~~2021, including those acquired from the Merger;~~2022; and

●

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;

●

a decrease in distributions from the Company’s joint ventures programs; and

●

the disposition of operating properties in ~~2022~~2023 and ~~2021.~~2022.

Investing Activities

Net cash flow provided by investing activities was $43.6 million for the three months ended March 31, 2023, as compared to Net cash flow used for investing activities ~~was $155.1 million for the six months ended June 30, 2022, as compared to $45.9~~of $35.6 million for the comparable period in ~~2021.~~2022.

Investing activities during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 primarily consisted of:

Cash inflows:

●

$~~52.0~~138.3 million in proceeds from sale of marketable securities, primarily due to the sale of 7.1 million shares of ACI;

●

$71.0 million in proceeds from the sale of three operating properties and three land parcels; and

●

$5.6 million in reimbursements of investments in and advances to real estate joint ventures and other ~~investments; and~~

●

~~$41.2 million in proceeds from~~investments, primarily due to the sale of ~~an operating property and eight land parcels.~~properties within these portfolios.

Cash outflows:

●

$~~82.4~~98.5 million for ~~investments in~~the acquisition/consolidation of three operating properties 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;two parcels;

~~Table of Contents~~

●

$~~79.0~~40.2 million for improvements to operating real estate primarily related to re-tenanting, tenant improvements and the Company’s active redevelopment pipeline;

●

$~~53.1~~19.2 million for ~~investment~~investments in and advances to real estate joint ventures and investments in other ~~financing receivables relating~~investments, primarily related to ~~four loans;~~redevelopment projects within these portfolios and a partial paydown of debt within one of the Company’s joint venture investments.

●

$~~29.3~~11.2 million for ~~the acquisition of four parcels;~~investment in other financing receivable related to one new mortgage receivable; and

●

$~~3.0~~2.2 million for investment in ~~cost method investment.~~marketable securities.

Investing activities during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 primarily consisted of:

Cash inflows:

●

$~~130.1 million in proceeds from the sale of three consolidated properties and seven parcels;~~

●

~~$32.8~~33.0 million in reimbursements of investments in and advances to real estate joint ventures and other investments; and

●

$~~3.4~~8.4 million in ~~reimbursements~~proceeds from the sale of ~~investments in and advances to real estate joint ventures.~~four land parcels.

Cash outflows:

●

$~~84.3 million for the acquisition of two consolidated operating properties;~~

●

~~$66.3~~29.4 million for improvements to operating real estate primarily related to tenant improvements and the Company’s active redevelopment pipeline; ~~and~~

●

$~~61.4~~21.6 million for investments in and advances to real estate joint ventures, primarily related to a redevelopment project within the Company’s joint venture portfolio and partner buyouts, and investments in other ~~real estate~~ investments, primarily related to funding commitments for certain investments;

●

$18.7 million for the ~~Company’s~~acquisition of two parcels;

●

$3.0 million for investment in ~~a new preferred equity~~other financing receivable; and

●

$3.0 million for investment ~~located~~ in ~~San Antonio, TX.~~cost method investment.

Acquisition of Operating Real Estate –

During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company expended ~~$29.3~~$98.5 million and ~~$84.3~~$18.7 million, respectively, towards the ~~acquisition~~acquisition/consolidation of operating real estate properties. The Company anticipates spending approximately ~~$150.0~~$75.0 million to ~~$250.0~~$125.0 million towards the acquisition of or the purchase of additional interests in operating properties for the remainder of ~~2022.~~2023. The Company intends to fund these acquisitions with cash on hand, net cash flow ~~from~~provided by operating activities, proceeds from property dispositions, proceeds from the sale of marketable securities and/or availability under its Credit Facility.

Improvements to Operating Real Estate –

During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company expended ~~$79.0~~$40.2 million and ~~$66.3~~$29.4 million, respectively, towards improvements to operating real estate. These amounts consist of the following (in thousands):

	Six Months Ended June 30,				Three Months Ended March 31,
	2022		2021		2023		2022
Redevelopment and renovations	$	42,784	$	40,209	$	22,056	$	12,274
Tenant improvements and tenant allowances		36,174		26,133		18,146		17,161
Total improvements ~~(1)~~	$	78,958	$	66,342	$	40,202	$	29,435

~~(1)~~

During the six months ended June 30, 2022 and 2021, the Company capitalized payroll of $1.2 million and $2.8 million, respectively, and capitalized interest of $0.3 million and $0.4 million, respectively, in connection with the Company’s improvements to operating real estate.

The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes will increase the overall value by bringing in new tenants and improving the assets’ value. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts for the remainder of ~~2022~~2023 will be approximately ~~$90.0~~$180.0 million to ~~$120.0~~$220.0 million. The funding of these capital requirements will be provided by cash on hand, proceeds from property dispositions, proceeds from net cash flow provided by operating activities, the sale of marketable securities, and/or availability under the Company’s Credit Facility.

Financing Activities

Net cash flow used for financing activities was ~~$325.1~~$209.4 million for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, as compared to ~~$310.9~~$123.3 million for the comparable period in ~~2021.~~2022.

Financing activities during the ~~six~~three months ended ~~June 30,~~March 31, 2023 primarily consisted of:

Cash inflows:

●

$3.7 million in proceeds from issuance of stock.

Cash outflows:

●

$148.9 million of dividends paid;

●

$40.0 million in principal payment on debt, including normal amortization of rental property debt;

●

$16.1 million in shares repurchased for employee tax withholding on equity awards;

●

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

●

$2.6 million in redemption/distribution of noncontrolling interests.

Financing activities during the three months ended March 31, 2022 primarily consisted of:

Cash inflows:

●

$600.0 million in proceeds from issuance of 3.20% senior unsecured notes due in 2032; and

●

$19.0 million in proceeds from mortgage loan ~~financing; and~~financing.

●

~~$14.8 million in proceeds from issuance of stock.~~

~~Table of Contents~~

Cash outflows:

●

$~~547.1~~500.0 million for repayment of ~~unsecured notes; primarily related to the Company’s $500.0 million~~its 3.40% senior unsecured notes;

●

$~~253.8~~123.8 million of dividends paid;

●

$~~120.0~~88.3 million in principal payment on debt, including normal amortization of rental property debt;

●

$~~13.5~~13.4 million in shares repurchased for employee tax withholding on equity awards;

●

$~~10.3~~10.2 million in financing origination costs, in connection with the Company’s issuance of $600.0 million 3.20% senior unsecured notes;

●

~~$7.0 million in redemption/distribution of noncontrolling interests;~~

●

$6.5 million for payment of early extinguishment of debt charges; and

●

$~~3.4 million for repurchase of preferred stock.~~

~~Financing activities during the six months ended June 30, 2021 primarily consisted of:~~

~~Cash outflows:~~

●

~~$160.1 million of dividends paid;~~

●

~~$141.2 million in principal payment on debt, including normal amortization of rental property debt;~~

●

~~$9.2 million in shares repurchased for employee tax withholding on equity awards; and~~

●

~~$3.2~~4.7 million in redemption/distribution of noncontrolling interests.

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 March 31, 2023, the Company had consolidated floating rate debt totaling $18.2 million, excluding deferred financing costs of $0.1 million. The Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.

Debt maturities for ~~the remainder of 2022~~2023 consist of: ~~$290.9~~$12.0 million of consolidated debt, ~~and $100.4~~$13.0 million of unconsolidated joint venture debt and $32.2 million of debt included in the Company’s preferred equity program, assuming the utilization of extension options where available. The ~~2022~~2023 consolidated debt maturities are anticipated to be repaid with ~~cash on hand,~~ operating cash ~~flows, borrowings from the Credit Facility and public debt offerings, as deemed appropriate.~~flows. The ~~2022~~2023 debt maturities on properties in the Company’s unconsolidated joint ventures are anticipated to be repaid through operating cash flows, debt refinancing, ~~unsecured credit facilities,~~ proceeds from sales ~~of operating properties of~~within the respective entities, and partner capital contributions, as deemed appropriate.

The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintain or improve its unsecured debt ratings. The Company may, from time to time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives.

Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over ~~$16.8~~$17.4 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air, grocery anchored shopping centers and mixed-use assets, expanding and improving properties in the portfolio and other investments.

During ~~August 2021,~~January 2023, 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.

During January 2023, the Company filed a registration statement on Form S-8 for its 2020 Equity Participation Plan (the “2020 Plan”), which was previously approved by the Company’s stockholders and is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan that expired in March 2020. The 2020 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards. At March 31, 2023, the Company had 4.9 million shares of common stock available for issuance under the 2020 Plan

Preferred Stock –

The Company’s Board of Director’s authorized the repurchase of up to ~~900,000~~894,000 depositary shares of Class L preferred stock and ~~1,058,000~~1,048,000 depositary shares of Class M preferred stock representing up to ~~1,958~~1,942 shares the Company’s preferred stock, par value $1.00 per share, through December 31, ~~2022.~~2023. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, 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

~~Table of Contents~~

Class of Preferred Stock	Depositary Shares Repurchased		Purchase Price (in thousands)
Class L		5,540	$	111.0
Class M		7,741	$	157.0

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 six months ended June 30, 2022, the Company issued 450,000 shares and received net proceeds after commissions of $11.3 million. As of June 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 ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. As of ~~June 30, 2022,~~March 31, 2023, the Company had $224.9 million available under this common share repurchase program.

Senior Unsecured Notes –

In February 2022, the Company issued $600.0 million of senior unsecured notes, which are scheduled to mature in April 2032 and accrue interest at a rate of 3.20% per annum. Proceeds from this issuance were used for general corporate purposes, including the repayment of certain senior unsecured notes.

~~During the six months ended June 30, 2022, the Company repaid or partially repaid the following notes (dollars in millions):~~

Type

Date Paid

Amount Repaid

Interest Rate

Maturity Date
Senior unsecured notes (1)

Mar-22
$ 500.0 3.400 %
Nov-22
Senior unsecured notes (2)

May-22 & Jun-22
$ 36.1 3.125 %
Jun-23
Senior unsecured notes (3)

Jun-22
$ 11.0 3.375 %
Oct-22

~~(1)~~

~~The Company incurred a prepayment charge of $6.5 million and $0.7 million in write-off of deferred financing costs resulting from the early repayment.~~

~~(2)~~

~~Represents partial repayments. As of June 30, 2022, these notes had an outstanding balance of $313.9 million.~~

~~(3)~~

~~Represents partial repayments. As of June 30, 2022, these notes had an outstanding balance of $288.4 million.~~

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

Covenant	Must Be	As of ~~June 30, 2022~~March 31, 2023
Consolidated Indebtedness to Total Assets	<60%	~~38%~~	37%
Consolidated Secured Indebtedness to Total Assets	<40%		2%
Consolidated Income Available for Debt Service to Maximum Annual Service Charge	>1.50x	~~4.5x~~	4.2x
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness	>1.50x	~~2.4x~~	2.5x

For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; ~~and the~~ Seventh Supplemental Indenture dated as of April 24, ~~2014,~~2014; and the Eighth Supplemental Indenture dated as of January 3, 2023, each as filed with the SEC. In connection with the ~~Merger,~~merger with Weingarten Realty Investors (“Weingarten”), the Company assumed senior unsecured notes which have covenants that are similar to ~~the Company’s~~Kimco OP’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~~2022 for specific filing information.

Credit Facility –

In February ~~2020,~~2023, the Company obtained a new $2.0 billion ~~Credit Facility~~unsecured revolving credit facility (the “Credit Facility”) with a group of ~~banks.~~banks, which replaced the Company’s existing $2.0 billion unsecured revolving credit facility which was scheduled to mature in March 2024. The Credit Facility is scheduled to expire in March ~~2024,~~2027 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March ~~2025.~~2028. The Credit Facility is guaranteed by the Parent Company. The Credit Facility could be increased to $2.75 billion through an accordion feature. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The ~~Company achieved such targets, which effectively reduced the rate on the~~ Credit Facility ~~by one basis point. The Credit Facility, which~~ accrues interest at a rate of ~~LIBOR~~Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus ~~76.5~~77.5 basis points ~~(2.55%~~and fluctuates in accordance with the Company’s credit ratings. The interest rate can be further adjusted upward or downward by four basis points (as of March 31, 2023, a two-basis point reduction was achieved) based on the sustainability metric targets, as defined in the agreement (5.66% as of ~~June 30, 2022), can be increased to $2.75 billion through an accordion feature.~~March 31, 2023). Pursuant to the terms of the Credit Facility, the Company ~~among other things, is~~continues to be subject to the same covenants ~~requiring~~under the ~~maintenance~~Company’s prior unsecured revolving credit facility. For a full description of ~~(i) maximum indebtedness ratios~~the Credit Facility’s covenants refer to the Amended and ~~(ii) minimum interest and fixed charge coverage ratios.~~Restated Credit Agreement dated as of February 23, 2023, filed as Exhibit 10.20 in our Annual Report on Form 10-K for the year ended December 31, 2022. As of ~~June 30, 2022,~~March 31, 2023, the Credit Facility had no outstanding balance and no appropriations for letters of ~~credit of $1.2 million.~~

~~Table of Contents~~

During 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.credit.

Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants. The financial covenants for the Credit Facility are as follows:

Covenant	Must Be	As of ~~June 30, 2022~~March 31, 2023
Total Indebtedness to Gross Asset Value (“GAV”)	<60%	~~38%~~	37%
Total Priority Indebtedness to GAV	<35%	1%	2%
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense	>1.75x	~~4.6x~~	5.5x
Fixed Charge Total Adjusted EBITDA to Total Debt Service	>1.50x	~~4.2x~~	4.7x

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 herewith Exhibit 10.1 to this Quarterly Report on Form 10-Q dated July 29, 2022.

Mortgages Payable –

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company ~~(i) obtained a $19.0 million mortgage relating to a consolidated joint venture operating property and (ii) repaid $115.3~~assumed $37.2 million of individual non-recourse mortgage debt ~~(including fair market value adjustment~~through the consolidation of ~~$0.2 million) that encumbered six~~two operating ~~properties.~~properties which the Company subsequently repaid in March 2023.

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 ~~June 30, 2022,~~March 31, 2023, the Company had over ~~480~~485 unencumbered property interests in its portfolio.

Other –

During the three months ended March 31, 2023, the Company received $194.1 million representing its share of the ACI special dividend payment and recognized this as Special dividend income on the Company’s Condensed Consolidated Statements of Income. As a result, the Company anticipates it may need to make a special dividend payment to maintain its compliance with REIT distribution requirements. The payment of this special dividend may be in the form of cash, common stock or some combination thereof. The Company’s determination regarding any such special dividend and the form thereof will be announced during the year end December 31, 2023.

Also during the three months ended March 31, 2023, the Company sold 7.1 million shares of ACI held by the Company, generating net proceeds of $137.4 million. For tax purposes, the Company recognized a long-term capital gain of $115.4 million. The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and will pay federal and state taxes of $30.0 million on the taxable gain. As of March 31, 2023, the Company holds 21.2 million shares of ACI, which had a value of $440.8 million.

In addition, in April 2023, the Company sold 7.0 million shares of ACI held by the Company, generating net proceeds of $144.9 million. For tax purposes, the Company will recognize a long-term capital gain of $125.9 million during the three months ended June 30, 2023. The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and will pay estimated corporate taxes of $32.7 million on the taxable gain.

The Company has issued letters of credit in connection with completion and repayment guarantees, primarily on certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At March 31, 2023, these letters of credit aggregated $39.8 million.

The Company has an investment with a funding commitment of $64.7 million, of which $41.7 million has been funded as of March 31, 2023.

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 ~~June 30, 2022,~~March 31, 2023, there were ~~$27.7~~$17.4 million in performance and surety bonds outstanding.

~~In connection with the Merger, the~~

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~~$45.5 million outstanding at ~~June 30, 2022.~~March 31, 2023. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ("PIF") to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The revenue generated from incremental sales, property taxes and PIF have satisfied the debt service requirements to date. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.

~~COVID-19~~ –

As the COVID-19 pandemic continues to evolve, uncertainty remains regarding the long-term economic impact it will have. As a result, the Company has focused on creating a strong liquidity position, including, but not limited to, maintaining availability under its Credit Facility, cash and cash equivalents on hand and having access to unencumbered property interests.

The Company continues to monitor the impact of COVID-19 on the Company’s business, tenants and industry as a whole. The magnitude and duration of the COVID-19 pandemic and its impact on the Company’s operations and liquidity remains uncertain as this pandemic continues to evolve globally and within the United States. However, if the COVID-19 pandemic continues, such impacts could grow, become material and materially disrupt the Company’s business operations and materially adversely affect the Company’s liquidity.

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~~it monitors 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 ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ were ~~$253.8~~$148.9 million and ~~$160.1~~$123.8 million, respectively.

~~Table of Contents~~

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.~~instruments with high credit rated institutions. The Company’s objective is to establish a dividend level that maintains compliance with the Company’s REIT taxable income distribution requirements. On ~~April 26, 2022,~~February 8, 2023, the Company’s Board of Directors declared a quarterly dividend with respect to the Company’s classes of cumulative redeemable preferred shares (Classes L and M) which were paid on ~~July 15, 2022~~April 17, 2023 to shareholders of record on ~~July 1, 2022.~~April 3, 2023. In addition, the Company’s Board of Directors declared a quarterly cash dividend of ~~$0.20~~$0.23 per common share, which was paid on ~~June~~March 23, ~~2022~~2023 to shareholders of record on ~~June~~March 9, ~~2022.~~2023.

On ~~July 26, 2022,~~April 25, 2023, the Company’s Board of Directors declared quarterly dividends with respect to the Company’s classes of cumulative redeemable preferred shares (Classes L and M), which are scheduled to be paid on ~~October~~July 17, ~~2022,~~2023, to shareholders of record on ~~October~~July 3, ~~2022.~~2023. Additionally, on ~~July 26, 2022,~~April 25, 2023, the Company’s Board of Directors declared a quarterly cash dividend of ~~$0.22~~$0.23 per common share, ~~representing a 10.0% increase from the prior quarterly dividend of $0.20,~~ payable on ~~September 23, 2022~~June 22, 2023 to shareholders of record on ~~September 9, 2022.~~June 8, 2023.

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, mark-to-market gains/losses ~~(realized or unrealized)~~ from marketable securities, allowance for credit losses on mortgage receivables or gains/impairments on ~~preferred equity participations~~other investments in NAREIT defined FFO.

The Company presents FFO available to the Company’s common shareholders as it considers it an important supplemental measure of our operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO available to the Company’s common shareholders when reporting results. Comparison of our presentation of FFO available to the Company’s common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP, and therefore, should not be considered an alternative for net income or cash flows from operations as a measure of liquidity.

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

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2022			2021			2022			2021			2023			2022
Net (loss)/income available to the Company’s common shareholders	$	(125,751	)	$	110,343		$	105,197		$	241,931
Net income available to the Company’s common shareholders													$	283,512		$	230,948
Gain on sale of properties		(2,944	)		(18,861	)		(7,137	)		(28,866	)		(39,206	)		(4,193	)
Gain on sale of joint venture properties		(27,198	)		-			(30,184	)		(5,283	)		(7,710	)		(2,986	)
Depreciation and amortization - real estate related		123,672			71,781			253,133			145,894			125,278			129,461
Depreciation and amortization - real estate joint ventures		16,616			10,234			33,501			20,241			16,547			16,885
Impairment charges (including real estate joint ventures)		17,233			104			17,933			1,172			11,803			700
Profit participation from other investments, net		(1,988	)		(1,346	)		(5,651	)		(1,151	)		31			(3,663	)
Special dividend income														(194,116	)		-
Loss/(gain) on marketable securities, net		261,467			(24,297	)		139,703			(85,382	)		10,144			(121,764	)
Provision/(benefit) for income taxes, net (1)		3			1,096			(8	)		2,142			30,873			(11	)
Noncontrolling interests (1)		(14,729	)		(271	)		(19,459	)		2,355			931			(4,730	)
FFO available to the Company’s common shareholders (3)	$	246,381		$	148,783		$	487,028		$	293,053		$	238,087		$	240,647
Weighted average shares outstanding for FFO calculations:
Basic		615,642			431,011			615,207			430,769			616,489			614,767
Units		2,473			642			2,509			653			2,555			2,546
Dilutive effect of equity awards		1,419			1,356			1,689			1,528			584			1,874
Diluted (2)		619,534			433,009			619,405			432,950			619,628			619,187

FFO per common share – basic	$	0.40		$	0.35		$	0.79		$	0.68		$	0.39		$	0.39
FFO per common share – diluted (2)	$	0.40		$	0.34		$	0.79		$	0.68		$	0.39		$	0.39

(1)

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

(2)

Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect on FFO available to the Company’s common shareholders. FFO available to the Company’s common shareholders would be increased by ~~$483~~$584 and ~~$97~~$473 for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively. FFO available to the company’s common shareholders would be increased by $955 and $195 for the six months ended June 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 $7.2 million recognized during the ~~six~~three months ended ~~June 30,~~March 31, 2022. ~~Includes Merger charges of $3.2 million recognized during the three and six months ended June 30, 2021 in connection with the Merger.~~

~~Table of Contents~~

Same Property Net Operating Income (“(“Same property ~~NOI~~”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 six months ended June 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 six months ended June 30, 2022. The amount of the adjustment relating to Weingarten Same property NOI for the three and six months ended June 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 (loss)/income available to the Company’s common shareholders for the corresponding period.

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

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

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Net (loss)/income available to the Company’s common shareholders
$ (125,751 ) $ 110,343 $ 105,197 $ 241,931
Adjustments:

Management and other fee income
(3,925 ) (3,284 ) (8,520 ) (6,721 )
General and administrative
27,981 24,754 57,929 49,232
Impairment charges
14,419 104 14,691 104
Merger charges
- 3,193 - 3,193
Depreciation and amortization
124,611 72,573 254,905 147,449
Gain on sale of properties
(2,944 ) (18,861 ) (7,137 ) (28,866 )
Interest and other expense, net
49,881 45,030 108,090 89,389
Loss/(gain) on marketable securities, net
261,467 (24,297 ) 139,703 (85,382 )
Provision/(benefit) for income taxes, net
96 1,275 (57 ) 2,583
Equity in income of other investments, net
(3,385 ) (5,039 ) (8,758 ) (8,826 )
Net (loss)/income attributable to noncontrolling interests
(11,226 ) 421 (12,569 ) 3,904
Preferred dividends, net
6,250 6,354 12,604 12,708
Weingarten same property NOI (1)
- 93,855 - 185,639
Non same property net operating income
(17,295 ) (14,159 ) (35,122 ) (31,578 )
Non-operational expense from joint ventures, net
(2,858 ) 14,606 16,826 26,568
Same property NOI
$ 317,321 $ 306,868 $ 637,782 $ 601,327

~~(1)~~

Amounts for the three and six months ended June 30, 2021, represent the Same property NOIs from Weingarten properties, not included in the Company's Net (loss)/income available to the Company's common shareholders for the same period.

~~Table of Contents~~

	Three Months Ended March 31,
	2023			2022
Net income available to the Company’s common shareholders	$	283,512		$	230,948
Adjustments:
Management and other fee income		(4,554	)		(4,595	)
General and administrative		34,749			29,948
Impairment charges		11,806			272
Depreciation and amortization		126,301			130,294
Gain on sale of properties		(39,206	)		(4,193	)
Special dividend income		(194,116	)		-
Interest and other expense, net		58,174			58,209
Loss/(gain) on marketable securities, net		10,144			(121,764	)
Provision/(benefit) for income taxes, net		30,829			(153	)
Equity in income of other investments, net		(2,122	)		(5,373	)
Net income/(loss) attributable to noncontrolling interests		4,013			(1,343	)
Preferred dividends, net		6,251			6,354
Non same property net operating income		(15,613	)		(16,535	)
Non-operational expense from joint ventures, net		16,039			19,684
Same property NOI	$	326,207		$	321,753

Same property NOI increased by ~~$10.5~~$4.5 million or ~~3.4%~~1.4% for the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to the corresponding period in ~~2021.~~2022. This increase is primarily the result of (i) ana net increase ~~in net operating income~~ of ~~$20.1~~$13.4 million primarily related to an increase in rental revenue driven by strong leasing activity, ~~and a decrease in tenant rent abatements and vacancies as a result of the COVID-19 pandemic,~~ partially offset by (ii) a change in credit ~~loss~~losses from tenants of ~~$9.6~~$8.9 million.

Same property NOI increased by $36.5 million or 6.1% for the six months ended June 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 $42.8 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 $6.3 million.

~~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.

Leasing Activity

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company executed ~~927~~474 leases totaling ~~over 6.4~~4.1 million square feet in the Company’s consolidated operating portfolio comprised of ~~275~~119 new leases and ~~652~~355 renewals and options. The leasing costs associated with these new leases are estimated to aggregate ~~$59.8~~$27.9 million, or ~~$42.95~~$37.31 per square foot. These costs include ~~$47.5~~$21.7 million of tenant improvements and ~~$12.3~~$6.2 million of external leasing commissions. The average rent per square foot for (i) new leases was ~~$21.67~~$21.41 and (ii) renewals and options was ~~$17.12.~~$17.77.

Tenant Lease Expirations

At ~~June 30, 2022,~~March 31, 2023, the Company has a total of ~~8,252~~8,315 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~~leases data:

Year Ending December 31,	Number of Leases Expiring		Square Feet Expiring		Total Annual Base Rent Expiring		% of Gross Annual Rent			Number of Leases Expiring		Square Feet Expiring		Total Annual Base Rent Expiring		% of Gross Annual Rent
(1)		204		623	$	13,733		1.1	%		167		586	$	13,068		1.0	%
2022		337		1,146	$	27,428		2.3	%
2023		1,184		6,966	$	131,110		10.8	%		544		2,490	$	52,771		4.2	%
2024		1,201		7,826	$	148,738		12.3	%		1,168		7,415	$	144,014		11.4	%
2025		1,117		8,098	$	149,269		12.3	%		1,172		8,211	$	155,610		12.4	%
2026		1,045		9,481	$	155,052		12.8	%		1,105		9,535	$	159,917		12.7	%
2027		984		9,361	$	156,408		12.9	%		1,155		9,756	$	177,434		14.1	%
2028		523		5,809	$	102,154		8.4	%		940		9,281	$	164,981		13.1	%
2029		399		3,630	$	66,816		5.5	%		464		4,201	$	77,960		6.2	%
2030		303		2,457	$	54,913		4.5	%		326		2,620	$	59,345		4.7	%
2031		333		2,484	$	54,643		4.5	%		342		2,364	$	54,924		4.4	%
2032		343		2,507	$	49,437		4.1	%		384		2,783	$	54,295		4.3	%
2033											298		2,519	$	45,286		3.6	%

(1)

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

3337

~~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 ~~June 30, 2022,~~March 31, 2023, 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		2023			2024			2025			2026			2027			Thereafter			Total			Fair Value
Secured Debt
Fixed Rate	$	-		$	55.1		$	4.9		$	53.9		$	-		$	213.9		$	327.8		$	301.6	$	12.0		$	14.3		$	52.6		$	-		$	34.1		$	243.2		$	356.2		$	298.4
Average Interest Rate		-			3.95	%		6.75	%		3.50	%		-			4.28	%		4.13	%				3.23	%		4.79	%		3.50	%		-			4.01	%		4.23	%		4.09	%

Variable Rate	$	-		$	-		$	-		$	18.7		$	-		$	-		$	18.7		$	18.2	$	-		$	-		$	18.1		$	-		$	-		$	-		$	18.1		$	17.7
Average Interest Rate		-			-			-			2.35	%		-			-			2.35	%				-			-			5.97	%		-			-			-			5.97	%

Unsecured Debt
Fixed Rate	$	290.9		$	619.9		$	658.1		$	755.4		$	787.0		$	3,945.3		$	7,056.6		$	6,420.4	$	-		$	652.4		$	751.7		$	784.5		$	436.6		$	4,152.9		$	6,778.1		$	5,870.9
Average Interest Rate		3.38	%		3.31	%		3.37	%		3.48	%		3.06	%		3.35	%		3.33	%				-			3.37	%		3.48	%		3.06	%		4.03	%		3.47	%		3.45	%

Based on the Company’s variable-rate debt balances, interest expense would have increased by ~~$0.1~~$0.05 million for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 if short-term interest rates were 1.0% higher.

Item 4. Controls and Procedures.

Controls and Procedures (Kimco Realty Corporation)

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

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

Controls and Procedures (Kimco Realty OP, LLC)

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

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

3438

~~Table of Contents~~

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.~~2022.

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

Issuer Purchases of Equity Securities

The Company’s Board of ~~Director’s~~Directors authorized the repurchase of up to ~~900,000~~894,000 depositary shares of Class L preferred stock and ~~1,058,000~~1,048,000 depositary shares of Class M preferred stock representing up to an aggregate of ~~1,958~~1,942 shares of the Company’s preferred stock, par value $1.00 per share, through December 31, ~~2022.~~2023.

During the three months ended ~~June 30, 2022,~~March 31, 2023, the Company repurchased the following Class L depositary shares:

Period

Total Number
of Depositary Shares
Purchased

Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(in millions)

April 1, 2022 – April 30, 2022 - $ - - $ n/a
May 1, 2022
– May 31, 2022 49,336 23.75 - $ n/a
June 1, 2022
– June 30, 2022 5,172 23.82 - $ n/a

Total 54,508 $ 23.76 -

Period	Total Number of Depositary Shares Purchased		Average Price Paid per Depositary 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, 2023 – January 31, 2023		-	$	-		-	$	n/a
February 1, 2023 – February 28, 2023		-		-		-	$	n/a
March 1, 2023 – March 31, 2023		5,540		20.02		-	$	n/a
Total		5,540	$	20.02		-

During the three months ended ~~June 30, 2022,~~March 31, 2023, the Company repurchased the following Class M depositary shares:

Period

Total Number
of Depositary Shares
Purchased

Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(in millions)

April 1, 2022 – April 30, 2022 - $ - - $ n/a
May 1, 2022
– May 31, 2022 78,661 23.59 - $ n/a
June 1, 2022
– June 30, 2022 12,099 23.81 - $ n/a

Total 90,760 $ 23.61 -

Period	Total Number of Depositary Shares Purchased		Average Price Paid per Depositary 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, 2023 – January 31, 2023		-	$	-		-	$	n/a
February 1, 2023 – February 28, 2023		-		-		-	$	n/a
March 1, 2023 – March 31, 2023		7,741		20.26		-	$	n/a
Total		7,741	$	20.26		-

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company repurchased ~~559,887~~750,717 shares of the Company’s common stock for an aggregate purchase price of ~~$13.5~~$16.1 million (weighted average price of ~~$24.15~~$21.43 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
Total
559,887 $ 24.15 -

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, 2023 – January 31, 2023		-	$	-		-	$	224.9
February 1, 2023 – February 28, 2023		750,717		21.43		-	$	224.9
March 1, 2023 – March 31, 2023		-		-		-	$	224.9
Total		750,717	$	21.43		-

3539

~~Table of Contents~~

Item 3. Defaults Upon Senior Securities.

None.

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.

3.1	Articles of Amendment and Restatement of Kimco Realty Corporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K12B filed on January 3, 2023)
3.2	Amended and Restated Bylaws of Kimco Realty Corporation, dated January 31, 2023 incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 2, 2023
3.3	Articles of Merger (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K12B filed on January 3, 2023)
3.4	Certificate of Formation of Kimco Realty OP, LLC (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K12B filed on January 3, 2023)
3.5	Limited Liability Company Agreement of Kimco Realty OP, LLC, dated as of January 3, 2023 (incorporated by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K12B filed on January 3, 2023)
4.1	Fourth Supplemental Indenture, dated as of January 3, 2023, between Kimco Realty OP, LLC, as issuer, Kimco Realty Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K12B filed on January 3, 2023)
4.2	Eighth Supplemental Indenture, dated as of January 3, 2023, between Kimco Realty OP, LLC, as issuer, Kimco Realty Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K12B filed on January 3, 2023)
4.3	Form of Indenture for Senior Debt Securities, among Kimco Realty Corporation, an issuer, Kimco Realty OP, LLC, as guarantor, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4(j) to the prospectus supplement to the prospectus included in the Company’s automatic shelf registration statement on Form S-3 filed on January 3, 2023)
4.4	Fourth Supplemental Indenture, dated January 3, 2023, between Kimco Realty Corporation (successor in interest to Weingarten Realty Investors) and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K12B filed on January 3, 2023).
10.1	Amendment No. 2 ~~dated July 12, 2022~~to the Kimco Realty Corporation 2010 Equity Participation Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K12B filed on January 3, 2023)
10.2	Kimco Realty Corporation Amended and Restated 2020 Equity Participation Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K12B filed on January 3, 2023)
10.3	Amendment No. 3 to Amended and Restated Credit Agreement, dated ~~February 27, 2020,~~as of January 3, 2023, by and among Kimco Realty ~~Corporation, the subsidiaries of~~OP, LLC, Kimco ~~from time to time parties thereto, the several banks, financial institutions and other entities from time to time party thereto~~Realty Corporation, and JPMorgan Chase Bank, N.A., as administrative agent ~~for~~ (incorporated by reference to Exhibit 10.1 to the ~~Lenders thereunder~~Company’s Current Report on Form 8-K12B filed on January 3, 2023)
10.4	Parent Guarantee, dated as of January 1, 2023, by Kimco Realty Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K12B filed on January 3, 2023)
10.5	Amended and Restated Credit Agreement, dated as of February 23, 2023, among Kimco Realty OP, LLC and each of the parties named therein (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on February 24, 2023)
31.1	Certification of the ~~Company’s~~ Chief Executive Officer ~~Conor C. Flynn,~~of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the ~~Company’s~~ Chief Financial Officer ~~Glenn G. Cohen,~~of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3	Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4	Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the ~~Company’s~~ Chief Executive Officer ~~Conor C. Flynn, and~~of Kimco Realty Corporation pursuant to Section 906 of the ~~Company’s~~Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer ~~Glenn G. Cohen,~~of Kimco Realty Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*	Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4*	Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema 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.

3640

~~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



~~July 29, 2022~~April 28, 2023			/s/ Conor C. Flynn
(Date)			Conor C. Flynn
			Chief Executive Officer


~~July 29, 2022~~April 28, 2023			/s/ Glenn G. Cohen
(Date)			Glenn G. Cohen
			Chief Financial Officer

3741

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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



April 28, 2023			/s/ Conor C. Flynn
(Date)			Conor C. Flynn
			Chief Executive Officer


April 28, 2023			/s/ Glenn G. Cohen
(Date)			Glenn G. Cohen
			Chief Financial Officer

	Noncontrolling Ownership Interest	The Company’s Investment
Joint Venture	As of June 30, 2022	June 30, 2022		December 31, 2021
Prudential Investment Program	15.0%	$	153.4	$	163.0
Kimco Income Opportunity Portfolio (“KIR”) (1)	52.1%		271.9		186.0
Canada Pension Plan Investment Board (“CPP”)	55.0%		178.7		165.1
Other Institutional Joint Ventures	Various		268.4		281.8
Other Joint Venture Programs	Various		211.1		211.0
Total*		$	1,083.5	$	1,006.9

Type	Date Paid	Amount Repaid		Interest Rate			Maturity Date
Senior unsecured notes (1)	Mar-22	$	500.0		3.400	%	Nov-22
Senior unsecured notes (2)	May-22 & Jun-22	$	36.1		3.125	%	Jun-23
Senior unsecured notes (3)	Jun-22	$	11.0		3.375	%	Oct-22

	2022
Change in Projected Benefit Obligation:
Benefit obligation at January 1	$	36,995
Interest cost		435
Actuarial gain		(6,028	)
Benefit payments		(1,093	)
Benefit obligation at June 30	$	30,309
Change in Plan Assets:
Fair value of plan assets at January 1	$	43,653
Actual return on plan assets		(1,343	)
Benefit payments		(1,093	)
Fair value of plan assets at June 30	$	41,217
Funded status at June 30 (included in Other assets)	$	10,908
Accumulated benefit obligation	$	30,309
Net gain recognized in other comprehensive income	$	6,476

	Unrealized Gains Related to Defined Benefit Plan
Balance as of January 1, 2022	$	2,216
Other comprehensive income before reclassifications		4,260
Amounts reclassified from AOCI		0
Net current-period other comprehensive income		4,260
Balance as of June 30, 2022	$	6,476

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

Period			Total Number of Depositary Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
April 1, 2022	–	April 30, 2022		-	$	-		-	$	n/a
May 1, 2022	–	May 31, 2022		49,336		23.75		-	$	n/a
June 1, 2022	–	June 30, 2022		5,172		23.82		-	$	n/a
	Total			54,508	$	23.76		-

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
Total				559,887	$	24.15		-