kim20210331_10q.htm

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 March 31, 2021

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

For the transition period from to

Commission File Number: 1-10899

Kimco Realty Corporation

(Exact name of registrant as specified in its charter)

Maryland		13-2744380
(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:

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

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. 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). 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 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 21, 2021, the registrant had 433,459,202 shares of common stock outstanding.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	3

Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2021 and 2020	4

Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2021 and 2020	5

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	6

Notes to Condensed Consolidated Financial Statements.	7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	16

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	26

Item 4. Controls and Procedures.	26

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.	27

Item 1A. Risk Factors.	27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	31

Item 3. Defaults Upon Senior Securities.	31

Item 4. Mine Safety Disclosures.	31

Item 5. Other Information.	31

Item 6. Exhibits.	31

Signatures	32

Table of Contents

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share information)

	March 31, 2021			December 31, 2020
Assets:
Real estate, net of accumulated depreciation and amortization of $2,727,002 and $2,717,114, respectively	$	9,410,039		$	9,346,041
Real estate under development		5,672			5,672
Investments in and advances to real estate joint ventures		592,791			590,694
Other real estate investments		117,437			117,140
Cash and cash equivalents		253,852			293,188
Marketable securities		767,989			706,954
Accounts and notes receivable, net		200,655			219,248
Operating lease right-of-use assets, net		101,433			102,369
Other assets		249,835			233,192
Total assets (1)	$	11,699,703		$	11,614,498

Liabilities:
Notes payable, net	$	5,045,868		$	5,044,208
Mortgages payable, net		295,613			311,272
Dividends payable		5,366			5,366
Operating lease liabilities		95,833			96,619
Other liabilities		510,704			470,995
Total liabilities (2)		5,953,384			5,928,460
Redeemable noncontrolling interests		17,852			15,784

Commitments and Contingencies

Stockholders' equity:
Preferred stock, $1.00 par value, authorized 7,054,000 shares; Issued and outstanding (in series) 19,580 shares; Aggregate liquidation preference $489,500		20			20
Common stock, $.01 par value, authorized 750,000,000 shares; Issued and outstanding 433,448,386 and 432,518,743 shares, respectively		4,334			4,325
Paid-in capital		5,763,868			5,766,511
Cumulative distributions in excess of net income		(104,909	)		(162,812	)
Total stockholders' equity		5,663,313			5,608,044
Noncontrolling interests		65,154			62,210
Total equity		5,728,467			5,670,254
Total liabilities and equity	$	11,699,703		$	11,614,498

(1)	Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2021 and December 31, 2020 of $101,947 and $102,482, respectively. See Footnote 11 of the Notes to Condensed Consolidated Financial Statements.
(2)	Includes non-recourse liabilities of consolidated VIEs at March 31, 2021 and December 31, 2020 of $96,660 and $62,076, respectively. See Footnote 11 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 INCOME

(Unaudited)

(in thousands, except per share data)

	Three Months Ended March 31,
	2021			2020

Revenues
Revenues from rental properties, net	$	278,871		$	286,004
Management and other fee income		3,437			3,740
Total revenues		282,308			289,744

Operating expenses
Rent		(3,035	)		(2,835	)
Real estate taxes		(38,936	)		(39,652	)
Operating and maintenance		(46,520	)		(42,408	)
General and administrative		(24,478	)		(21,017	)
Impairment charges		-			(2,974	)
Depreciation and amortization		(74,876	)		(69,397	)
Total operating expenses		(187,845	)		(178,283	)

Gain on sale of properties		10,005			3,847

Operating income		104,468			115,308

Other income/(expense)
Other income, net		3,357			1,245
Gain/(loss) on marketable securities, net		61,085			(4,667	)
Interest expense		(47,716	)		(46,060	)
Income before income taxes, net, equity in income of joint ventures, net, and equity in income from other real estate investments, net		121,194			65,826

Provision for income taxes, net		(1,308	)		(43	)
Equity in income of joint ventures, net		17,752			13,648
Equity in income of other real estate investments, net		3,787			10,958

Net income		141,425			90,389

Net income attributable to noncontrolling interests		(3,483	)		(289	)

Net income attributable to the Company		137,942			90,100

Preferred dividends		(6,354	)		(6,354	)

Net income available to the Company's common shareholders	$	131,588		$	83,746

Per common share:
Net income available to the Company's common shareholders:
-Basic	$	0.30		$	0.19
-Diluted	$	0.30		$	0.19

Weighted average shares:
-Basic		430,524			429,735
-Diluted		432,264			430,505

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 March 31, 2021 and 2020

(Unaudited)

(in thousands)

	Cumulative Distributions in Excess			Preferred Stock				Common Stock						Paid-in			Total Stockholders'			Noncontrolling			Total
	of Net Income			Issued		Amount		Issued			Amount			Capital			Equity			Interests			Equity
Balance at January 1, 2020	$	(904,679	)		20	$	20		431,815		$	4,318		$	5,765,233		$	4,864,892		$	64,015		$	4,928,907
Net income		90,100			-		-		-			-			-			90,100			289			90,389
Redeemable noncontrolling interests income		-			-		-		-			-			-			-			(262	)		(262	)
Dividends declared to common and preferred shares		(127,452	)		-		-		-			-			-			(127,452	)		-			(127,452	)
Distributions to noncontrolling interests		-			-		-		-			-			-			-			(555	)		(555	)
Issuance of common stock		-			-		-		921			9			(9	)		-			-			-
Surrender of restricted common stock		-			-		-		(274	)		(3	)		(5,156	)		(5,159	)		-			(5,159	)
Exercise of common stock options		-			-		-		63			1			980			981			-			981
Amortization of equity awards		-			-		-		-			-			5,729			5,729			-			5,729
Acquisition of noncontrolling interests		-			-		-		-			-			(19,500	)		(19,500	)		(609	)		(20,109	)
Balance at March 31, 2020	$	(942,031	)		20	$	20		432,525		$	4,325		$	5,747,277		$	4,809,591		$	62,878		$	4,872,469

Balance at January 1, 2021	$	(162,812	)		20	$	20		432,519		$

SEC Form 10-Q filed by Kimco Realty Corporation