Forward-Looking Statements

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by the Company contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "believe," "expect," "intend," "commit," "anticipate," "estimate," "project," "will," "target," "plan", "forecast" or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company's control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iv) the reduction in the Company's income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, (v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, (vii) the Company's ability to raise capital by selling its assets, (viii) disruptions and increases in operating costs due to inflation and supply chain issues, (ix) risks associated with the development of mixed-use commercial properties, including risks associated with the development, and ownership of non-retail real estate, (x) changes in governmental laws and regulations, including, but not limited to changes in data privacy, environmental (including climate change), safety and health laws, and management's ability to estimate the impact of such changes, (xi) valuation and risks related to the Company's joint venture and preferred equity investments and other investments, (xii) valuation of marketable securities and other investments, including the shares of Albertsons Companies, Inc. common stock held by the Company, (xiii) impairment charges, (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"), (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, (xix) the level and volatility of interest rates and management's ability to estimate the impact thereof, (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, (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 (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 December 31, 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 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, a Maryland corporation, is North America's largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and a growing portfolio of mixed-use assets. The terms "Kimco," the "Company," "we," "our" and "us" each refers to Kimco Realty Corporation and our subsidiaries, unless the context indicates otherwise. The Company's mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

The Company is a self-administered real estate investment trust ("REIT") and has owned and operated open-air shopping centers for over 60 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of March 31, 2023, the Company had interests in 529 U.S. shopping center properties, aggregating 90.2 million square feet of gross leasable area ("GLA"), located in 28 states. In addition, the Company had 22 other property interests, primarily through the Company's preferred equity investments and other investments, totaling 5.7 million square feet of GLA. The Company's ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company's investment real estate management programs, where the Company partners with institutional investors and also retains management.





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The Company's primary business objective is to be the premier owner and operator of open-air, grocery-anchored shopping centers, and a growing portfolio of mixed-use assets, in the U.S. The Company believes it can achieve this objective by:



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


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


  ? improving debt metrics and upgraded unsecured debt ratings


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


  ? increasing the number of entitlements for residential use.




Economic Conditions



The economy continues to face several issues including inflation risk, bank failures and liquidity restraints, the lack of qualified employees, tenant bankruptcies and supply chain issues, 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 economic, financial, and social conditions and will assess its asset portfolio for any impairment indicators. If the Company determines that any of its assets are impaired, the Company would be required to take impairment charges, and such amounts could be material.





Effects of Inflation


Many of the Company's long-term leases contain provisions designed to help mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined thresholds, which generally increase as prices rise, and/or as a result of escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices. In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. To assist in partially mitigating the Company's exposure to increases in costs and operating expenses, including common area maintenance costs, real estate taxes and insurance, resulting from inflation the Company's leases include provisions that either (i) require the tenant to pay an allocable share of these operating expenses or (ii) contain fixed contractual amounts, which include escalation clauses, to reimburse these operating expenses.





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Results of Operations


Comparison of the three months ended March 31, 2023 and 2022

The following table presents the comparative results from the Company's Condensed Consolidated Statements of Income for the three months ended March 31, 2023, as compared to the corresponding period in 2022 (in thousands, except per share data):





                                                    Three Months Ended March 31,
                                                2023            2022           Change
Revenues

Revenues from rental properties, net $ 438,338 $ 422,654 $ 27,084 Management and other fee income

                    4,554           4,595             (41 )
Operating expenses
Rent (1)                                          (4,013 )        (4,081 )            68
Real estate taxes                                (57,506 )       (54,314 )        (3,192 )
Operating and maintenance (2)                    (75,242 )       (69,225 )        (6,017 )
General and administrative (3)                   (34,749 )       (29,948 )        (4,801 )
Impairment charges                               (11,806 )          (272 )       (11,534 )
Depreciation and amortization                   (126,301 )      (130,294 )         3,993
Gain on sale of properties                        39,206           4,193          35,013
Other income/(expense)
Special dividend income                          194,116               -         194,116
Other income, net                                  3,132           5,983          (2,851 )

(Loss)/gain on marketable securities, net (10,144 ) 121,764 (131,908 ) Interest expense

                                 (61,306 )       (57,019 )        (4,287 )
Early extinguishment of debt charges                   -          (7,173 )         7,173
(Provision)/benefit for income taxes, net        (30,829 )           153         (30,982 )
Equity in income of joint ventures, net           24,204          23,570             634
Equity in income of other investments, net         2,122           5,373          (3,251 )
Net (income)/loss attributable to
noncontrolling interests                          (4,013 )         1,343          (5,356 )
Preferred dividends, net                          (6,251 )        (6,354 )           103
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                     $      0.46     $      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 income available to the Company's common shareholders was $283.5 million for the three months ended March 31, 2023, as compared to $230.9 million for the comparable period in 2022. On a diluted per common share basis, net income available to the Company's common shareholders for the three months ended March 31, 2023 was $0.46 as compared to $0.37 for the comparable period in 2022.

The following describes the changes of certain line items included on the Company's Condensed Consolidated Statements of Income that the Company believes changed significantly and affected Net income available to the Company's common shareholders during the three months ended March 31, 2023, as compared to the corresponding period in 2022.

Revenues from rental properties, net -

The increase in Revenues from rental properties, net of $15.7 million for the three months ended March 31, 2023, as compared to the corresponding period in 2022, is primarily from (i) a net increase in revenues from tenants of $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 lease termination fee income of $1.3 million, partially offset by (iv) a net decrease of $7.0 million due to changes in credit losses from tenants, (v) a decrease in revenues of $6.2 million due to dispositions during 2023 and 2022 and (vi) a decrease in net straight-line rental income of $0.3 million, primarily due to changes in reserves.





Real estate taxes -



The increase in Real estate taxes of $3.2 million for the three months ended March 31, 2023, as compared to the corresponding period in 2022, is primarily due to properties acquired during 2023 and 2022, partially offset by dispositions during 2023 and 2022.





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Operating and maintenance -


The increase in Operating and maintenance expense of $6.0 million for the months ended March 31, 2023, as compared to the corresponding period in 2022, is primarily due to (i) properties acquired during 2023 and 2022 and (ii) increases in repairs and maintenance, utilities and other operating costs throughout the Company's operating properties, partially offset by (iii) dispositions during 2023 and 2022.





General and administrative -



The increase in General and administrative expense of $4.8 million for the three months ended March 31, 2023, as compared to the corresponding period in 2022, is primarily due to (i) an increase in employee-related expenses of $2.8 million resulting from additional employees hired and (ii) an increase in professional fees and corporate expenses of $2.0 million, primarily related to the Reorganization.





Impairment charges -



During the three months ended March 31, 2023 and 2022, the Company recognized impairment charges related to adjustments to property carrying values of $11.8 million and $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.

Depreciation and amortization -

The decrease in Depreciation and amortization of $4.0 million for the three months ended March 31, 2023, as compared to the corresponding period in 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 $6.0 million resulting from properties acquired during 2023 and 2022.

Gain on sale of properties -

During the three months ended March 31, 2023, the Company disposed of three operating properties and three land parcels, in separate transactions, for an aggregate sales price of $117.6 million, which resulted in aggregate gains of $39.2 million. During the three months ended March 31, 2022, the Company disposed of four land parcels, in separate transactions, for an aggregate sales price of $8.7 million, which resulted in aggregate gains of $4.2 million.





Special dividend income -


During the three months ended March 31, 2023, the Company received $194.1 million representing its share of the ACI special dividend payment.

(Loss)/gain on marketable securities, net -

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





Interest expense -


The increase in Interest expense of $4.3 million for the three months ended March 31, 2023, as compared to the corresponding period in 2022, is primarily due to a decrease in fair market value amortization due to the repayment of senior unsecured notes in 2022.

Early extinguishment of debt charges -

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





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(Provision)/benefit for income taxes, net -

The change in (Provision)/benefit for income taxes, net of $31.0 million for the three months ended 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 other investments, net -

The decrease in Equity in income of other investments, net of $3.3 million for the three months ended March 31, 2023, as compared to the corresponding period in 2022, is primarily due to the sale of properties within the Company's Preferred Equity Program during 2022.

Net (income)/loss attributable to noncontrolling interests -

The change in Net (income)/loss attributable to noncontrolling interests of $5.4 million for the three months ended March 31, 2023, as compared to the corresponding period in 2022, is primarily due to an increase in net gain on sale of properties within consolidated joint ventures during 2023, as compared to the corresponding period in 2022.





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 March 31, 2023, the Company had interests in 529 U.S. shopping center properties, aggregating 90.2 million square feet of gross leasable area ("GLA"), located in 28 states. At 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%, 2.1%, 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 an unsecured revolving credit facility (the "Credit Facility") with bank commitments of $2.0 billion, which can be increased to $2.75 billion through an accordion feature.

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

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