8-K

KIMCO REALTY CORP (KIM)

8-K 2020-11-05 For: 2020-11-05
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

  PURSUANT TO SECTION 13 OR 15\(d\) OF THE

  SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 5, 2020

KIMCO REALTY CORPORATION

(Exact Name of registrant as specified in its charter)

Maryland 1-10899 13-2744380
(State or other jurisdiction<br><br> of incorporation) (Commission File Number) (IRS Employer<br><br> Identification No.)

500 N. Broadway

Suite 201

Jericho, New York 11753

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (516) 869-9000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class Trading<br><br> <br>Symbol(s) Name of each exchange on
which registered
Common Stock, par value $.01 per<br> 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐


Item 2.02.   Results of Operations and Financial Condition.

On November 5, 2020, Kimco Realty Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The information in this Item 2.02 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information in this this Item 2.02 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release, dated November 5, 2020 issued by Kimco Realty Corporation

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 hereunto duly authorized.

KIMCO REALTY CORPORATION
Date: November 5, 2020 By: /s/ Glenn G. Cohen
Name: Glenn G. Cohen
Title: Chief Financial Officer
Exhibit 99.1
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Kimco Realty Announces Third Quarter 2020 Results

– Base Rent Collections Continue to Strengthen with 91% Collected in September –

– Financial Capacity Exceeds $2 Billion with $325 million in Cash –

JERICHO, N.Y.--(BUSINESS WIRE)--November 5, 2020--Kimco Realty Corp. (NYSE: KIM), one of North America’s largest publicly traded owners and operators of open-air, grocery-anchored shopping centers and mixed-use assets, today reported results for the third quarter ended September 30, 2020.

Third Quarter Highlights

  • Collected approximately 89% of base rents for the third quarter highlighted by a 91% collection rate for the month of September. Subsequently collected 90% of October’s rents.
  • Reported pro-rata portfolio occupancy of 94.6%.
  • Recognized 8.2% increase in pro-rata rental-rate spreads on comparable spaces.
  • Commenced the grand opening of the ShopRite grocer at The Boulevard® Signature Series redevelopment project in Staten Island, NY.
  • Ended the quarter with a liquidity position of over $2.3 billion in immediate availability including $325 million in cash.
  • Issued a 2.7% $500 million 10-year Green Bond and a 1.9% $400 million 7.5-year unsecured bond.

“The strength of our third quarter rent collections exemplifies the stability of our well-located, predominately grocery-anchored portfolio that provides essential goods and services to the communities it serves,” stated Conor Flynn, Kimco’s Chief Executive Officer. “Our leasing volume and spreads for renewals and options remain at or above pre-pandemic levels, and we’re encouraged by the growth in our leasing pipeline for new leases, led by grocers and other essential retailers. With our robust liquidity level, minimal upcoming debt maturities and over $500 million in Albertsons common stock owned, our balance sheet serves as a source of strength to successfully navigate these extraordinary times with an overarching focus on creating long-term shareholder value.”

Financial Results

Net (loss)/income available to the company’s common shareholders for the third quarter of 2020 was ($44.7) million, or ($0.10) per diluted share, compared to $59.0 million, or $0.14 per diluted share, for the third quarter of 2019. The year-over-year change was primarily due to:

  • ($76.5) million in a mark-to-market adjustment on 39.8 million common shares of Albertsons Companies, Inc. (NYSE: ACI) held by the company.
  • ($28.3) million from potentially uncollectible receivables, including $4.0 million in abatements.
  • ($8.6) million of one-time non-cash severance charge related to voluntary early retirement and organizational streamlining with the merging of Kimco’s Southern and Mid-Atlantic regions.
  • ($7.5) million in early extinguishment of debt charges related to the redemption of $485 million of Kimco’s 3.20% unsecured bonds due in 2021.
  • $18.6 million associated with an $11.4 million charge for the redemption of preferred stock during the third quarter of 2019 which resulted in $7.2 million less in preferred dividends paid during the third quarter of 2020.

NAREIT Funds From Operations (FFO)* was $106.7 million, or $0.25 per diluted share, for the third quarter 2020 compared to $146.9 million, or $0.35 per diluted share, for the third quarter 2019.

Operating Results

  • Pro-rata portfolio occupancy ended the quarter at 94.6%, compared to 95.6% on a sequential basis and 96.4% year-over-year. The change in occupancy was primarily due to tenant bankruptcies including Modell’s (8 leases), Pier 1 Imports (11 leases), Ascena (14 leases) and GNC (12 leases).
  • Pro-rata anchor occupancy ended the quarter at 97.4%, compared to 98.2% sequentially and 98.7% in the comparable period in 2019.
  • Small shop occupancy ended the quarter at 86.7%, compared to 88.0% sequentially and 89.9% in the comparable period in 2019.
  • Pro-rata rental-rate spreads on comparable spaces during the third quarter of 2020 increased 8.2%, with rental rates for new leases up 5.1% and renewals/options up 8.8%.
  • The company executed a total of 233 leases totaling 1.5 million square feet during the third quarter. Renewals/options, which represented approximately 75% of all leases executed during the third quarter, totaled 174 leases for 1.2 million square feet and compares favorably to the 1.1 million square feet completed during the third quarter of 2019. In addition, of the 174 renewals/options executed in the third quarter of 2020, only eight leases were at a lower spread than the prior lease.
  • Same-property Net Operating Income (NOI)* decreased 9.1% over the third quarter of 2019 due primarily to a charge for potentially uncollectible accounts receivable.

Capital Markets

  • Issued $400 million of 1.90% notes maturing March 2028 and a $500 million, 10-year green bond at a 2.70% coupon.
  • Repaid the remaining $325 million outstanding on the company’s unsecured term loan.
  • Redeemed $485 million of Kimco’s 3.20% bonds due May 2021 resulting in a $7.5 million early extinguishment of debt charge.
  • Ended the quarter with over $2.3 billion of immediate liquidity, including full availability under the company’s $2.0 billion unsecured revolving credit facility, and $325 million in cash. In addition, Kimco maintains over $550 million of Albertson’s common stock, subject to certain lock-up provisions.
*A reconciliation of net (loss)/income available to the company’s common shareholders to NAREIT FFO and same-property NOI is provided in the tables accompanying this press release.

COVID-19 Update

  • At the end of October, all of Kimco’s shopping centers remain open and operational with approximately 98% of tenants, based on annualized base rent (ABR), currently open, including those that are operating on a limited basis
  • Kimco has collected approximately 89% of the total pro-rata base rents billed for the third quarter of 2020 including 91% for the month of September. Subsequently, rent collections for October were approximately 90%.
  • The company granted rent deferrals approximating 5% of pro-rata minimum base rent for the third quarter of 2020. The company continues to negotiate with tenants the payment of rents not yet collected or deferred.
  • Kimco’s Board of Directors continues to assess the company’s taxable income required to be distributed in order to maintain REIT compliance and expects to declare and pay a dividend on common shares prior to year-end 2020.

Conference Call and Supplemental Materials

Kimco will hold its quarterly conference call on Thursday, November 5, 2020, at 8:30 a.m. Eastern Standard Time (EST). The call will include a review of the company’s third quarter results as well as a discussion of the company’s strategy and expectations for the future. To participate, dial 1-888-317-6003 (Passcode: 9517032).

A replay will be available through February 5, 2021, by dialing 1-877-344-7529 (Passcode: 10147466). Access to the live call and replay will be available through the company's website at investors.kimcorealty.com.

About Kimco

Kimco Realty Corp. (NYSE:KIM) is a real estate investment trust (REIT) headquartered in Jericho, N.Y. that is one of North America’s largest publicly traded owners and operators of open-air, grocery-anchored shopping centers and mixed-use assets. As of September 30, 2020, the company owned interests in 400 U.S. shopping centers and mixed-use assets comprising 70 million square feet of gross leasable space primarily concentrated in the top major metropolitan markets. Publicly traded on the NYSE since 1991, and included in the S&P 500 Index, the company has specialized in shopping center acquisitions, development and management for more than 60 years. For further information, please visit www.kimcorealty.com, the company’s blog at blog.kimcorealty.com, or follow Kimco on Twitter at www.twitter.com/kimcorealty.

The company announces material information to its investors using the company’s investor relations website (investors.kimcorealty.com), SEC filings, press releases, public conference calls, and webcasts. The company also uses social media to communicate with its investors and the public, and the information the company posts on social media may be deemed material information. Therefore, the company encourages investors, the media, and others interested in the company to review the information that it posts on the company’s blog (blog.kimcorealty.com) and social media channels, including Facebook (www.facebook.com/KimcoRealty), Twitter (www.twitter.com/kimcorealty), YouTube (www.youtube.com/kimcorealty) and LinkedIn (www.linkedin.com/company/kimco-realty-corporation). The list of social media channels that the company uses may be updated on its investor relations website from time to time.


Safe Harbor Statement

The statements in this news release state the company’s and management’s intentions, beliefs, expectations or projections of the future and are forward-looking statements. It is important to note that the company’s actual results could differ materially from those projected in such forward-looking statements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the company, (iv) the company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations and management’s ability to estimate the impact of such changes, (vi) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (vii) pandemics or other health crises, such as coronavirus disease 2019 (COVID-19), (viii) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, (ix) valuation and risks related to the company’s joint venture and preferred equity investments, (x) valuation of marketable securities and other investments, (xi) increases in operating costs, (xii) changes in the dividend policy for the company’s common and preferred stock and the company’s ability to pay dividends, (xiii) the reduction in the company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center, (xiv) impairment charges and (xv) unanticipated changes in the company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity. Additional information concerning factors that could cause actual results to differ materially from those forward- looking statements is contained from time to time in the company’s Securities and Exchange Commission (“SEC”) filings. Copies of each filing may be obtained from the company or the SEC.

The company refers you to the documents filed by the company from time to time with the SEC, specifically the section titled “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2019, as may be updated or supplemented in the company’s Quarterly Reports on Form 10-Q and the company’s other filings with the SEC, which discuss these and other factors that could adversely affect the company’s results. The company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.


Condensed Consolidated Balance Sheets
(in thousands, except share information)
(unaudited)
December 31, 2019
Assets:
Real estate, net of accumulated depreciation and amortization
of 2,662,212 and 2,500,053, respectively 9,373,537 $ 9,209,053
Real estate under development 5,672 220,170
Investments in and advances to real estate joint ventures 589,672 578,118
Other real estate investments 120,148 194,400
Cash and cash equivalents 324,977 123,947
Marketable securities 556,791 9,353
Accounts and notes receivable, net 239,864 218,689
Operating lease right-of-use assets, net 94,807 99,125
Other assets 218,724 345,012
Total assets 11,524,192 $ 10,997,867
Liabilities:
Notes payable, net 5,042,737 $ 4,831,759
Mortgages and construction loan payable, net 314,641 484,008
Dividends payable 5,366 126,274
Operating lease liabilities 88,893 92,711
Other liabilities 517,185 516,265
Total liabilities 5,968,822 6,051,017
Redeemable noncontrolling interests 17,943 17,943
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 432,501,817 and 431,814,951 shares, respectively 4,325 4,318
Paid-in capital 5,759,104 5,765,233
Cumulative distributions in excess of net income (288,491 ) (904,679 )
Total stockholders' equity 5,474,958 4,864,892
Noncontrolling interests 62,469 64,015
Total equity 5,537,427 4,928,907
Total liabilities and equity 11,524,192 $ 10,997,867

All values are in US Dollars.


Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Revenues
Revenues from rental properties, net $ 256,607 $ 279,181 $ 778,572 $ 850,525
Management and other fee income 3,185 3,690 9,880 12,229
Total revenues 259,792 282,871 788,452 862,754
Operating expenses
Rent (2,767 ) (2,836 ) (8,429 ) (8,452 )
Real estate taxes (40,403 ) (37,519 ) (118,733 ) (113,871 )
Operating and maintenance (42,844 ) (39,758 ) (124,192 ) (123,871 )
General and administrative (28,795 ) (23,832 ) (72,316 ) (72,296 )
Impairment charges (397 ) (19,609 ) (3,509 ) (41,235 )
Depreciation and amortization (71,704 ) (68,874 ) (214,660 ) (209,440 )
Total operating expenses (186,910 ) (192,428 ) (541,839 ) (569,165 )
Gain on sale of properties - 9,025 5,697 47,382
Operating income 72,882 99,468 252,310 340,971
Other income/(expense)
Other (expense)/income, net (900 ) 4,526 393 7,512
(Loss)/gain on marketable securities, net (76,931 ) (199 ) 444,646 1,375
Gain on sale of cost method investment - - 190,832 -
Interest expense (46,942 ) (43,146 ) (141,017 ) (131,638 )
Early extinguishment of debt charges (7,538 ) - (7,538 ) -
(Loss)/income before income taxes, net, equity in income of
joint ventures, net, and equity in income from other real estate
investments, net (59,429 ) 60,649 739,626 218,220
(Provision)/benefit for income taxes, net (388 ) 3,866 (482 ) 3,580
Equity in income of joint ventures, net 11,233 17,673 35,039 58,960
Equity in income of other real estate investments, net 11,155 3,265 26,895 22,758
Net (loss)/income (37,429 ) 85,453 801,078 303,518
Net income attributable to noncontrolling interests (965 ) (1,463 ) (1,479 ) (2,332 )
Net (loss)/income attributable to the Company (38,394 ) 83,990 799,599 301,186
Preferred stock redemption charges - (11,369 ) - (11,369 )
Preferred dividends (6,354 ) (13,573 ) (19,062 ) (42,641 )
Net (loss)/income available to the Company's common shareholders $ (44,748 ) $ 59,048 $ 780,537 $ 247,176
Per common share:
Net (loss)/income available to the Company: (2)
Basic $ (0.10 ) $ 0.14 $ 1.80 $ 0.58
Diluted $ (0.10 ) $ 0.14 $ 1.80 (1) $ 0.58 (1)
Weighted average shares:
Basic 429,994 419,823 429,899 419,663
Diluted 429,994 421,002 431,602 420,986
(1) Reflects the potential impact if certain units were converted to common stock at the beginning of the period. The impact of the conversion would have an anti-dilutive<br> effect on net income and therefore have not been included. Adjusted for distributions on convertible units of $119 and $20 for the nine months ended September 30, 2020 and 2019, respectively.
--- ---
(2) Adjusted for earnings attributable from participating securities of ($251) and ($654) for the three months ended September 30, 2020 and 2019, and ($5,259) and ($1,938)<br> for the nine months ended September 30, 2020 and 2019, respectively.

Reconciliation of Net (Loss)/Income Available to the Company's Common Shareholders to
FFO Available to the Company's Common Shareholders
(in thousands, except per share data)
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net (loss)/income available to the Company's common shareholders $ (44,748 ) $ 59,048 $ 780,537 $ 247,176
Gain on sale of properties - (9,025 ) (5,697 ) (47,382 )
Gain on sale of joint venture properties - (1,988 ) (18 ) (15,174 )
Depreciation and amortization - real estate related 71,015 68,250 212,018 208,233
Depr. and amort. - real estate jvs 9,932 9,768 30,673 30,044
Impairment charges (including real estate jvs) 775 19,786 4,354 44,441
Gain on sale of cost method investment - - (190,832 ) -
Profit participation from other real estate investments, net (8,406 ) 1,196 (15,875 ) (8,588 )
Loss/(gain) on marketable securities, net 76,931 199 (444,646 ) (1,375 )
Provision for income taxes (1) 1,500 - 1,501 -
Noncontrolling interests (1) (310 ) (309 ) (1,373 ) (890 )
Funds available to the Company's common shareholders $ 106,689 $ 146,925 $ 370,642 $ 456,485
Weighted average shares outstanding for FFO calculations:
Basic 429,994 419,823 429,899 419,663
Units 658 833 639 839
Dilutive effect of equity awards 1,192 1,120 1,496 1,273
Diluted (2) 431,844 421,776 432,034 421,774
FFO per common share - basic $ 0.25 $ 0.35 $ 0.86 $ 1.09
FFO per common share - diluted (2) $ 0.25 $ 0.35 $ 0.86 $ 1.08
(1) Related to gains, impairments and depreciation on properties, where applicable.
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(2) Reflects the potential impact if certain units were converted to common stock at the beginning of the period. Funds from operations would be increased by $57 and $213 for the three months<br> ended September 30, 2020 and 2019, respectively. Funds from operations would be increased by $218 and $670 for the nine months ended September 30, 2020 and 2019, respectively.

Reconciliation of Net (Loss)/Income Available to the Company's Common Shareholders
to Same Property NOI
(in thousands)
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net (loss)/income available to the Company's common shareholders $ (44,748 ) $ 59,048 $ 780,537 $ 247,176
Adjustments:
Management and other fee income (3,185 ) (3,690 ) (9,880 ) (12,229 )
General and administrative 28,795 23,832 72,316 72,296
Impairment charges 397 19,609 3,509 41,235
Depreciation and amortization 71,704 68,874 214,660 209,440
Gain on sale of properties - (9,025 ) (5,697 ) (47,382 )
Interest and other expense, net 55,380 38,620 148,162 124,126
Loss/(gain) on marketable securities, net 76,931 199 (444,646 ) (1,375 )
Gain on sale of cost method investment - - (190,832 ) -
Provision/(benefit) for income taxes, net 388 (3,866 ) 482 (3,580 )
Equity in income of other real estate investments, net (11,155 ) (3,265 ) (26,895 ) (22,758 )
Net income attributable to noncontrolling interests 965 1,463 1,479 2,332
Preferred stock redemption charges - 11,369 - 11,369
Preferred dividends 6,354 13,573 19,062 42,641
Non same property net operating income (3,890 ) (17,485 ) (22,497 ) (65,440 )
Non-operational expense from joint ventures, net 16,494 14,611 52,272 39,529
Same Property NOI $ 194,430 $ 213,867 $ 592,032 $ 637,380
Certain reclassifications of prior year amounts have been made to conform with the current year presentation.

Contacts

David F. Bujnicki

          Senior Vice President, Investor Relations and Strategy 

          Kimco Realty Corporation 

          1-866-831-4297 

          dbujnicki@kimcorealty.com