Kimco Realty (KIM) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A31 rewritten71 added19 removed293 unchanged
All filing items1,260 rewritten932 added791 removed1,725 unchanged
Sentence counts leave out repeated page headers and footers. 1 of those line differs and is listed apart under each item.
Summary
counted, not written
- Item 1A lists 32 risk factor headings: 3 new, 1 reworded and 28 unchanged since FY2019. 2 headings from FY2019 no longer appear.
- Sentence by sentence, 932 added, 791 removed, 1,260 rewritten and 1,725 unchanged across 14 items that differ.
- Not counted above: 1 repeated page header or footer line also differs. It is listed apart under each item.
New Item 1A headings (3)
- We may not be able to recover our investments in marketable securities, mortgage receivables or other investments, which may result in significant losses to us.
- The Company’s business, financial condition, results of operations or stock price has and may continue to be adversely impacted by the COVID-19 pandemic and such impact could be material.
- Financial disruption or a prolonged economic downturn could materially and adversely affect the Company’s business.
Removed Item 1A headings (2)
- Unsuccessful real estate under development activities or a slowdown in real estate under development activities could have a direct impact on our growth, results of operations and cash flows.
- We may not be able to recover our investments in cost method investments, which may result in significant losses to us.
Reworded Item 1A headings (1)
- Corporate responsibility, specifically related to
[removed: environmental, social and governance factors (“ESG”),][added: ESG factors,] may impose additional costs and expose us to new risks.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged | Page headers and footers changed |
|---|---|---|---|---|---|
| Item 1A. Risk Factors | 71 | 19 | 31 | 293 | 0 |
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | 155 | 94 | 221 | 287 | 0 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 2 | 8 | 5 | 10 | 0 |
| Item 1. Business | 76 | 34 | 33 | 65 | 0 |
| Item 3. Legal Proceedings | 0 | 0 | 1 | 0 | 0 |
| Cover and table of contents | 4 | 4 | 34 | 79 | 1 |
| Item 1B. Unresolved Staff Comments | 0 | 0 | 0 | 1 | 0 |
| Item 2. Properties | 11 | 12 | 21 | 23 | 0 |
| Item 4. Mine Safety Disclosures | 0 | 0 | 0 | 2 | 0 |
| Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 14 | 14 | 24 | 16 | 0 |
| Item 6. Selected Financial Data | 3 | 6 | 27 | 15 | 0 |
| Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 0 | 0 | 0 | 1 | 0 |
| Item 9A. Controls and Procedures | 0 | 0 | 4 | 6 | 0 |
| Item 9B. Other Information | 0 | 0 | 0 | 2 | 0 |
| Item 10. Directors, Executive Officers and Corporate Governance | 0 | 0 | 1 | 3 | 0 |
| Item 11. Executive Compensation | 0 | 0 | 0 | 1 | 0 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 0 | 0 | 0 | 1 | 0 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 0 | 0 | 0 | 1 | 0 |
| Item 14. Principal Accountant Fees and Services | 0 | 0 | 0 | 2 | 0 |
| Item 15. Exhibits and Financial Statement Schedules | 0 | 1 | 11 | 19 | 0 |
| Item 16. Form 10-K Summary | 14 | 5 | 32 | 58 | 0 |
| Item 8. , ITEM 15 (a) (1) and (2) | 582 | 594 | 815 | 840 | 0 |
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
31 rewritten, 71 added, 19 removed, 293 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
| | ● | acts of terrorism and [removed: war,] [added: war and] acts of [removed: God and] [added: God, including] physical and weather-related damage to our properties; |
| | ● | [removed: success depends largely on] the continued service and availability of key personnel; and |
[removed: New regional malls, open-air] [added: Open-air] lifestyle centers or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at or prior to renewal.
Our expenses may remain constant or increase, even if income from [removed: our Combined] [added: our Combined] Shopping [removed: Center Portfolio] [added: Center Portfolio] decreases, which could adversely affect our financial condition, [removed: results of operations and] [added: results of operations and] cash flows.
Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on terms favorable to us within a [removed: timeframe] [added: time frame] that we would need.
[removed: The foregoing risks] [added: Such events] could [removed: hinder our growth] [added: severely disrupt their operations] and have [removed: an] [added: a material] adverse effect on our [added: business,] financial [removed: condition,] [added: condition and] results of [removed: operations and cash flows.][added: operations.]
Because we have less experience with residential, office and hotel properties than with retail properties, we expect to retain [removed: third parties] [added: third-parties] to manage our residential and other non-retail components as deemed warranted.
We have invested in some properties as a co-venturer or [added: a] partner, instead of owning directly.
We may not be able to recover our [removed: investments in cost method investments,] [added: investments in marketable securities, mortgage receivables or other investments,] which may result in significant losses to us.
The economic performance and value of our [removed: cost method] [added: other] investments, which we do not control and are in retail operations, are subject to risks associated with owning and operating retail businesses, including:
A decline in the value of our [removed: cost method] [added: other] investments may require us to recognize an other-than-temporary impairment (“OTTI”) against such assets.
When an OTTI is recognized through earnings, a new cost basis is established for the [removed: asset] [added: asset,] and the new cost basis may not be adjusted through earnings for subsequent recoveries in fair value.
We have substantially completed our efforts to exit our investments in [removed: Mexico and have completely] [added: Mexico and have completely] exited Chile, Brazil, [removed: Peru and] [added: Peru and] Canada, however, we cannot predict the impact of laws and regulations affecting these international operations, including the United States Foreign Corrupt Practices Act, or the potential that we may face regulatory sanctions.
We may face cyber incidents and security breaches through malware, computer viruses, [added: ransomware,] attachments to e-mails, persons inside our organization or persons with access to systems inside our organization and other significant disruptions of our IT networks and related systems.
While we maintain some of our own critical information technology systems, we also depend on [removed: third parties] [added: third-parties] to provide important information technology services relating to several key business functions, such as payroll, human resources, electronic communications and certain finance functions.
Our measures to prevent, detect and mitigate these threats, including password protection, firewalls, backup servers, threat [removed: monitoring and] [added: monitoring, log aggregation, vulnerability scanning, data encryption,] periodic penetration [removed: testing,] [added: testing and multifactor authentication,] may not be successful in preventing a data breach or limiting the effects of a breach.
Our financial results may be negatively impacted by such an incident or [added: any] resulting negative media attention.
Corporate responsibility, specifically related [removed: to environmental, social and governance factors (“ESG”),] [added: to ESG factors,] may impose additional costs and expose us to new risks.
Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed scores and ratings to evaluate companies and investment funds based upon [removed: environmental, social and governance (“ESG”)] [added: ESG] or “sustainability” metrics.
We may be unable to obtain financing through the debt and [removed: equity markets,] [added: equity markets,] which would have a material adverse effect on our growth strategy, [removed: our financial] [added: our financial] condition and [removed: our results] [added: our results] of operations.
Our [removed: revolving credit facility] [added: Credit Facility] and the indentures under which our senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur debt, make dividend payments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions.
In addition, failure to meet any of the financial covenants could cause an event of default under our [removed: revolving credit facility] [added: Credit Facility] and the indentures and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.
Our charter and [removed: bylaws and] [added: bylaws and] Maryland law contain provisions that may delay, defer or prevent a change of control transaction, even if such a change in control may be [removed: in our best interest,] [added: in our best interest,] and as a result may depress the market price of our securities.
[removed: -] [added: | | ● |] discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or [added: |]
[removed: -] [added: | | ● |] result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares. [added: |]
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the [removed: IRS] [added: U.S. Internal Revenue Service (the "IRS")] and U.S. Department of the Treasury.
Furthermore, we own a direct or indirect interest in certain subsidiary REITs which [added: have] elected to be taxed as REITs for U.S. federal income tax purposes under the Code.
If we [added: were to] lose our REIT status, we [removed: will] [added: would] face serious tax consequences that [removed: will] [added: would] substantially reduce the funds available to pay dividends to stockholders for each of the years involved because:
Our failure to qualify as a REIT or new legislation or changes in U.S. federal income tax laws [removed: (including interpretations and regulations with respect to the Tax Cuts and Jobs Act), and] [added: including] with respect to qualification as a REIT or the tax consequences of such qualification, could also impair our ability to expand our business or raise capital and have a materially adverse effect on the value of our securities.
To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our [removed: net] [added: REIT] taxable income each year, excluding net capital gains, and we will be subject to regular [added: U.S. federal] corporate income taxes on the amount we distribute that is less than 100% of our net taxable income each year, including capital gains.
[removed: Under the 2017 Tax Legislation,] U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning [removed: after December 31, 2017 and] before January 1, 2026.
| | ● | market disruptions due to global pandemics; |
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Footnote 9 to the Notes to the Company’s Consolidated Financial Statements included in this Form 10-K for additional discussion regarding the shares held by the Company of Albertsons Companies, Inc. (“ACI”).
Our investments in marketable securities are subject to specific risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer, which may result in significant losses to us.
Marketable securities are generally unsecured and may also be subordinated to other obligations of the issuer.
As a result, investments in marketable securities are subject to risks of:
| | ● | limited liquidity in the secondary trading market; |
| | ● | substantial market price volatility, resulting from changes in prevailing interest rates; |
| | ● | subordination to the prior claims of banks and other senior lenders to the issuer; |
| | ● | the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations; and |
| | ● | the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. |
These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make distribution payments.
Our investments in mortgage receivables are subject to specific risks relating to the borrower and the underlying property.
In the event of a default by a borrower, it may be necessary for us to foreclose our mortgage or engage in costly negotiations.
Delays in liquidating defaulted mortgage loans and repossessing and selling the underlying properties could reduce our investment returns.
Furthermore, in the event of default, the actual value of the property securing the mortgage may decrease.
A decline in real estate values will adversely affect the value of our loans and the value of the mortgages securing our loans.
Our mortgage receivables may be or become subordinated to mechanics' or materialmen's liens or property tax liens.
In these instances, we may need to protect a particular investment by making payments to maintain the current status of a prior lien or discharge it entirely.
Where that occurs, the total amount we recover may be less than our total investment, resulting in a loss.
In the event of a major loan default or several loan defaults resulting in losses, our investments in mortgage receivables would be materially and adversely affected.
As a result of the COVID-19 pandemic, employees working remotely has amplified certain risks to our business.
The number of points of potential cyberattack, such as laptops and mobile devices have increased and any failure to effectively manage these risks, including to timely identify and appropriately respond to any cyberattacks or other disruption to our technology infrastructure, may adversely affect our business.
Cyber criminals are targeting their attacks on individual employees, utilizing interest in pandemic related information to increase business email compromise scams designed to trick victims into transferring sensitive data or funds, or steal credentials that compromise information systems which extend to multiple platforms throughout the Company.
We could be required to expend significant capital and other resources to address any data security incident or breach, which may not be covered or fully covered by our insurance and which may involve payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement, or other services.
| | ● | subject us to regulatory enforcement; |
The Company’s business, financial condition, results of operations or stock price has and may continue to be adversely impacted by the COVID-19 pandemic and such impact could be material.
In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the WHO.
The COVID-19 pandemic has resulted in a widespread health crisis that has had a significant adverse effect on businesses, economies and financial markets worldwide, and has caused significant volatility in U.S. and international debt and equity markets.
There is significant uncertainty around the extent and duration of business disruptions related to COVID-19, as well as its long-term impact on the U.S. economy.
Our business and the businesses of our tenants have been adversely affected by the COVID-19 pandemic and actions taken to contain or prevent its spread.
A substantial number of tenants have temporarily or permanently closed their businesses, have shortened their operating hours or offered reduced services.
As a result, the Company has also had a substantial number of tenants that have made late or partial rent payments, requested a deferral of rent payments, forgiveness of rent payments or defaulted on rent payments, and it is likely that more of our tenants will be similarly impacted in the future.
Impacts of COVID-19 could also result in the complete or partial closure of one or more of our tenants’ manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants’ supply chains from local and international suppliers, and/or delays in the delivery of our tenants’ inventory.
Even after governmental restrictions are lifted, our tenants may continue to be impacted by economic conditions resulting from COVID-19 or public perception of the risk of COVID-19, which could adversely affect foot traffic to our tenants’ businesses and our tenants’ ability to adequately staff their businesses.
A downturn in our tenants’ businesses that significantly weakens their financial condition could cause them to delay lease commencements or decline to extend or renew leases upon expiration and could lead to additional failures to make rental payments when due, store closures or bankruptcies, and we may be unable to collect past due balances under relevant leases.
We have received requests for rent relief from some of our tenants.
We are assessing these requests on a case-by-case basis and have agreed, and may continue to agree, to certain relief.
It is likely there will be additional requests for relief in the future.
In addition, like many other companies, due to government mandates, we have instructed our employees to work from home, which, especially if this persists for a prolonged period of time, may have an adverse impact on our employees, operations and systems.
Extended periods of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business.
Unsuccessful real estate under development activities or a slowdown in real estate under development activities could have a direct impact on our growth, results of operations and cash flows.
Real estate under development is a component of our operating and investment strategy.
We intend to continue pursuing select real estate under development opportunities for long-term investment and construction of retail, residential and/or mixed-use properties as opportunities arise.
We expect to phase in construction until sufficient preleasing is reached.
Our real estate under development and construction activities include the following risks:
| | ● | we may abandon real estate under development opportunities after expending resources and could lose all or part of our investment in such opportunities, including loss of deposits or failure to recover expenses already incurred; |
| | ● | development, construction or operating costs, including increased interest rates and higher materials, transportation, labor, leasing or other costs, may exceed our original estimates; |
| | ● | occupancy rates and rents at a newly completed property may not meet our expectations and may not be sufficient to make the property profitable; |
| | ● | construction or permanent financing may not be available to us on favorable terms or at all; |
| | ● | we may not complete construction and lease-up on schedule due to a variety of factors including construction delays or contractor changes, resulting in increased expenses and construction costs or tenants or operators with the right to terminate pre-construction leases; and |
| | ● | we may not be able to obtain, or may experience delays in obtaining, necessary zoning, land use, building, occupancy and other required governmental permits and authorizations. |
Additionally, new real estate under development activities typically require substantial time and attention from management, and the time frame required for development, construction and lease-up of these properties could require several years to realize any significant cash return.
Although we have generally scored highly in these metrics to date, there can be no assurance that we will continue to score highly in the future.
Moreover, the Tax Cuts and Jobs Act, enacted on December 22, 2017 (the "2017 Tax Legislation"), significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders.
The 2017 Tax Legislation remains unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, any of which could lessen or increase certain adverse impacts of the legislation.
In addition, it remains unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses U.S. federal taxable income as a starting point for computing state and local tax liabilities.
While some of the changes made by the 2017 Tax Legislation may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis.
We continue to work with our tax advisors to determine the full impact that the 2017 Tax Legislation as a whole will have on us.
We urge our investors to consult with their legal and tax advisors with respect to such legislation and the potential tax consequences of investing in our common stock.
An excerpt. Shown here: all 31 rewritten, 40 of 71 added and all 19 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2020 filing and the FY2019 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
221 rewritten, 155 added, 94 removed, 287 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
The Consolidated Financial Statements of the Company include the accounts of the Company, its [removed: wholly-owned] [added: wholly owned] subsidiaries and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the consolidation guidance of the FASB Accounting Standards Codification.
The most significant assumptions and estimates relate to revenue recognition and the recoverability of trade accounts receivable, depreciable lives, valuation of real [removed: estate, including real] estate [removed: under development,] and intangible assets and liabilities, valuation of joint venture investments and other investments, and realizability of deferred tax assets and uncertain tax positions.
The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties, investments in joint [removed: ventures, marketable securities] [added: ventures] and other investments.
Upon the adoption of ASU 2016-02, [removed: Leases] [added: _Leases] (Topic [removed: 842) ("ASU 2016-02"),] [added: 842)_ (“ASU 2016-02”),] the Company elected the lessor practical expedient to combine the lease and non-lease components, determined the lease component was the predominant component and as a result, accounted for the combined components under Topic 842.
Non-lease components include reimbursements paid to the Company from tenants for common area maintenance [removed: costs,] [added: costs] and other operating expenses.
Effective January 1, 2019, in accordance with the adoption of Topic [removed: 842] [added: 842,] the Company includes provision for doubtful accounts in Revenues from rental properties, net.
| Buildings and building improvements (in years) | | 5 to 50 | [added: |]
| Fixtures, leasehold and tenant improvements (including certain identified intangible assets) | | Terms of leases or useful lives, whichever is shorter | [added: |]
Valuation of [removed: real estate, including real estate under development,] [added: Real Estate,] and [removed: intangible assets] [added: Intangible Assets] and [removed: liabilities][added: Liabilities]
The Company’s estimated fair values are primarily based upon estimated sales prices from signed contracts or letters of intent from [removed: third parties,] [added: third-parties,] discounted cash flow models or [removed: third party] [added: third-party] appraisals.
The Company is subject to [added: U.S.] federal, state and local income taxes on the income from its activities relating to its TRSs and subject to local taxes on certain non-U.S. investments.
A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on the evidence available, it is more likely than not [removed: (a] [added: (i.e., a] likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized.
Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which a change is made, which could have a material impact on operating results (see Footnote [removed: 21] [added: 22] of the Notes to Consolidated Financial Statements included in this Form 10-K).
Kimco Realty Corporation is one of North America’s largest publicly traded owners and operators of [removed: open-air] [added: open-air, grocery-anchored] shopping [removed: centers.][added: centers and mixed-use assets.]
The following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31, [removed: 2019:][added: 2020:]
| | ● | Net income available to the Company’s common shareholders was [removed: $340.0] [added: $975.4] million, or [removed: $0.80] [added: $2.25] per diluted share, for the year ended December 31, [removed: 2019] [added: 2020] as compared to [removed: $439.6] [added: $340.0] million, or [removed: $1.02] [added: $0.80] per diluted share, for the year ended December 31, [removed: 2018.] [added: 2019.] |
| | ● | Funds from operations (“FFO”) was [removed: $608.4 million] [added: $503.7 million,] or [removed: $1.44] [added: $1.17] per diluted [removed: share] [added: share,] for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to [removed: $609.8 million] [added: $608.4 million,] or [removed: $1.45] [added: $1.44] per diluted [removed: share] [added: share,] for the corresponding period in [removed: 2018] [added: 2019] (see additional disclosure on FFO beginning on page [removed: 33).] [added: 40).] |
| | ● | [removed: FFO as adjusted] [added: Same property net operating income (“Same property NOI”)] was [removed: $620.1] [added: $784.5] million [removed: or $1.47 per diluted share] for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to [removed: $613.0 million, or $1.45 per diluted share for] [added: $852.5 million] the corresponding period in [removed: 2018] [added: 2019] (see additional disclosure on [removed: FFO] [added: Same property NOI] beginning on page [removed: 33).] [added: 41).] |
| | ● | [added: Increased collections of pro-rata base rent from 74% in the second quarter ended June 30, 2020 to 92% in the fourth quarter ended December 31, 2020.] Executed [removed: 907] [added: 761] new leases, renewals and options totaling approximately [removed: 6.5] [added: 5.4] million square feet in the consolidated operating portfolio. |
| | ● | The Company’s consolidated operating portfolio occupancy at December 31, [removed: 2019] [added: 2020] was [removed: 96.4%] [added: 93.9%] as compared to [removed: 95.8%] [added: 96.2%] at December 31, [removed: 2018.] [added: 2019.] |
_Acquisition_ [added: _Disposition_] _and [removed: Disposition_] [added: Other_] _Activity_ _(see_ _Footnote__s_ [removed: _3_ _and] [added: _3__,] 5_ [added: _and 9_] _of the Notes to Consolidated Financial Statements_ _included in this Form 10-K__)__:_
[removed: | | ● |] During 2019, the Company disposed of 20 operating properties and nine [removed: out-parcels,] [added: parcels,] in separate transactions, for an aggregate sales price of $344.7 [removed: million. Certain] [added: million, for which certain] of [removed: these] [added: the] transactions resulted in aggregate gains of $79.2 million. [removed: |]
_Development [removed: Activity (see Footnote 4 of] [added: Activity_ _(see Footnote_ _4_ _of] the Notes to Consolidated Financial Statements included in this Form 10-K):_
| | ● | Placed [removed: into] [added: in] service [removed: Mills Station] [added: Dania Pointe Phase II,] a Signature SeriesTM development project located in [removed: Owings Mills, MD.] [added: Dania Beach, FL.] |
[removed: ][added: ]
| | ● | As of December 31, [removed: 2019,] [added: 2020,] the weighted average interest rate was [removed: 3.46%] [added: 3.41%] and the weighted average maturity profile was [removed: 10.6] [added: 10.9] years related to the Company’s consolidated debt. |
[removed: The Company’s investment strategy is to invest capital into high quality assets] [added: Over the past several years, the Company has transformed its portfolio,] focusing on major metropolitan-area U.S. markets, predominantly on the East and West coasts and in the Sunbelt region, which are supported by strong demographics, significant projected population growth, and where the Company perceives significant barriers to [removed: entry while disposing of lesser quality assets in less desirable locations.][added: entry.]
The Company believes that this [added: transformed portfolio] will enable it to maintain higher occupancy levels, rental rates and rental growth.
The following table presents the comparative results from the Company’s Consolidated Statements of Income for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to the corresponding period in [removed: 2018] [added: 2019] (in thousands, except per share data):
| | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | |
| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: $ Change] [added: $ Change] | | |
| Revenues from rental properties, net [removed: (1)] | | $ | [removed: 1,142,334] [added: 1,044,888] | | | $ | [removed: 1,149,603] [added: 1,142,334] | | | $ | [removed: (7,269] [added: (97,446] | ) |
[removed: | Management] [added: _Management] and other fee [removed: income | | | 16,550 | | | | 15,159 | | | | 1,391 | |][added: income_ _–_]
| Rent [removed: (2)] [added: (1)] | | | [removed: (11,311] [added: (11,270] | ) | | | [removed: (10,929] [added: (11,311] | ) | | | [removed: (382] [added: 41] | [removed: )] |
| Real estate taxes | | | [removed: (153,659] [added: (157,661] | ) | | | [removed: (153,336] [added: (153,659] | ) | | | [removed: (323] [added: (4,002] | ) |
| Operating and maintenance [removed: (3)] [added: (2)] | | | [removed: (171,981] [added: (174,038] | ) | | | [removed: (164,294] [added: (171,981] | ) | | | [removed: (7,687] [added: (2,057] | ) |
| General and administrative [removed: (4)] [added: (3)] | | | [removed: (96,942] [added: (93,217] | ) | | | [removed: (87,797] [added: (96,942] | ) | | | [removed: (9,145] [added: 3,725] | [removed: )] |
| Impairment charges | | | [removed: (48,743] [added: (6,624] | ) | | | [removed: (79,207] [added: (48,743] | ) | | | [removed: 30,464] [added: 42,119] | |
| Depreciation and amortization | | | [removed: (277,879] [added: (288,955] | ) | | | [removed: (310,380] [added: (277,879] | ) | | | [removed: 32,501] [added: (11,076] | [added: )] |
[removed: | Gain] [added: _Gain] on sale of [removed: properties/change] [added: properties__/change] in control of [removed: interests | | | 79,218 | | | | 229,840 | | | | (150,622 | ) |][added: interests_ _–_]
When evaluating the probability of the collection of the lessee’s total accounts receivable, including the corresponding straight-line rent receivable balance on a lease-by-lease basis, the Company considered the effects COVID-19 has had on its tenants, including the corresponding straight-line rent receivable.
The Company’s analysis of its accounts receivable included (i) customer credit worthiness, (ii) assessment of risk associated with the tenant, and (iii) current economic trends.
In addition to the lease-specific collectability assessment performed under Topic 842, the analysis also recognizes a general reserve, as a reduction to Revenues from rental properties, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company’s historical and current collection experience and the potential for settlement of arrears.
Although the Company estimates uncollectible receivables and provides for them through charges against revenues from rental properties, actual results may differ from those estimates.
| --- | --- | --- | --- |
_COVID-19 Pandemic_
The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, and has caused significant volatility in U.S. and international debt and equity markets.
The COVID-19 pandemic has significantly impacted the retail sector in which the Company operates and, if the effects of the pandemic are prolonged, it could continue to have a significant adverse impact on the underlying industries of many of the Company’s tenants.
The majority of the Company’s tenants and their operations have been impacted, and may continue to be impacted, affecting their ability to pay rent.
Through the duration of the pandemic a substantial number of tenants have had to temporarily or permanently close their business, shortened their operating hours or offer reduced services for some period of time.
As a result of the current economic uncertainty and the impact to many of the Company’s tenants, the Company has taken important steps to offer its support, including:
| | ● | The Company has worked, and continues to work, with these tenants to grant rent deferrals or rent waivers on a lease by lease basis. |
| | ● | The Company established a Tenant Assistance Program to assist small business tenants in identifying and applying for federal and state aid to help support their businesses during the COVID-19 pandemic. In partnership with advisory firms the Company provides assistance with the application process at the Company’s expense. These firms assist tenants in identifying suitable loan programs, identifying potential lending institutions, and preparing and submitting applications. |
| | ● | The Company is closely monitoring recommendations and mandates of federal, state and local governments, and health authorities. |
| | ● | At the onset of the COVID-19 pandemic in the U.S., the Company immediately increased the frequency and intensity of its janitorial services to help prevent the spread of the virus. Areas such as public bathrooms, interior concourses and hallways, vestibules and shared doors, and elevators and escalators are being sanitized multiple times per day. |
| | ● | The Company’s teams worked to provide additional assistance in the communities where it operates, finding creative ways to use its conveniently located shopping centers during this difficult time. The Company fast-tracked the approval of drive-thru testing centers, blood-drive locations, and school lunch pick-ups. |
| | ● | The Company launched the Kimco Curbside Pickup™ program designating dedicated parking spots for curbside merchandise pickup at its shopping centers for use by all tenants and their customers. |
As of December 31, 2020, mandated or voluntary tenant closures represented 2.7% of annual base rent for all of the Company's wholly owned locations and the Company's share of ownership in joint ventures (collectively, the "pro-rata annual base rent").
As a result, the Company has also had a substantial number of tenants that have made late or partial rent payments, requested a deferral of rent payments, forgiveness of rent payments or defaulted on rent payments, and it is likely that more of the Company’s tenants will be similarly impacted in the future.
From the onset of the COVID-19 pandemic, the Company granted selective deferrals for approximately 9%, of its pro-rata annual base rent, forgave rental payments aggregating $13.7 million of pro-rata rents.
Collection rates have steadily increased from 74% of its pro-rata annual base rent for second quarter ended June 30, 2020 to 92% for the fourth quarter ended December 31, 2020, with rates increasing each quarter.
The Company continues to negotiate for the payment of the remaining rents not yet collected as well as work with tenants to grant rent waivers on a lease by lease basis.
The deferrals generally have a repayment period of six to 18 months.
The Company has also collected 91% of the pro-rata annual base rent for the month of January 2021.
The Company considered the impacts COVID-19 has had on its tenants when evaluating the adequacy of the collectability of the lessee’s total accounts receivable balance, including the corresponding straight-line rent receivable.
During the year ended December 31, 2020, the Company’s revenue was reduced by $81.0 million associated with potentially uncollectible revenues including revenues from tenants that are being accounted for on a cash basis, which includes $15.2 million for straight-line rent receivables, primarily attributable to the COVID-19 pandemic.
Since the COVID-19 pandemic began, the Company has seen an increase in the number of tenants filing for bankruptcy, some of which emerged from bankruptcy prior to December 31, 2020.
As of December 31, 2020, there were 38 leases or 0.7% of pro-rata annual base rent, within the Company’s portfolio associated with tenants in bankruptcy.
The Company continues to evaluate the impact these bankruptcy filings have or will have on collections, vacancies and future rental income.
Management’s estimate of the collectability of accrued rents and accounts receivable is based on the best information available to management at the time of evaluation.
The Company will continue to monitor the economic, financial, and social conditions resulting from the COVID-19 pandemic and will continue to assess the collectability of its tenant accounts receivables.
As such, the Company may determine that further adjustments to its accounts receivable may be required in the future, and such amounts may be material.
The impact of COVID-19 on the Company’s future results could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19, the success of governmental, business and individual actions that have been and continue to be taken in response to COVID-19, the impact of COVID-19 on economic activity, the effect of COVID-19 on the Company’s tenants and their businesses, the ability of tenants to make their rental payments and any additional closures of tenants’ businesses.
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.
Management cannot, at this point, estimate ultimate losses related to the COVID-19 pandemic.
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.
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.
See Footnote 6 to the Notes to the Company’s Consolidated Financial Statements for additional discussion regarding impairment charges.
| | ● | Acquired a land parcel located in Peoria, AZ next to an existing shopping center, for a purchase price of $7.1 million. |
The Company analyzes its accounts receivable, customer credit worthiness and current economic trends when evaluating the adequacy of the collectability of the lessee’s total accounts receivable balance on a lease by lease basis.
The Company’s estimated fair values are based upon a discounted cash flow model for each joint venture that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums.
Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.
| | ● | Same property net operating income (“Same property NOI”) increased 3.0% for the year ended December 31, 2019, as compared to the corresponding period in 2018 (see additional disclosure on Same property NOI beginning on page 34). |
| | ● | Acquired three operating properties located in Sun City, AZ, Truckee, CA and San Diego, CA, in separate transactions, for an aggregate purchase price of $31.3 million. |
| | ● | Generated net proceeds of $200.1 million through the issuance of 9.5 million shares of common stock at a weighted average net price of $21.03 per share under the Company’s ATM program. |
| | ● | Redeemed $175.0 million of 6.000% Class I Preferred Stock, $225.0 million of 5.500% Class J Preferred Stock, and $175.0 million of 5.625% Class K Preferred Stock incurring an aggregate $18.5 million redemption charge as a result of these redemptions in 2019. |
| | ● | Issued $350.0 million of 3.700% notes maturing October 2049, with an effective yield of 3.765%. |
Through this strategy, the Company has transformed its portfolio and will continue these efforts as deemed necessary to maximize the quality and growth of its portfolio.
The properties acquired are primarily located in major metropolitan areas allowing tenants to generate higher foot traffic, resulting in higher sales volume.
The Company has an active capital recycling program which provides for the disposition of certain properties.
Comparison of Years Ended December 31, 2019 to 2018
| Provision for doubtful accounts (5) | | | \- | | | | (6,253 | ) | | | 6,253 | |
| | (1) | Upon the adoption of Topic 842, the Company reclassified $246.4 million of Reimbursement income and $20.9 million of Other rental property income to Revenues from rental properties, net on the Company’s Consolidated Statements of Income for the year ended December 31, 2018. See Footnote 1 of the Notes to the Consolidated Financial Statements included in this Form 10-K for additional disclosure. |
| | (5) | In accordance with the adoption of Topic 842 the Company, effective January 1, 2019, includes Provision for doubtful accounts amounts in Revenues from rental properties, net. |
_Operating and maintenance_ _–_
The increase in Operating and maintenance of $7.7 million is primarily from an increase in operating costs of $9.7 million related to the completion of certain redevelopment and development projects, partially offset by properties sold during 2019 and 2018.
The increase in General and administrative expense of $9.1 million is primarily due to (i) a decrease in the capitalization of internal indirect leasing costs of $12.5 million, primarily due to the adoption of Topic 842, which allows only the initial direct cost of a lease to be capitalized (see Footnote 1 of the Notes to the Consolidated Financial Statements), partially offset by (ii) a reduction in salary and severance expense for the year ended December 31, 2019 of $2.4 million, primarily related to a reduction in personnel.
Certain of these transactions resulted in aggregate gains of $79.2 million.
During 2018, the Company disposed of 54 operating properties (including the deconsolidation of one property) and seven parcels, in separate transactions, for an aggregate sales price of $1.2 billion.
Certain of these transactions resulted in aggregate gains of $229.8 million.
The decrease in Interest expense of $5.9 million is primarily the result of (i) the repayment of maturing debt during 2019 and 2018 and (ii) lower levels of borrowings during the year ended December 31, 2019, as compared to the corresponding period in 2018.
_Early_ _e__xtinguishment of_ _d__ebt_ _c__harges_ _–_
During the year ended December 31, 2018, the Company incurred early extinguishment of debt charges of $12.8 million in connection with the optional make-whole provisions of unsecured notes that were repaid prior to maturity.
_Equity in_ _i__ncome from_ _o__ther_ _r__eal_ _e__state_ _i__nvestments,_ _n__et –_
The decrease in Equity in income of other real estate investments, net of $3.0 million is primarily due to an increase in impairment charges of $2.8 million primarily resulting from the sale of properties within various preferred equity program investments during 2019, as compared to the corresponding period in 2018,
Comparison of Years Ended December 31, 2018 to 2017
During the years ended December 31, 2019 and 2018, the Company capitalized personnel costs of $2.3 million and $14.8 million, respectively, relating to deferred leasing costs.
| | ● | $22.3 million in collection of mortgage loans receivable; and |
| | ● | $16.2 million in proceeds from insurance casualty claims in connection with Hurricane Maria which damaged several of the Company’s properties in Puerto Rico during 2017. |
| | ● | $10.0 million for acquisition of operating real estate and other related net assets, including two land parcels, and the acquisition of a land parcel at one development project. |
| Other | | | \- | | | | 2,421 | |
_Improvements to_ _Real Estate Under_ _Development_
The Company is engaged in select real estate development projects, which are expected to be held as long-term investments.
As of December 31, 2019, the Company had one active real estate development project.
During the years ended December 31, 2019 and 2018, the Company expended $118.8 million and $236.0 million, respectively, towards improvements to real estate under development.
The Company capitalized (i) interest of $9.4 million and $13.9 million, (ii) real estate taxes, insurance and legal costs of $1.3 million and $2.6 million and (iii) payroll of $1.2 million and $1.9 million during the years ended December 31, 2019 and 2018, respectively, in connection with its real estate development projects.
The Company anticipates the total remaining costs to complete these active projects to be approximately $40.0 million to $60.0 million.
The funding of these capital requirements will be provided by proceeds from property dispositions, net cash flow provided by operating activities, construction financing, where applicable, and availability under the Company’s Credit Facility.
| | ● | $92.3 million in proceeds from the Company’s unsecured revolving credit facility, net; |
An excerpt. Shown here: 40 of 221 rewritten, 40 of 155 added and 40 of 94 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
5 rewritten, 2 added, 8 removed, 10 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
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 December 31, [removed: 2019,] [added: 2020,] with corresponding weighted-average interest rates sorted by maturity date.
| | | [removed: 2020] [added: 2021] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2024] [added: 2025] | | | | Thereafter | | | | Total | | | | Fair Value | | |
| Average Interest Rate | | | [removed: 5.32] [added: 5.39] | % | | | [removed: 5.39] [added: 4.05] | % | | | [removed: 4.06] [added: 3.23] | % | | | [removed: 3.23] [added: 6.73] | % | | | [removed: 6.73] [added: \-] | [removed: %] | | | 7.08 | % | | | [removed: 4.88] [added: 4.73] | % | | | | |
| Average Interest Rate | | | \- | | | | [removed: 3.20] [added: 3.40] | % | | | [removed: 3.40] [added: 3.13] | % | | | [removed: 3.13] [added: 2.7] | % | | | [removed: 2.7] [added: 3.3] | % | | | [removed: 3.73] [added: 3.42] | % | | | [removed: 3.50] [added: 3.3] | % | | | | |
[removed: Item] [added: [](# "finstates")Item] 8.
| Fixed Rate | | $ | 139.4 | | | $ | 147.1 | | | $ | 12.0 | | | $ | 8.3 | | | $ | \- | | | $ | 4.5 | | | $ | 311.3 | | | $ | 312.9 | |
| Fixed Rate | | $ | \- | | | $ | 498.0 | | | $ | 348.8 | | | $ | 397.8 | | | $ | 497.4 | | | $ | 3,302.2 | | | $ | 5,044.2 | | | $ | 5,487.0 | |
| Fixed Rate | | $ | 92.9 | | | $ | 145.1 | | | $ | 152.0 | | | $ | 12.0 | | | $ | 10.4 | | | $ | 5.0 | | | $ | 417.4 | | | $ | 419.5 | |
| Variable Rate | | $ | 66.6 | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 66.6 | | | $ | 66.5 | |
| Average Interest Rate | | | 5.50 | % | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 5.50 | % | | | | |
| Fixed Rate | | $ | \- | | | $ | 483.9 | | | $ | 497.0 | | | $ | 348.2 | | | $ | 397.1 | | | $ | 2,907.8 | | | $ | 4,634.0 | | | $ | 4,783.9 | |
| Variable Rate | | $ | \- | | | $ | 197.8 | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 197.8 | | | $ | 199.9 | |
| Average Interest Rate | | | \- | | | | 2.64 | % | | | \- | | | | \- | | | | \- | | | | \- | | | | 2.64 | % | | | | |
Based on the Company’s variable-rate debt balances, interest expense would have increased by $2.6 million for the year ended December 31, 2019, if short-term interest rates were 1.0% higher.
The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.
Item 1. Business
33 rewritten, 76 added, 34 removed, 65 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
Kimco Realty Corporation, a Maryland corporation, is one of North America’s largest publicly traded owners and operators of [removed: open-air] [added: open-air, grocery-anchored] shopping [removed: centers.][added: centers and mixed-use assets in the U.S. The terms “Kimco,” the “Company,” “we,” “our” and “us” each refer to Kimco Realty Corporation and our subsidiaries, unless the context indicates otherwise.]
The Company [added: is a self-administered REIT and] has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties.
As of December 31, [removed: 2019,] [added: 2020,] the Company had interests in [removed: 409] [added: 400] shopping center properties (the “Combined Shopping Center Portfolio”), aggregating [removed: 72.4] [added: 70.1] million square feet of gross leasable area (“GLA”), located in 27 [removed: states and Puerto Rico.][added: states.]
In addition, the Company had [removed: 243] [added: 122] other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling [removed: 3.9] [added: 5.4] million square feet of GLA.
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 [added: U.S.] federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income, as defined in the Code.
In March 2006, the Company was added to the [removed: S & P] [added: S&P] 500 Index, an index containing the stock of 500 Large Cap companies, most of which are U.S. corporations.
The Company began to expand its operations through the development of real estate and the construction of shopping [removed: centers,] [added: centers] but revised its growth strategy to focus on the acquisition [added: and redevelopment] of existing shopping [removed: centers.][added: centers that include a grocery component.]
More recently the Company, on a selective basis, [removed: has] embarked on several ground-up development and re-development projects which include residential and mixed-use components.
As of December 31, [removed: 2019,] [added: 2020,] the Company derived [removed: 84.4%] [added: 84.6%] of its annualized base rent from its top major metro markets.
This philosophy is [removed: further] exemplified by the Company’s Signature SeriesTM properties Dania Pointe, Grand Parkway Marketplace, Kentlands Market Square, Lincoln Square, Mill Station, Pentagon Centre, Suburban Square and The Boulevard.
The Company’s strong balance sheet and liquidity position are evidenced by its investment grade unsecured debt ratings [removed: (Baa1/BBB+/BBB+)] [added: (Baa1/BBB+)] by [removed: all three] [added: two] major ratings agencies.
The Company maintains one of the longest average debt maturity profiles in the REIT industry, now at [removed: 10.6] [added: 10.9] years.
The Company [removed: has taken meaningful] [added: expects to continue to take] steps to reduce leverage, unencumber assets and [removed: further] improve its debt coverage metrics as redevelopment and development projects continue to come online and contribute additional cash flow growth.
The Company’s primary business objective is to be the premier owner and [removed: operator] [added: operators] of [removed: open-air] [added: open-air, grocery-anchored] shopping centers [added: and mixed-use assets] in the U.S. The Company believes it can achieve this objective by:
| | ● | attract a diverse and robust tenant base across a variety of retailers at its properties, [removed: which include grocery store, off-price retailers, discounters, or service-oriented tenants;] [added: with a focus on essential tenants such as grocers and home improvement;] |
| | ● | [removed: redevelop] [added: retail re-tenanting, renovating, expanding and redeveloping] existing shopping centers to obtain the highest and best use to maximize the real estate [removed: value;] [added: value, which could include acquiring adjacent land parcels;] |
| | ● | provide unmatched tenant services deriving from decades of experience managing retail properties; [removed: and] |
| | ● | provide communities with a [added: "just around the corner"] destination for everyday living goods and services. |
As of December 31, [removed: 2019,] [added: 2020,] no single open-air shopping center accounted for more than [removed: 1.9%] [added: 2.0%] 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, or more than [removed: 1.9%] [added: 2.0%] of the Company’s total shopping center GLA.
Furthermore, at December 31, [removed: 2019,] [added: 2020,] the Company’s single largest tenant represented only [removed: 3.9%,] [added: 4.0%,] and the Company’s five largest tenants aggregated less than [removed: 12.4%,] [added: 12.6%,] 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.
The [removed: Company believes that this will] [added: Company’s stronger transformed portfolio, over time, should] enable [removed: it] [added: the Company] to maintain higher occupancy levels, rental rates and rental growth.
[removed: The Company may] [added: | | ● |] selectively acquire established income-producing real estate properties and properties requiring significant re-tenanting and redevelopment, primarily in geographic regions in which the Company presently [removed: operates.][added: operates; |]
Environment, [removed: Social,] [added: Social and] Governance [removed: ("ESG") Program][added: (“ESG”) Programs]
The [removed: Company's] [added: Company’s] ESG programs are aligned with its core business strategy of creating destinations for everyday living that inspire a sense of community and deliver value to [removed: our] [added: its] many stakeholders.
The Company has established [removed: four] [added: five] ESG Program [removed: Pillars:][added: Pillars and the corresponding objectives:]
[removed: Detailed information on] [added: Additional] ESG [removed: program governance and performance] [added: information of relevance to stakeholders] can be found on the [removed: Company's] [added: Company’s] website in the Corporate Responsibility Report.
This [removed: report] [added: report, which] is based on the [removed: Global Reporting Initiative (GRI)] [added: GRI] standard, [removed: which] summarizes [added: the Company's] environmental and social performance.
The following table sets forth information with respect to the executive officers of the Company as of December 31, [removed: 2019:][added: 2020:]
| Milton Cooper | [removed: 90] [added: 91] | Executive Chairman of the Board of Directors | Co-Founder |
| Conor C. Flynn | [removed: 39] [added: 40] | Chief Executive Officer | 2003 |
| Ross Cooper | [removed: 37] [added: 38] | President and Chief Investment Officer | 2006 |
| Glenn G. Cohen | [removed: 55] [added: 56] | Executive Vice President, Chief Financial Officer and Treasurer | 1995 |
| David Jamieson | [removed: 39] [added: 40] | Executive Vice President, Chief Operating Officer | 2007 |
COVID-19 Pandemic
In March 2020, COVID-19 was recognized as a pandemic by the World Health Organization (“WHO”) and declared a national emergency throughout the United States.
The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide and has caused significant volatility in U.S. and international debt and equity markets.
The impact of COVID-19 on the retail industry for both landlords and tenants has been wide ranging, including, but not limited to, the temporary closures of many businesses, "shelter in place" orders, social distancing guidelines and other governmental, business and individual actions taken in response to the COVID-19 pandemic.
There has also been reduced consumer spending due to job losses, government restrictions in response to COVID-19 and other effects attributable to COVID-19.
The Company is aware of the critical role its shopping centers play in the communities they serve, often providing access to essential goods and services such as groceries, drug stores, and medical care.
The Company’s shopping centers have remained open throughout the COVID-19 pandemic to continue to provide access to these essential goods and services, and the Company has taken steps to protect the shoppers and tenants at its sites, following the guidance of the Centers for Disease Control and Prevention (“CDC”) and the WHO.
The COVID-19 pandemic has created significant economic uncertainty and volatility and has considerably impacted the Company’s stakeholders.
The COVID-19 pandemic has impacted the Company’s financial condition, results of operations and cash flows since its onset.
The extent to which the COVID-19 pandemic will continue to impact the Company’s financial condition, results of operations and cash flows, will depend on future developments, which continue to be highly uncertain and difficult to predict.
The Company’s business, operations and financial results will depend on numerous evolving factors that the Company is not able to predict, including the duration and scope of the pandemic, governmental, business and individual actions that have been and continue to be, taken in response to the pandemic, the distribution and effectiveness of vaccines, the impact on economic activity from the pandemic and actions taken in response, the effect on the Company’s tenants and their businesses, the ability of tenants to make their rental payments, additional closures of tenants’ businesses and the impact of opening and reclosing of communities in response to COVID-19.
Any of these events could materially adversely impact the Company’s business, financial condition, results of operations or stock price.
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.
In addition, the Company will continue to monitor for any material or adverse effects resulting from the COVID-19 pandemic.
Since the outbreak of the COVID-19 pandemic, the Company’s shopping centers have remained open; however, a substantial number of tenants had or continue to have temporarily or permanently closed their businesses.
Others had, or continue to have, shortened their operating hours or offered reduced services.
The Company has also had a substantial number of tenants that have made late or partial rent payments, requested a deferral of rent payments, forgiveness of rent payments or defaulted on rent payments.
Since the COVID-19 pandemic began, the Company has seen an increase in the number of tenants filing for bankruptcy, some of which emerged from bankruptcy prior to December 31, 2020.
The Company continues to evaluate the impact bankruptcy filings have or will have on collections, vacancies and future rental income.
As a result of this transformation, the Company now owns a predominantly grocery-anchored portfolio clustered in the nation’s top markets which has positioned the Company to address many of the challenges brought upon by COVID-19.
In order to add density to existing properties, the Company has obtained multi-family entitlements for 4,984 units of which 1,266 units have been constructed as of December 31, 2020.
_Business S__trateg__ies_
With the COVID-19 pandemic affecting much of the retail sector the Company further concentrated its business objectives to three main areas as follows:

The “PLUS” business encompasses investment opportunities with retailers who have significant real estate holdings.
The Company believes it can utilize its Structured Investment Program to take advantage of opportunities resulting from market dislocation in the form of preferred equity investments and/or mezzanine financing for qualified real estate owners in need of capital.
| | ● | significantly increase its leasing efforts over the next several years to offset the impact of the COVID-19 pandemic; |
| | ● | continue to assess its portfolio and dispose of certain underperforming properties; |
| | ● | assist small shop tenants during the COVID-19 pandemic to enable them to continue to successfully operate; and |
The Company has established certain areas of focus which it believes will advance the execution of its strategies over the coming years:

Human Capital Resources
The Company believes that our employees are one of our strongest resources and that a variety of perspectives and experiences found in a diverse workforce spark innovation and enrich company culture.
The Company is committed to diversity and inclusion best practices in all phases of the employee life cycle, including recruitment, training and development and promotion.
The Company has been and will continue to be an equal opportunity employer committed to hiring, developing, and supporting a diverse and inclusive workplace.
To ensure full implementation of this equal employment policy, we will take steps to ensure that persons are recruited, hired, assigned and promoted without regard to race, national origin, religion, age, color, sex, sexual orientation, gender identity, disability, or protected veteran status, or any other characteristic protected by local, state, or federal laws, rules, or regulations.
All of our employees must adhere to a Code of Business Conduct and Ethics that sets standards for appropriate behavior and includes required internal training on preventing, identifying, reporting and stopping any type of discrimination.
In order to attract and retain high performing individuals, we are committed to partnering with our employees to provide opportunities for their professional development and promote their health and well-being.
We also offer our employees a broad range of company-paid benefits, and we believe our compensation package and benefits are competitive with others in our industry.
Our benefits programs include a robust offering of medical, dental, vision benefits, life, disability and other ancillary benefits requiring very low employee contributions.
The terms “Kimco,” the “Company,” “we,” “our” and “us” each refer to Kimco Realty Corporation and our subsidiaries, unless the context indicates otherwise.
The Company is a self-administered REIT and has owned and operated open-air shopping centers for over 60 years.
As of December 31, 2019, a total of 502 persons were employed by the Company.
_Strategy Overview_
The Company’s strategy is to continue to focus on its three core principles:
| | 1) | Portfolio Quality - improving the quality and locations of its portfolio by maintaining high quality assets, tightly clustered in major metro markets that provide multiple growth levers. |
| | 2) | Net Asset Value Creation - harvesting the unrealized value in its portfolio through a curated collection of mixed-use projects, and |
| | 3) | Financial Strength - maintaining a strong balance sheet with ample liquidity and financial flexibility. |
_Operating Strateg__ies_
The Company’s operating strategies are to (i) own and operate its shopping center properties at their highest potential through maximizing and maintaining rental income and occupancy levels, (ii) attract local area customers to its shopping centers, which offer buy online and pick up in store, off-price merchandise and day-to-day necessities rather than high-priced luxury items, and (iii) maintain a strong balance sheet.
_Investment Strategies_
The Company’s investment strategy is to invest capital into its high-quality assets which are tightly clustered in major metro markets that provide opportunity for growth while disposing of lesser quality assets in less desirable locations.
Through this strategy, the Company has transformed its portfolio and will continue these efforts as deemed necessary to maximize the quality and growth of its portfolio.
Property acquisitions are focused in major metro areas allowing tenants to generate higher foot traffic resulting in higher sales volume accompanied with a potential for a mixed use component.
The Company’s investment strategy also includes the retail re-tenanting, renovation and expansion of its existing centers and acquired centers, while also pursuing redevelopment opportunities to increase overall value within its portfolio.
Additionally, the Company may selectively acquire land parcels in its key markets for real estate development projects for long-term investment.
The Company may consider investments in other real estate sectors and in geographic markets where it does not presently operate should suitable opportunities arise.
The Company also continues to simplify its business by reducing the number of joint venture investments.
As part of the Company’s investment strategy each property is evaluated for its highest and best use, which may include residential and mixed-use components.
In addition, the Company may consider other opportunistic investments related to retailer controlled real estate such as repositioning underperforming retail locations, retail real estate financing and bankruptcy transaction support.
The Company has a capital recycling program which provides for the disposition of certain lesser quality assets.
If the estimated fair value for any of these assets is less than their net carrying values, the Company would be required to take impairment charges and such amounts could be material.
The Company may either purchase or lease income-producing properties in the future and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership.
Equity investments may be subject to existing mortgage financing and/or other indebtedness.
Financing or other indebtedness may be incurred simultaneously or subsequently in connection with such investments.
Any such financing or indebtedness would have priority over the Company’s equity interest in such property.
| | ● | Embrace the Future of Retail - foster a sense of place at our shopping centers, creating people-centered properties that are more convenient and accessible |
| | ● | Engage Our Local Communities - make a positive impact and be known in the communities where we operate and live |
| | ● | Lead in Operations & Resiliency - maximize efficiency of operations and protect our assets from disruption by climate, security and other disruptions |
| | ● | Foster an Engaged, Inclusive & Ethical Team - cultivate high levels of employee satisfaction and improve diversity of management |
During 2019, the Company was recognized for its commitment to Environmental, Social and Governance principles.
The Company was cited by the Global Real Estate Sustainability Benchmark earning the distinguished Green Star designation for a sixth consecutive year.
In addition, the Company was included in the Dow Jones Sustainability Index for the fifth consecutive year.
Also in 2019, the Company was named for the first time to the Russell “FTSE4Good” Index Series, received one of the leading ESG scores for the real estate industry from Institutional Investor Services (ISS) and was presented with the National Association of Real Estate Investment Trusts ("NAREIT") Leader in the Light Award, a top honor among the Company’s peers.
An excerpt. Shown here: all 33 rewritten, 40 of 76 added and all 34 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2020 filing and the FY2019 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
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 [removed: 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.
Cover and table of contents
34 rewritten, 4 added, 4 removed, 79 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
For the fiscal year ended December 31, [removed: 2019][added: 2020]
| Title of each class | [removed: |] Trading Symbol(s) | [removed: |] Name of each exchange on which registered |
| Common Stock, par value $.01 per share. | [removed: |] KIM | [removed: |] 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. | [removed: |] KIMprL | [removed: |] 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. | [removed: |] KIMprM | [removed: |] New York Stock Exchange |
Indicate by check mark whether the registrant has submitted [removed: electronically,] [added: 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting [removed: company] [added: company,] or an emerging growth company.
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $7.6] [added: $5.4] billion based upon the closing price on the New York Stock Exchange for such equity on June [removed: 28, 2019.][added: 30, 2020.]
As of February [removed: 5, 2020,] [added: 11, 2021,] the registrant had [removed: 431,820,951] [added: 432,439,820] shares of common stock outstanding.
Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on April [removed: 28, 2020.][added: 27, 2021.]
Index to Exhibits begins on page [removed: 39.][added: 46.]
[removed: TABLE] [added: [](# "toc")TABLE] OF CONTENTS
| [Item 1. [removed: Business](#item1)] [added: Business](#business)] | [removed: 3] [added: [3](#business)] |
| [Item 1A. Risk [removed: Factors](#item1a)] [added: Factors](#riskfactors)] | [removed: 6] [added: [9](#riskfactors)] |
| [Item 1B. Unresolved Staff [removed: Comments](#item1b)] [added: Comments](#unresolved)] | [removed: 15] [added: [19](#unresolved)] |
| [Item 2. [removed: Properties](#item2)] [added: Properties](#properties)] | [removed: 15] [added: [19](#properties)] |
| [Item 3. Legal [removed: Proceedings](#item3)] [added: Proceedings](#legalproc)] | [removed: 16] [added: [20](#legalproc)] |
| [Item 4. Mine Safety [removed: Disclosures](#item4)] [added: Disclosures](#minesafety)] | [removed: 16] [added: [20](#minesafety)] |
| [Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#item5)] [added: Securities](#market)] | [removed: 17] [added: [21](#market)] |
| [Item 6. Selected Financial [removed: Data](#item6)] [added: Data](#selectedfindata)] | [removed: 19] [added: [23](#selectedfindata)] |
| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#item7)] [added: Operations](#mda)] | [removed: 20] [added: [24](#mda)] |
| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#item7a)] [added: Risk](#qandq)] | [removed: 36] [added: [42](#qandq)] |
| [Item 8. Financial Statements and Supplementary [removed: Data](#item8)] [added: Data](#finstates)] | [removed: 36] [added: [42](#finstates)] |
| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#item9)] [added: Disclosure](#changes)] | [removed: 36] [added: [43](#changes)] |
| [Item 9A. Controls and [removed: Procedures](#item9a)] [added: Procedures](#controlsandproc)] | [removed: 37] [added: [43](#controlsandproc)] |
| [Item 9B. Other [removed: Information](#item9b)] [added: Information](#otherinfo)] | [removed: 37] [added: [43](#otherinfo)] |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#item10)] [added: Governance](#directors)] | [removed: 37] [added: [44](#directors)] |
| [Item 11. Executive [removed: Compensation](#item11)] [added: Compensation](#execcomp)] | [removed: 37] [added: [44](#execcomp)] |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#item12)] [added: Matters](#secownership)] | [removed: 37] [added: [44](#secownership)] |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#item13)] [added: Independence](#certainrelations)] | [removed: 37] [added: [44](#certainrelations)] |
| [Item 14. Principal Accounting Fees and [removed: Services](#item14)] [added: Services](#principleaccounting)] | [removed: 37] [added: [44](#principleaccounting)] |
| [Item 15. Exhibits, Financial Statement [removed: Schedules](#item15)] [added: Schedules](#exhibits)] | [removed: 38] [added: [45](#exhibits)] |
| [Item 16. Form 10-K [removed: Summary](#item16)] [added: Summary](#a10ksummary)] | [removed: 38] [added: [45](#a10ksummary)] |
Factors which may cause actual results to differ materially from current expectations include, but are not limited [removed: to] [added: 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 [removed: managements’] [added: management’s] ability to estimate the impact thereof, (vii) [added: 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, [removed: (viii)] [added: (ix)] valuation and risks related to the Company’s joint venture and preferred equity investments, [removed: (ix)] [added: (x)] valuation of marketable securities and other [removed: investments, (x)] [added: investments including the shares of Albertsons Companies, Inc. common stock held by the Company, (xi)] increases in operating costs, [removed: (xi)] [added: (xii)] changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, [removed: (xii)] [added: (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, [removed: (xiii)] [added: (xiv)] impairment charges, [removed: (xiv)] [added: (xv)] unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and [removed: (xv)] [added: (xvi)] the risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in this Form 10-K and in the Company’s other filings with the Securities and Exchange Commission (“SEC”).
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| --- | --- | --- | --- | --- |
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Page 1 of 90
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Page headers and footers: 1 line differs, not counted above
Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.
[Table of Contents](#toc)
Item 2. Properties
21 rewritten, 11 added, 12 removed, 23 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
_Real_ _Estate Portfolio__._ As of December 31, [removed: 2019,] [added: 2020,] the Company had interests in [removed: 409] [added: 400] shopping center properties aggregating [removed: 72.4] [added: 70.1] million square feet of GLA located in 27 states and Puerto Rico.
In addition, the Company had [removed: 243] [added: 122] other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling [removed: 3.9] [added: 5.4] million square feet of GLA.
As of December 31, [removed: 2019,] [added: 2020,] the Company’s Combined Shopping Center Portfolio, including noncontrolling interests, was [removed: 96.4%] [added: 93.9%] leased.
The Company's open-air shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of [removed: 176,955] [added: 175,302] square feet as of December 31, [removed: 2019.][added: 2020.]
During [removed: 2019,] [added: 2020,] the Company expended [removed: $184.0] [added: $175.7] million in connection with property redevelopments and [removed: $140.8] [added: $45.6] million related to [removed: improvements while expensing $28.3 million to operations.][added: improvements.]
Some of the major national and regional companies that are tenants in the Company's shopping center properties include TJX Companies, The Home Depot, Ahold Delhaize, [removed: Albertsons, Petsmart,] [added: Albertsons Companies,] Ross Stores, [added: PetSmart,] Whole Foods Market, [added: Walmart, Burlington Stores and] Bed Bath & [removed: Beyond, Walmart and Burlington Stores, Inc.][added: Beyond.]
As of December 31, [removed: 2019,] [added: 2020,] no single open-air shopping center accounted for more than [removed: 1.9%] [added: 2.0%] 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, or more than [removed: 1.9%] [added: 2.0%] of the Company’s total shopping center GLA.
At December 31, [removed: 2019,] [added: 2020,] the Company’s five largest tenants were TJX Companies, The Home Depot, Ahold Delhaize, Albertsons [added: Companies] and [removed: Petsmart,] [added: Ross Stores,] which represented [removed: 3.9%, 2.5%,] [added: 4.0%, 2.6%,] 2.1%, 2.0% and [removed: 1.8%,] [added: 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.
Minimum base rental revenues and operating expense reimbursements accounted for [removed: 97%] [added: 99%] and other revenues, including percentage rents, accounted for [removed: 3%] [added: 1%] of the Company's total revenues from rental properties for the year ended December 31, [removed: 2019.][added: 2020.]
As of December 31, [removed: 2019,] [added: 2020,] the Company’s consolidated operating portfolio, comprised of [removed: 51.1] [added: 311 shopping center properties aggregating 51.0] million square feet of GLA, was [removed: 96.2%] [added: 93.9%] leased.
[added: The consolidated operating portfolio consists entirely of properties located in the U.S., inclusive of Puerto Rico] For the period January 1, [removed: 2019] [added: 2020] to December 31, [removed: 2019,] [added: 2020,] the Company increased the average base rent per leased square foot, which includes the impact of tenant concessions, in its consolidated portfolio of open-air shopping centers from [removed: $17.30] [added: $17.96] to [removed: $17.96,] [added: $18.16,] an increase of [removed: $0.66.][added: $0.20.]
This increase primarily consists of (i) [removed: a $0.32] [added: an $0.18] increase relating to [added: rent step-ups within the portfolio and] new leases signed net of leases vacated and [removed: rent step-ups within the portfolio and] (ii) a [removed: $0.34] [added: $0.02] increase relating to [removed: acquisitions, dispositions and properties moved into the consolidated portfolio.][added: dispositions.]
The Company has a total of [removed: 5,458] [added: 5,277] leases in the consolidated operating portfolio.
| Year [removed: Ending December] [added: Ending December] 31, | | | Number [removed: of Leases Expiring] [added: of Leases Expiring] | | | | Square Feet Expiring | | | | Total Annual [removed: Base Rent] [added: Base Rent] Expiring | | | | % of Gross Annual Rent | | |
| | (1) | Leases currently under [added: a] month to month lease or in process of renewal. |
During [removed: 2019,] [added: 2020,] the Company executed [removed: 907] [added: 761] leases totaling over [removed: 6.5] [added: 5.3] million square feet in the Company’s consolidated operating portfolio comprised of [removed: 318] [added: 204] new leases and [removed: 589] [added: 557] renewals and options.
The leasing costs associated with these [added: new] leases are estimated to aggregate [removed: $78.9] [added: $39.1] million or [removed: $44.28] [added: $31.11] per square foot.
These costs include [removed: $62.7] [added: $30.4] million of tenant improvements and [removed: $16.2] [added: $8.7] million of [added: external] leasing commissions.
The average rent per square foot for (i) new leases was [removed: $22.72] [added: $19.10] and (ii) renewals and options was [removed: $15.99.][added: $18.33.]
The Company has interests in [removed: 28] [added: 30] consolidated shopping center properties that are subject to long-term ground leases where a [removed: third party] [added: third-party] owns and has leased the underlying land to the Company to construct and/or operate a shopping center.
At the end of these long-term leases, unless extended, the land together with all improvements reverts to the [removed: landowner (See Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K, New Accounting Pronouncements- Leases).][added: landowner.]
| (1) | | | | 170 | | | | 489 | | | $ | 10,931 | | | | 1.3 | % |
| 2021 | | | | 612 | | | | 3,930 | | | $ | 64,045 | | | | 7.9 | % |
| 2022 | | | | 814 | | | | 5,684 | | | $ | 98,680 | | | | 12.2 | % |
| 2023 | | | | 737 | | | | 5,770 | | | $ | 98,264 | | | | 12.1 | % |
| 2024 | | | | 660 | | | | 5,094 | | | $ | 93,610 | | | | 11.6 | % |
| 2025 | | | | 612 | | | | 5,245 | | | $ | 92,695 | | | | 11.4 | % |
| 2026 | | | | 400 | | | | 5,311 | | | $ | 76,080 | | | | 9.4 | % |
| 2027 | | | | 255 | | | | 3,269 | | | $ | 51,477 | | | | 6.4 | % |
| 2028 | | | | 314 | | | | 3,398 | | | $ | 61,161 | | | | 7.6 | % |
| 2029 | | | | 247 | | | | 2,601 | | | $ | 45,274 | | | | 5.6 | % |
| 2030 | | | | 204 | | | | 1,704 | | | $ | 32,698 | | | | 4.0 | % |
The consolidated operating portfolio consists entirely of properties located in the U.S., inclusive of Puerto Rico.
| (1) | | | | 156 | | | | 479 | | | $ | 9,939 | | | | 1.2 | % |
| 2020 | | | | 556 | | | | 2,907 | | | $ | 53,534 | | | | 6.5 | % |
| 2021 | | | | 769 | | | | 5,712 | | | $ | 90,814 | | | | 11.1 | % |
| 2022 | | | | 828 | | | | 5,938 | | | $ | 103,109 | | | | 12.6 | % |
| 2023 | | | | 711 | | | | 5,780 | | | $ | 98,737 | | | | 12.0 | % |
| 2024 | | | | 664 | | | | 5,389 | | | $ | 95,318 | | | | 11.6 | % |
| 2025 | | | | 412 | | | | 3,816 | | | $ | 63,517 | | | | 7.7 | % |
| 2026 | | | | 252 | | | | 3,852 | | | $ | 54,751 | | | | 6.6 | % |
| 2027 | | | | 247 | | | | 3,220 | | | $ | 49,423 | | | | 6.0 | % |
| 2028 | | | | 317 | | | | 3,211 | | | $ | 60,879 | | | | 7.4 | % |
| 2029 | | | | 252 | | | | 2,626 | | | $ | 45,523 | | | | 5.5 | % |
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
24 rewritten, 14 added, 14 removed, 16 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
Holders: The number of holders of record of the Company's common stock, par value $0.01 per share, was [removed: 2,032] [added: 1,944] as of [removed: January 31, 2020.][added: February 1, 2021.]
| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | |
| Dividend paid per share | | $ | [removed: 1.12] [added: 0.82] | | | $ | 1.12 | |
| Ordinary income | | | [removed: 70] [added: 38] | % | | | [removed: 50] [added: 70] | % |
| Capital gains | | | [removed: 21] [added: 61] | % | | | [removed: 45] [added: 21] | % |
| Return of capital | | | [removed: 9] [added: 1] | % | | | [removed: 5] [added: 9] | % |
In addition to [removed: its] common stock offerings, the Company has capitalized on the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, unsecured bank debt, mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock.
Borrowings under the Company's [removed: revolving credit facility] [added: Credit Facility] have also been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Footnotes [removed: 12, 13] [added: 13, 14] and [removed: 16] [added: 17] of the Notes to Consolidated Financial Statements included in this Form 10-K.
The Company does not believe that the preferential rights available to the holders of its Class L Preferred Stock and Class M Preferred Stock, the financial covenants contained in its public bond indentures, as amended, or [removed: its revolving] [added: the] credit [removed: agreements] [added: agreement for its Credit Facility] will have an adverse impact on the Company's ability to pay dividends in the normal course to its common stockholders or to distribute amounts necessary to maintain its qualification as a REIT.
Issuer Purchases of Equity Securities: During the year ended December 31, [removed: 2019,] [added: 2020,] the Company repurchased [removed: 223,609] [added: 294,346] shares for an aggregate purchase price of [removed: $4.0] [added: $5.4] million (weighted average price of [removed: $17.76] [added: $18.27] per share) in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock awards under the Company’s equity-based compensation plans.
In addition, during February [removed: 2018,] [added: 2020,] the [removed: Company’s Board of Directors authorized a] [added: Company extended its] share repurchase [removed: program, which is effective] [added: program] for a term of two years, [added: which will expire in February 2022,] pursuant to which 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 make any repurchases under this common share repurchase program during [removed: 2019.][added: 2020.]
As of December 31, [removed: 2019,] [added: 2020,] the Company had $224.9 million available under this common share repurchase program.
| Period | | Total Number of Shares Purchased | | | | Average Price Paid per Share | | | | Total Number [removed: of Shares Purchased as] [added: of Shares Purchased as] Part of [removed: Publicly Announced Plans or] [added: Publicly Announced Plans or] Programs | | | | Approximate [removed: Dollar Value] [added: Dollar Value] of Shares [removed: that May] [added: that May] Yet Be [removed: Purchased Under] [added: Purchased Under] the Plans [removed: or Programs] [added: or Programs] (in millions) | | |
| September 1, [removed: 2019] [added: 2020] – September 30, [removed: 2019] [added: 2020] | | | \- | | | [removed: $] | \- | | | | \- | | | [removed: $] | 224.9 | |
| December 1, [removed: 2019] [added: 2020] – December 31, [removed: 2019] [added: 2020] | | | \- | | | [removed: $] | \- | | | | \- | | | [removed: $] | 224.9 | |
Total Stockholder Return Performance: The following performance chart compares, over the five years ended December 31, [removed: 2019,] [added: 2020,] the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the S&P 500 Index and the cumulative total return of the NAREIT Equity REITs Index (the “NAREIT Equity REITs”) prepared and published by the National Association of Real Estate Investment Trusts (“NAREIT”).
The NAREIT Equity [removed: REIT] [added: REITs] Index is a free-float adjusted, market capitalization-weighted index of U.S. equity REITs.
Stockholder return performance, presented annually for the five years ended December 31, [removed: 2019,] [added: 2020,] is not necessarily indicative of future results.
[removed: ][added: ]
| [removed: |] Comparison of 5 year cumulative total return data points | | | | | | | | | | | | | | | | | | | | | | | | |
| | | [removed: | Dec-14 | | | |] Dec-15 | | | | Dec-16 | | | | Dec-17 | | | | Dec-18 | | | | Dec-19 | | | [added: | Dec-20 | | |]
| Kimco Realty Corporation | | [removed: |] $ | 100 | | | $ | [removed: 109] [added: 99] | | | $ | [removed: 108] [added: 75] | | | $ | [removed: 82] [added: 65] | | | $ | [removed: 71] [added: 98] | | | $ | [removed: 107] [added: 75] | |
| January 1, 2020 – January 31, 2020 | | | 30,631 | | | $ | 20.63 | | | | \- | | | $ | 224.9 | |
| February 1, 2020 – February 29, 2020 | | | 238,412 | | | | 18.82 | | | | \- | | | | 224.9 | |
| March 1, 2020 – March 31, 2020 | | | 1,665 | | | | 17.76 | | | | \- | | | | 224.9 | |
| April 1, 2020 – April 30, 2020 | | | \- | | | | \- | | | | \- | | | | 224.9 | |
| May 1, 2020 – May 31, 2020 | | | 17,157 | | | | 8.76 | | | | \- | | | | 224.9 | |
| June 1, 2020 – June 30, 2020 | | | 1,020 | | | | 12.72 | | | | \- | | | | 224.9 | |
| July 1, 2020 – July 31, 2020 | | | \- | | | | \- | | | | \- | | | | 224.9 | |
| August 1, 2020 – August 31, 2020 | | | \- | | | | \- | | | | \- | | | | 224.9 | |
| October 1, 2020 – October 31, 2020 | | | 3,155 | | | | 11.49 | | | | \- | | | | 224.9 | |
| November 1, 2020 – November 30, 2020 | | | 2,306 | | | | 12.80 | | | | \- | | | | 224.9 | |
| Total | | | 294,346 | | | $ | 18.27 | | | | \- | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| S&P 500 | | $ | 100 | | | $ | 112 | | | $ | 136 | | | $ | 130 | | | $ | 171 | | | $ | 203 | |
| NAREIT Equity REITs | | $ | 100 | | | $ | 109 | | | $ | 114 | | | $ | 109 | | | $ | 137 | | | $ | 126 | |
| January 1, 2019 – January 31, 2019 | | | 9,931 | | | $ | 14.62 | | | | \- | | | $ | 224.9 | |
| February 1, 2019 – February 28, 2019 | | | 171,591 | | | $ | 17.73 | | | | \- | | | $ | 224.9 | |
| March 1, 2019 – March 31, 2019 | | | 2,939 | | | $ | 17.61 | | | | \- | | | $ | 224.9 | |
| April 1, 2019 – April 30, 2019 | | | 2,238 | | | $ | 18.08 | | | | \- | | | $ | 224.9 | |
| May 1, 2019 – May 31, 2019 | | | 17,334 | | | $ | 18.09 | | | | \- | | | $ | 224.9 | |
| June 1, 2019 – June 30, 2019 | | | 2,402 | | | $ | 18.73 | | | | \- | | | $ | 224.9 | |
| July 1, 2019 – July 31, 2019 | | | 3,222 | | | $ | 18.44 | | | | \- | | | $ | 224.9 | |
| August 1, 2019 – August 31, 2019 | | | 10,473 | | | $ | 19.03 | | | | \- | | | $ | 224.9 | |
| October 1, 2019 – October 31, 2019 | | | 3,479 | | | $ | 21.02 | | | | \- | | | $ | 224.9 | |
| November 1, 2019 – November 30, 2019 | | | \- | | | $ | \- | | | | \- | | | $ | 224.9 | |
| Total | | | 223,609 | | | $ | 17.76 | | | | \- | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| S&P 500 | | | $ | 100 | | | $ | 101 | | | $ | 114 | | | $ | 138 | | | $ | 132 | | | $ | 174 | |
| NAREIT Equity REITs | | | $ | 100 | | | $ | 103 | | | $ | 112 | | | $ | 118 | | | $ | 112 | | | $ | 142 | |
Item 6. Selected Financial Data
27 rewritten, 3 added, 6 removed, 15 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
The following table sets forth selected, historical, consolidated financial data for the Company and should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto and [removed: Management’s] [added: "Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations"] included in this Form 10-K.
| | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |
| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |
| Revenues from rental [removed: properties (1)] [added: properties, net] | | $ | [removed: 1,142,334] [added: 1,044,888] | | | $ | [removed: 1,149,603] [added: 1,142,334] | | | $ | [removed: 1,183,785] [added: 1,149,603] | | | $ | [removed: 1,152,401] [added: 1,183,785] | | | $ | [removed: 1,144,474] [added: 1,152,401] | |
| Impairment charges [removed: (2)] [added: (1)] | | $ | [removed: (48,743] [added: (6,624] | ) | | $ | [removed: (79,207] [added: (48,743] | ) | | $ | [removed: (67,331] [added: (79,207] | ) | | $ | [removed: (93,266] [added: (67,331] | ) | | $ | [removed: (45,383] [added: (93,266] | ) |
| Depreciation and amortization | | $ | [removed: (277,879] [added: (288,955] | ) | | $ | [removed: (310,380] [added: (277,879] | ) | | $ | [removed: (360,811] [added: (310,380] | ) | | $ | [removed: (355,320] [added: (360,811] | ) | | $ | [removed: (344,527] [added: (355,320] | ) |
| Gain on sale of properties/change in control of interests [added: (1)] | | $ | [removed: 79,218] [added: 6,484] | | | $ | [removed: 229,840] [added: 79,218] | | | $ | [removed: 93,538] [added: 229,840] | | | $ | [removed: 92,823] [added: 93,538] | | | $ | [removed: 132,908] [added: 92,823] | |
| Interest expense | | $ | [removed: (177,395] [added: (186,904] | ) | | $ | [removed: (183,339] [added: (177,395] | ) | | $ | [removed: (191,956] [added: (183,339] | ) | | $ | [removed: (192,549] [added: (191,956] | ) | | $ | [removed: (218,891] [added: (192,549] | ) |
| Early extinguishment of debt charges | | $ | [removed: \-] [added: (7,538] | [added: )] | | $ | [removed: (12,762] [added: \-] | [removed: )] | | $ | [removed: (1,753] [added: (12,762] | ) | | $ | [removed: (45,674] [added: (1,753] | ) | | $ | [removed: \-] [added: (45,674] | [added: )] |
| [removed: Benefit/(provision)] [added: (Provision)/benefit] for income taxes, net [removed: (1)] | | $ | [removed: 3,317] [added: (978] | [added: )] | | $ | [removed: (1,600] [added: 3,317] | [removed: )] | | $ | [removed: 880] [added: (1,600] | [added: )] | | $ | [removed: (78,583] [added: 880] | [removed: )] | | $ | [removed: (67,325] [added: (78,583] | ) |
| [removed: Income from continuing operations] [added: Net income] | | $ | [removed: 413,561] [added: 1,002,877] | | | $ | [removed: 498,463] [added: 413,561] | | | $ | [removed: 439,671] [added: 498,463] | | | $ | [removed: 386,138] [added: 439,671] | | | $ | [removed: 900,218] [added: 386,138] | |
| Net income attributable to the Company | | $ | [removed: 410,605] [added: 1,000,833] | | | $ | [removed: 497,795] [added: 410,605] | | | $ | [removed: 426,075] [added: 497,795] | | | $ | [removed: 378,850] [added: 426,075] | | | $ | [removed: 894,115] [added: 378,850] | |
| Net income available to the Company’s common shareholders | | $ | [removed: 339,988] [added: 975,417] | | | $ | [removed: 439,604] [added: 339,988] | | | $ | [removed: 372,461] [added: 439,604] | | | $ | [removed: 332,630] [added: 372,461] | | | $ | [removed: 831,215] [added: 332,630] | |
| Basic | | $ | [removed: 0.80] [added: 2.26] | | | $ | [removed: 1.02] [added: 0.80] | | | $ | [removed: 0.87] [added: 1.02] | | | $ | [removed: 0.79] [added: 0.87] | | | $ | [removed: 2.01] [added: 0.79] | |
| Diluted | | $ | [removed: 0.80] [added: 2.25] | | | $ | [removed: 1.02] [added: 0.80] | | | $ | [removed: 0.87] [added: 1.02] | | | $ | [removed: 0.79] [added: 0.87] | | | $ | [removed: 2.00] [added: 0.79] | |
| Weighted average [removed: number of] shares of common stock: | | | | | | | | | | | | | | | | | | | | |
| Basic | | | [removed: 420,370] [added: 429,950] | | | | [removed: 420,641] [added: 420,370] | | | | [removed: 423,614] [added: 420,641] | | | | [removed: 418,402] [added: 423,614] | | | | [removed: 411,319] [added: 418,402] | |
| Diluted | | | [removed: 421,799] [added: 431,633] | | | | [removed: 421,379] [added: 421,799] | | | | [removed: 424,019] [added: 421,379] | | | | [removed: 419,709] [added: 424,019] | | | | [removed: 412,851] [added: 419,709] | |
| Cash dividends declared per common share | | $ | [removed: 1.120] [added: 0.540] | | | $ | 1.120 | | | $ | [removed: 1.090] [added: 1.120] | | | $ | [removed: 1.035] [added: 1.090] | | | $ | [removed: 0.975] [added: 1.035] | |
| Cash flow provided by operations | | $ | [removed: 583,628] [added: 589,913] | | | $ | [removed: 637,936] [added: 583,628] | | | $ | [removed: 614,181] [added: 637,936] | | | $ | [removed: 592,096] [added: 614,181] | | | $ | [removed: 493,701] [added: 592,096] | |
| Cash flow (used for)/provided by investing activities | | $ | [removed: (120,421] [added: (33,273] | ) | | $ | [removed: 253,645] [added: (120,421] | [added: )] | | $ | [removed: (294,280] [added: 253,645] | [removed: )] | | $ | [removed: 165,383] [added: (294,280] | [added: )] | | $ | [removed: 21,365] [added: 165,383] | |
| Cash flow used for financing activities | | $ | [removed: (482,841] [added: (387,399] | ) | | $ | [removed: (986,513] [added: (482,841] | ) | | $ | [removed: (223,874] [added: (986,513] | ) | | $ | [removed: (804,527] [added: (223,874] | ) | | $ | [removed: (512,854] [added: (804,527] | ) |
| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |
| Real estate, before accumulated depreciation | | $ | [removed: 11,929,276] [added: 12,068,827] | | | $ | [removed: 11,877,190] [added: 11,929,276] | | | $ | [removed: 12,653,446] [added: 11,877,190] | | | $ | [removed: 12,008,075] [added: 12,653,446] | | | $ | [removed: 11,568,809] [added: 12,008,075] | |
| Total assets | | $ | [removed: 10,997,867] [added: 11,614,498] | | | $ | [removed: 10,999,100] [added: 10,997,867] | | | $ | [removed: 11,763,726] [added: 10,999,100] | | | $ | [removed: 11,230,600] [added: 11,763,726] | | | $ | [removed: 11,344,171] [added: 11,230,600] | |
| Total debt | | $ | [removed: 5,315,767] [added: 5,355,480] | | | $ | [removed: 4,873,872] [added: 5,315,767] | | | $ | [removed: 5,478,927] [added: 4,873,872] | | | $ | [removed: 5,066,368] [added: 5,478,927] | | | $ | [removed: 5,376,310] [added: 5,066,368] | |
| Total stockholders' equity | | $ | [removed: 4,864,892] [added: 5,608,044] | | | $ | [removed: 5,333,804] [added: 4,864,892] | | | $ | [removed: 5,394,244] [added: 5,333,804] | | | $ | [removed: 5,256,139] [added: 5,394,244] | | | $ | [removed: 5,046,300] [added: 5,256,139] | |
| Gain/(loss) on marketable securities, net (1) (2) | | $ | 594,753 | | | $ | 829 | | | $ | (3,487 | ) | | $ | \- | | | $ | \- | |
| | (1) | Amounts exclude noncontrolling interests. |
| | (2) | On January 1, 2018, the Company adopted ASU 2016-01, _Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities_ (“ASU 2016-01”). In accordance with the adoption of ASU 2016-01, the Company recognizes changes in the fair value of equity investments with readily determinable fair values in net income. Previously, changes in fair value of the Company’s available-for-sale marketable securities were recognized in accumulated other comprehensive income. |
| Net income | | $ | 413,561 | | | $ | 498,463 | | | $ | 439,671 | | | $ | 386,138 | | | $ | 900,143 | |
| Income from continuing operations: | | | | | | | | | | | | | | | | | | | | |
| Basic | | $ | 0.80 | | | $ | 1.02 | | | $ | 0.87 | | | $ | 0.79 | | | $ | 2.01 | |
| Diluted | | $ | 0.80 | | | $ | 1.02 | | | $ | 0.87 | | | $ | 0.79 | | | $ | 2.00 | |
| | (1) | Does not include amounts reflected in discontinued operations. |
| | (2) | Amounts exclude noncontrolling interests and amounts reflected in discontinued operations. |
Item 9A. Controls and Procedures
4 rewritten, 0 added, 0 removed, 6 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of December 31, [removed: 2019.][added: 2020.]
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, [removed: 2019,] [added: 2020,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Based on our evaluation under the framework in _Internal Control_ _\-_ _Integrated Framework_ _(__2013__)_, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 3 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Corporate Governance,” “Committees of the Board of Directors,” “Executive Officers” and “Other Matters” in our definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on April [removed: 28, 2020] [added: 27, 2021] (“Proxy Statement”).
Item 15. Exhibits and Financial Statement Schedules
11 rewritten, 0 added, 1 removed, 19 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
| | [Report of Independent Registered Public Accounting [removed: Firm](#actfirmrpt)] [added: Firm](#reportaccountfirm)] | | [removed: 43] [added: [50](#reportaccountfirm)] |
| | [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#balsheet)] [added: 2019](#balsheets)] | | [removed: 44] [added: [52](#balsheets)] |
| | [Consolidated Statements of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#operations)] [added: 2018](#stateofincome)] | | [removed: 45] [added: [53](#stateofincome)] |
| | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#compincome)] [added: 2018](#stateofcompincome)] | | [removed: 46] [added: [54](#stateofcompincome)] |
| | [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#equity)] [added: 2018](#statechangesequity)] | | [removed: 47] [added: [55](#statechangesequity)] |
| | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#cashflow)] [added: 2018](#statecashflows)] | | [removed: 48] [added: [56](#statecashflows)] |
| | [Notes to Consolidated Financial [removed: Statements](#notes)] [added: Statements](#finnotes)] | | [removed: 49] [added: [57](#finnotes)] |
| | Schedule II - | [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sch2)] [added: 2018](#scheduleii)] | [removed: 88] [added: [96](#scheduleii)] |
| | Schedule III - | [Real Estate and Accumulated Depreciation as of December 31, [removed: 2019](#scthree)] [added: 2020](#sched3)] | [removed: 89] [added: [97](#sched3)] |
| | Schedule IV - | [Mortgage Loans on Real Estate as of December 31, [removed: 2019](#sch4)] [added: 2020](#sched4)] | [removed: 90] [added: [99](#sched4)] |
| | [The exhibits listed on the accompanying Index to Exhibits are filed as part of this [removed: report.](#index)] [added: report.](#exhibitindex)] | | [removed: 39] [added: [46](#exhibitindex)] |
| | | | |
Item 16. Form 10-K Summary
32 rewritten, 14 added, 5 removed, 58 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
[removed: INDEX] [added: [](# "exhibitindex")INDEX] TO EXHIBITS
| 4.10 | [Description of [removed: Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/879101/000143774920003500/ex_173710.htm)] [added: Securities](http://www.sec.gov/Archives/edgar/data/879101/000143774920003500/ex_173710.htm)] | [removed: —] [added: 10-K] | [removed: —] [added: 1-10899] | [removed: —] [added: 02/25/20] | [removed: —] [added: 4.10] | [removed: *] | |
| [removed: 10.5] [added: 10.4] | [Kimco Realty Corporation Executive Severance Plan, dated March 15, 2010](http://www.sec.gov/Archives/edgar/data/879101/000139843210000184/exh10_5.htm) | 8-K | 1-10899 | 03/19/10 | 10.5 | | |
| [removed: 10.6] [added: 10.5] | [Restated Kimco Realty Corporation 2010 Equity Participation Plan](http://www.sec.gov/Archives/edgar/data/879101/000143774917003269/ex10-6.htm) | 10-K | 1-10899 | 02/27/17 | 10.6 | | |
| [removed: 10.7] [added: 10.6] | [Amendment No. 1 to the Kimco Realty Corporation 2010 Equity Participation Plan](http://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_105684.htm) | 10-K | 1-10899 | 02/23/18 | 10.7 | | |
| [removed: 10.8] [added: 10.7] | [Form of Performance Share Award Grant Notice and Performance Share Award Agreement](http://www.sec.gov/Archives/edgar/data/879101/000139843210000184/exh10_8.htm) | 8-K | 1-10899 | 03/19/10 | 10.8 | | |
| [removed: 10.9] [added: 10.8] | [First Amendment to the Kimco Realty Corporation Executive Severance Plan, dated March 20, 2012](http://www.sec.gov/Archives/edgar/data/879101/000143774912004817/ex10-3.htm) | 10-Q | 1-10899 | 05/10/12 | 10.3 | | |
| [removed: 10.10] [added: 10.9] | [removed: [$1.75 Billion Amended] [added: [Amended] and Restated Credit Agreement, dated [removed: March 17, 2014,] [added: as of February 27, 2020,] among Kimco Realty Corporation, the subsidiaries of Kimco [removed: party] [added: from time to time parties] thereto, the [removed: lenders] [added: several banks, financial institutions and other entities from time to time] party [removed: thereto,] [added: thereto] and JPMorgan Chase Bank, N.A., as administrative [removed: agent](http://www.sec.gov/Archives/edgar/data/879101/000139843214000102/ex10-1.htm)] [added: agent for the Lenders thereunder](http://www.sec.gov/Archives/edgar/data/879101/000143774920003979/ex_174662.htm)] | 8-K | 1-10899 | [removed: 03/20/14] [added: 03/02/20] | 10.1 | | |
| 10.11 | [removed: [$2.25 Billion Amended and Restated Credit] [added: [Credit] Agreement, dated [removed: February] [added: April] 1, [removed: 2017,] [added: 2020,] among Kimco Realty [removed: Corporation, the subsidiaries] [added: Corporation and each] of [removed: Kimco party thereto,] the [removed: lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/879101/000139843217000023/exh10_1.htm)] [added: parties named therein](http://www.sec.gov/Archives/edgar/data/879101/000143774920017012/ex_194696.htm)] | [removed: 8-K] [added: 10-Q] | 1-10899 | [removed: 02/02/17] [added: 08/07/20] | 10.1 | | |
| 10.12 | [removed: [Credit] [added: [Amendment No.1 to Credit] Agreement, dated [removed: January 30, 2015,] [added: April 20, 2020,] among Kimco Realty Corporation and each of the parties named [removed: therein](http://www.sec.gov/Archives/edgar/data/879101/000139843215000043/exh10_1.htm)] [added: therein.](http://www.sec.gov/Archives/edgar/data/879101/000143774920017012/ex_194763.htm)] | [removed: 8-K] [added: 10-Q] | 1-10899 | [removed: 02/05/15] [added: 08/07/20] | [removed: 10.1] [added: 10.2] | | |
| 21.1 | [Significant Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/879101/000143774920003500/ex_171294.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/879101/000143774921003766/ex_224897.htm)] | — | — | — | — | * | |
| 23.1 | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/879101/000143774920003500/ex_171471.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/879101/000143774921003766/ex_224898.htm)] | — | — | — | — | * | |
| 31.1 | [Certification of the Company’s Chief Executive Officer, Conor C. Flynn, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774920003500/ex_171291.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774921003766/ex_224899.htm)] | — | — | — | — | * | |
| 31.2 | [Certification of the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774920003500/ex_171292.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774921003766/ex_224900.htm)] | — | — | — | — | * | |
| 32.1 | [Certification of the Company’s Chief Executive Officer, Conor C. Flynn, and the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774920003500/ex_171293.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774921003766/ex_224901.htm)] | — | — | — | — | | |
| 99.1 | [Property [removed: Chart](https://www.sec.gov/Archives/edgar/data/879101/000143774920003500/ex_171478.htm)] [added: Chart](https://www.sec.gov/Archives/edgar/data/879101/000143774921003766/ex_225158.htm)] | — | — | — | — | * | |
| 101.SCH | [added: Inline] XBRL Taxonomy Extension Schema [added: Document] | — | — | — | — | * | |
| 101.CAL | [added: Inline] XBRL Taxonomy Extension Calculation Linkbase [added: Document] | — | — | — | — | * | |
| 101.DEF | [added: Inline] XBRL Taxonomy Extension Definition Linkbase [added: Document] | — | — | — | — | * | |
| 101.LAB | [added: Inline] XBRL Taxonomy Extension Label Linkbase [added: Document] | — | — | — | — | * | |
| 101.PRE | [added: Inline] XBRL Taxonomy Extension Presentation Linkbase [added: Document] | — | — | — | — | * | |
| [removed: | KIMCO REALTY CORPORATION By:] /s/ Conor C. Flynn [removed: Conor C. Flynn] [added: | |] Chief Executive Officer [added: and Director] | [added: February 23, 2021 |]
Dated: February [removed: 25, 2020][added: 23, 2021]
| /s/ Milton Cooper | | Executive Chairman of the Board of Directors | February [removed: 25, 2020] [added: 23, 2021] |
| /s/ Frank Lourenso | | Director | February [removed: 25, 2020] [added: 23, 2021] |
| /s/ Richard Saltzman | | Director | February [removed: 25, 2020] [added: 23, 2021] |
| /s/ Philip Coviello | | Director | February [removed: 25, 2020] [added: 23, 2021] |
| /s/ Colombe Nicholas | | Director | February [removed: 25, 2020] [added: 23, 2021] |
| /s/ Mary Hogan Preusse | | Director | February [removed: 25, 2020] [added: 23, 2021] |
| /s/ Valerie Richardson | | Director | February [removed: 25, 2020] [added: 23, 2021] |
| /s/ Glenn G. Cohen | | Executive Vice President - | February [removed: 25, 2020] [added: 23, 2021] |
| /s/ Paul Westbrook | | Vice President - | February [removed: 25, 2020] [added: 23, 2021] |
| 10.10 | [Kimco Realty Corporation 2020 Equity Participation Plan](http://www.sec.gov/Archives/edgar/data/879101/000120677420000839/kim3674811-def14a.htm#ANNEXB68) | DEF 14A | 1-10899 | 03/18/20 | Annex B | | |
| 10.13 | [Amendment No.2 to Credit Agreement, dated April 24, 2020, among Kimco Realty Corporation and each of the parties named therein.](http://www.sec.gov/Archives/edgar/data/879101/000143774920017012/ex_194764.htm) | 10-Q | 1-10899 | 08/07/20 | 10.3 | | |
| 10.14 | [Form of Kimco Realty Corporation 2020 Equity Participation Plan Performance Share Award Grant Notice and Performance Share Award Agreement.](http://www.sec.gov/Archives/edgar/data/879101/000143774920017012/ex_195425.htm) | 10-Q | 1-10899 | 08/07/20 | 10.4 | | |
| 10.15 | [Form of Kimco Realty Corporation 2020 Equity Participation Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement.](http://www.sec.gov/Archives/edgar/data/879101/000143774920017012/ex_195426.htm) | 10-Q | 1-10899 | 08/07/20 | 10.5 | | |
| | KIMCO REALTY CORPORATION | | |
| | By: | /s/ Conor C. Flynn | |
| | Conor C. Flynn | | |
| | Chief Executive Officer | | |
| --- | --- | --- | --- |
| | | | |
| /s/ Henry Moniz | | Director | February 23, 2021 |
| Henry Moniz | | | |
| | | | |
| | | | |
| 10.4 | [Agency Agreement, dated July 17, 2013, by and among Kimco North Trust III, Kimco Realty Corporation and Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc. and National Bank Financial Inc.](http://www.sec.gov/Archives/edgar/data/879101/000139843213000558/ex99-1.htm) | 10-Q | 1-10899 | 08/02/13 | 99.1 | | |
| 10.13 | [Consulting Agreement, dated June 11, 2015, between Kimco Realty Corporation and David B. Henry](http://www.sec.gov/Archives/edgar/data/879101/000139843215000274/exh10_01.htm) | 8-K | 1-10899 | 06/12/15 | 10.1 | | |
| | | | | | | | |
| --- | --- |
| /s/ Conor C. Flynn | | Chief Executive Officer and Director | February 25, 2020 |
Item 8. , ITEM 15 (a) (1) and (2)
815 rewritten, 582 added, 594 removed, 840 unchanged
Read the full itemFY2020 item · filed February 23, 2021FY2019 item · filed February 25, 2020
| [Report of Independent Registered Public Accounting [removed: Firm](#actfirmrpt)] [added: Firm](#reportaccountfirm)] | | [removed: 43] [added: [50](#reportaccountfirm)] |
| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#balsheet)] [added: 2019](#balsheets)] | | [removed: 44] [added: [52](#balsheets)] |
| [Consolidated Statements of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#operations)] [added: 2018](#stateofincome)] | | [removed: 45] [added: [53](#stateofincome)] |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#compincome)] [added: 2018](#stateofcompincome)] | | [removed: 46] [added: [54](#stateofcompincome)] |
| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#equity)] [added: 2018](#statechangesequity)] | | [removed: 47] [added: [55](#statechangesequity)] |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#cashflow)] [added: 2018](#statecashflows)] | | [removed: 48] [added: [56](#statecashflows)] |
| [Notes to Consolidated Financial [removed: Statements](#notes)] [added: Statements](#finnotes)] | | [removed: 49] [added: [57](#finnotes)] |
| II. | [Valuation and Qualifying Accounts years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sch2)] [added: 2018](#scheduleii)] | [removed: 88] [added: [96](#scheduleii)] |
| III. | [Real Estate and Accumulated Depreciation as of December 31, [removed: 2019](#scthree)] [added: 2020](#sched3)] | [removed: 89] [added: [97](#sched3)] |
| IV. | [Mortgage Loans on Real Estate as of December 31, [removed: 2019](#sch4)] [added: 2020](#sched4)] | [removed: 90] [added: [99](#sched4)] |
[removed: Report] [added: [](# "reportaccountfirm")Report] of Independent Registered Public Accounting Firm
We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1), and the financial statement schedules listed in the index appearing under Item 15(a)(2), of Kimco Realty Corporation and its subsidiaries [added: (the “Company”)] (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in [removed: _Internal] [added: Internal] Control - Integrated [removed: Framework_] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in [removed: _Internal] [added: Internal] Control - Integrated [removed: Framework_] [added: Framework] (2013) issued by the COSO.
[removed: _Basis] [added: _Basis] for [removed: Opinions_][added: Opinions_]
[removed: _Definition] [added: _Definition] and Limitations of Internal Control over Financial [removed: Reporting_][added: Reporting_]
[removed: _Critical] [added: _Critical] Audit [removed: Matters_][added: Matters_]
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
[removed: As described in Notes 1, 6 and 15 to the consolidated financial statements,] [added: On a continuous basis,] management [removed: continuously] assesses whether there are [removed: any] indicators, including property operating performance, changes in anticipated holding period, [added: and] general market conditions, [removed: and delays of development,] that the value of the Company’s real estate [removed: assets] [added: properties] may be impaired.
To the extent [removed: management determines an] impairment has occurred, the [removed: carrying value] [added: loss will be measured as the excess] of the [removed: asset would be adjusted to an] [added: carrying] amount [removed: to reflect] [added: of] the [added: investment over the] estimated fair value of the [removed: asset.][added: investment.]
[removed: Management estimates] [added: The Company’s estimated] fair values [added: of these properties were] primarily based upon estimated sales prices from [added: (i)] signed contracts or letters of intent from [removed: third parties,] [added: _third_\-party offers or (ii)] discounted cash flow [removed: models, or third party appraisals.][added: models.]
[removed: Management’s estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period, capitalization] [added: Capitalization] rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates.
The principal considerations for our determination that performing procedures relating to the [added: analysis of real estate properties for indicators of] impairment of property carrying values is a critical audit matter are (i) [removed: there was] [added: the] significant judgment [removed: used] by management [removed: when developing the discount rates and capitalization rates used in the discounted cash flow models] to [removed: determine the fair value measurement] [added: identify indicators of impairment] related to [removed: the real estate impairment assessment, which] [added: property operating performance, changes] in [removed: turn] [added: anticipated holding period, and general market conditions which] led to [added: (ii)] a high degree of auditor [removed: judgment] [added: judgment, subjectivity,] and [removed: subjectivity] [added: effort] in [removed: applying audit] [added: performing] procedures [removed: related to the evaluation of discount] and [removed: capitalization rates, (ii) significant audit effort was necessary in] evaluating [removed: the discount rates and capitalization rates and discounted cash flow models used to estimate the fair value of certain properties, and (iii) the] audit [removed: effort involved the use] [added: evidence related to management’s determination] of [removed: professionals with specialized skill and knowledge] [added: impairment indicators related] to [removed: assist] [added: property operating performance, changes] in [removed: evaluating the audit evidence obtained from these procedures.][added: anticipated holding period, and general market conditions.]
We have [added: served as the Company’s auditor since at least 1991.We have] not been able to determine the specific year we began serving as auditor of the Company.
[removed: KIMCO] [added: [](# "balsheets")KIMCO] REALTY CORPORATION AND SUBSIDIARIES
| | | December 31, [removed: 2019] [added: 2020] | | | | December 31, [removed: 2018] [added: 2019] | | |
| Land | | $ | [removed: 2,788,155] [added: 2,781,888] | | | $ | [removed: 2,822,691] [added: 2,788,155] | |
| Building and improvements | | | [removed: 8,920,951] [added: 9,281,267] | | | | [removed: 8,813,115] [added: 8,920,951] | |
| Real estate | | | [removed: 11,709,106] [added: 12,063,155] | | | | [removed: 11,635,806] [added: 11,709,106] | |
| Less: accumulated depreciation and amortization | | | [removed: (2,500,053] [added: (2,717,114] | ) | | | [removed: (2,385,287] [added: (2,500,053] | ) |
| Total real estate, net | | | [removed: 9,209,053] [added: 9,346,041] | | | | [removed: 9,250,519] [added: 9,209,053] | |
| Real estate under development | | | [removed: 220,170] [added: 5,672] | | | | [removed: 241,384] [added: 220,170] | |
| Investments in and advances to real estate joint ventures | | | [removed: 578,118] [added: 590,694] | | | | [removed: 570,922] [added: 578,118] | |
| Other real estate investments | | | [removed: 194,400] [added: 117,140] | | | | [removed: 192,123] [added: 194,400] | |
| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | | 123,947 | | | | 143,581 | | [added: | | 238,513 | |]
| Accounts and notes receivable, net | | | [removed: 218,689] [added: 219,248] | | | | [removed: 184,528] [added: 218,689] | |
| Deferred charges and prepaid expenses | | | [removed: 150,330] [added: 135,967] | | | | [removed: 156,155] [added: 150,330] | |
| Operating lease right-of-use assets, net | | | [removed: 99,125] [added: 102,369] | | | | [removed: \-] [added: 99,125] | |
_Analysis of Real Estate Properties for Indicators of Impairment_
As described in Notes 1 and 6 to the consolidated financial statements, the net carrying value of the Company’s real estate, net was $9.3 billion.
These procedures included testing the effectiveness of controls relating to management’s analysis of real estate properties for indicators of impairment.
These procedures also included, among others (i) testing management’s process for identifying real estate properties for indicators of impairment, (ii) evaluating the appropriateness of management’s undiscounted cash flow analysis, (iii) testing the underlying data used in the analysis, and (iv) evaluating the reasonableness of management’s determination of impairment indicators related to property operating performance, changes in anticipated holding period, and general market conditions.
Evaluating the reasonableness of management’s determination of impairment indicators included (i) evaluating property operating performance and management’s intent with respect to holding or disposing of properties, (ii) evaluating the consistency of the sales prices utilized by management with external market and industry data, and (iii) assessing management’s considerations of general market conditions.
_Estimate of Collectability of Accounts Receivable, Including the Corresponding Straight-Line Rent Receivable_
As described in Notes 1 and 11 to the consolidated financial statements, the Company's accounts receivable and notes receivable, net of $219.2 million as of December 31, 2020, including the corresponding straight- line rent receivable, was reduced by $81.0 million during the year associated with potentially uncollectible receivables, which included $15.2 million for straight-line rent receivables.
The Company’s analysis of its accounts receivable included (i) customer credit worthiness, (ii) assessment of risk associated with the tenant, and (iii) current economic trends.
This analysis also recognizes a general reserve, as a reduction to revenues from rental properties, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company’s historical and current collection experience and the potential for settlement of arrears.
The principal considerations for our determination that performing procedures relating to the estimate of the collectability of accounts receivable, including the corresponding straight-line rent receivable, is a critical audit matter is (i) the significant judgment by management when determining the estimate of collectability of accounts receivable, including the corresponding straight-line rent receivable, which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s analysis of the customer credit worthiness, risk associated with the tenant, and current economic trends.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to the estimate of collectability of accounts receivable, including the corresponding straight-line rent receivable.
These procedures also included, among others (i) testing management’s process for determining the estimate of the collectability of accounts receivable, including the corresponding straight-line rent receivables, (ii) evaluating the appropriateness of the method, (iii) evaluating the reasonableness of the customer credit worthiness, risk associated with the tenant, and current economic trends used by management when evaluating the probability of the collection of the lessee’s total accounts receivable, including the corresponding straight-line rent receivable, and (iv) testing the underlying data used in the estimate.
Evaluating the reasonableness of the customer credit worthiness, risk associated with the tenant, and current economic trends involved evaluating whether they were reasonable considering (i) the current and past performance of the tenant and the customer credit; and (ii) the consistency with external market and industry data.
February 23, 2021
| Cash and cash equivalents | | | 293,188 | | | | 123,947 | |
| Marketable securities | | | 706,954 | | | | 9,353 | |
| Other assets | | | 97,225 | | | | 194,682 | |
| Other income, net | | | 4,119 | | | | 10,985 | | | | 16,528 | |
| Gain/(loss) on marketable securities, net | | | 594,753 | | | | 829 | | | | (3,487 | ) |
| Gain on sale of cost method investment | | | 190,832 | | | | \- | | | | \- | |
| Net income | | | 1,000,833 | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | 1,000,833 | | | | 2,044 | | | | 1,002,877 | |
| Surrender of restricted common stock | | | \- | | | | \- | | | | \- | | | | \- | | | | (303 | ) | | | (3 | ) | | | (5,392 | ) | | | (5,395 | ) | | | \- | | | | (5,395 | ) |
| Acquisition of noncontrolling interests | | | \- | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | (19,348 | ) | | | (19,348 | ) | | | (1,271 | ) | | | (20,619 | ) |
| Adjustment of redeemable noncontrolling interests to estimated fair value | | | \- | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | 2,160 | | | | 2,160 | | | | \- | | | | 2,160 | |
| Balance, December 31, 2020 | | $ | (162,812 | ) | | $ | \- | | | | 20 | | | $ | 20 | | | | 432,519 | | | $ | 4,325 | | | $ | 5,766,511 | | | $ | 5,608,044 | | | $ | 62,210 | | | $ | 5,670,254 | |
| (Gain)/loss on marketable securities, net | | | (594,753 | ) | | | (829 | ) | | | 3,487 | |
| Gain on sale of cost method investment | | | (190,832 | ) | | | \- | | | | \- | |
| Proceeds from sale of cost method investment | | | 227,270 | | | | \- | | | | \- | |
| Proceeds from issuance of unsecured term loan | | | 590,000 | | | | \- | | | | \- | |
| Repayments of unsecured term loan | | | (590,000 | ) | | | \- | | | | \- | |
Coronavirus Disease _2019_ ("COVID-_19"_) Pandemic
The COVID-_19_ pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide and has caused significant volatility in U.S. and international debt and equity markets.
The impact of COVID-_19_ on the retail industry for both landlords and tenants has been wide ranging, including, but _not_ limited to, the temporary closures of many businesses, "shelter in place" orders, social distancing guidelines and other governmental, business and individual actions taken in response to the COVID-_19_ pandemic.
There has also been reduced consumer spending due to job losses, government restrictions in response to COVID-_19_ and other effects attributable to COVID-_19._
The COVID-_19_ pandemic has created significant economic uncertainty and volatility and has considerably impacted the Company’s stakeholders.
The COVID-_19_ pandemic has impacted the Company's financial condition, results of operations and cash flows since its onset.
The extent to which the COVID-_19_ pandemic will continue to impact the Company’s financial condition, results of operations and cash flows, will depend on future developments, which continue to be highly uncertain and difficult to predict.
The Company’s business, operations and financial results will depend on numerous evolving factors that the Company is _not_ able to predict, including the duration and scope of the pandemic, governmental, business and individual actions that have been and continue to be, taken in response to the pandemic, the distribution and effectiveness of vaccines, the impact on economic activity from the pandemic and actions taken in response, the effect on the Company’s tenants and their businesses, the ability of tenants to make their rental payments, additional closures of tenants’ businesses and the impact of opening and reclosing of communities in response to COVID-_19._ Any of these events could materially adversely impact the Company’s business, financial condition, results of operations or stock price.
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.
_Impairment of Property Carrying Values_
The consolidated real estate balance, net of accumulated depreciation and amortization, was $9.2 billion as of December 31, 2019, with $48.7 million of impairment recorded for the year.
These procedures included testing the effectiveness of controls relating to the impairment of property carrying values, including controls over the development of significant inputs and assumptions used to determine the fair value of the properties.
These procedures included, among others, evaluating the discounted cash flow model, testing the completeness, accuracy and relevance of significant inputs, and evaluating the assumptions used by management when developing the fair value measurement, including the discount rates and capitalization rates.
Evaluating the discount rate and capitalization rate assumptions involved evaluating whether the assumptions were reasonable considering comparable market data, including consideration of geography and quality of the property.
Professionals with specialized skill and knowledge were used, as applicable, to assist in evaluating the reasonableness of certain significant assumptions used in the Company’s cash flow projections, including the discount rates and capitalization rates.
February 25, 2020
We have served as the Company’s auditor since at least 1991.
| Other assets | | | 204,035 | | | | 259,888 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Other income, net | | | 11,814 | | | | 13,041 | | | | 2,559 | |
| Change in unrealized gains/losses related to available-for-sale securities | | | \- | | | | \- | | | | (1,542 | ) |
| | | Cumulative | | | | Accumulated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Distributions in | | | | Other | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | |
| Balance, January 1, 2017 | | $ | (676,867 | ) | | $ | 5,766 | | | | 32 | | | $ | 32 | | | | 425,034 | | | $ | 4,250 | | | $ | 5,922,958 | | | $ | 5,256,139 | | | $ | 146,735 | | | $ | 5,402,874 | |
| Net income | | | 426,075 | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | 426,075 | | | | 13,596 | | | | 439,671 | |
| Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in unrealized gains/losses on marketable securities | | | \- | | | | (1,542 | ) | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | (1,542 | ) | | | \- | | | | (1,542 | ) |
| Change in unrealized value on interest rate swaps | | | \- | | | | 631 | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | 631 | | | | \- | | | | 631 | |
| Change in foreign currency translation adjustments | | | \- | | | | (6,335 | ) | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | (6,335 | ) | | | \- | | | | (6,335 | ) |
| Issuance of preferred stock | | | \- | | | | \- | | | | 18 | | | | 18 | | | | \- | | | | \- | | | | 439,401 | | | | 439,419 | | | | \- | | | | 439,419 | |
| Surrender of restricted stock | | | \- | | | | \- | | | | \- | | | | \- | | | | (248 | ) | | | (2 | ) | | | (5,697 | ) | | | (5,699 | ) | | | \- | | | | (5,699 | ) |
| Redemption/conversion of noncontrolling interests | | | \- | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | 592 | | | | 592 | | | | (66,013 | ) | | | (65,421 | ) |
| Balance, December 31, 2017 | | | (761,337 | ) | | | (1,480 | ) | | | 41 | | | | 41 | | | | 425,646 | | | | 4,256 | | | | 6,152,764 | | | | 5,394,244 | | | | 127,903 | | | | 5,522,147 | |
| Impact of change in accounting principles | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ASU 2017-05 (1) | | | 8,098 | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | 8,098 | | | | \- | | | | 8,098 | |
| ASU 2016-01 (1) | | | (1,136 | ) | | | 1,136 | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | |
| Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | (1) | Represents the impact of change in accounting principles for its respective Accounting Standard Updates ("ASU"). See Footnote 1 of the Notes to the Consolidated Financial Statements for additional disclosure. |
| Deferred taxes | | | \- | | | | \- | | | | 807 | |
| Gain on change in control of joint venture interests | | | \- | | | | \- | | | | (71,160 | ) |
| Change in Canadian withholding tax receivable | | | \- | | | | \- | | | | 12,996 | |
| Redemption of preferred stock | | | (575,000 | ) | | | \- | | | | (225,000 | ) |
| Cash and cash equivalents, beginning of year | | | 143,581 | | | | 238,513 | | | | 142,486 | |
_49_
| --- | --- | --- | --- | --- |
_50_
To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each joint venture that includes all estimated cash inflows and outflows over a specified holding period.
Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.
An excerpt. Shown here: 40 of 815 rewritten, 40 of 582 added and 40 of 594 removed. The counts are complete. For every sentence, read Item 8. , ITEM 15 (a) (1) and (2) in the FY2020 filing and the FY2019 filing.