Item 8. , ITEM 15 (a) (1) and (2)

INDEX TO FINANCIAL STATEMENTS

AND

FINANCIAL STATEMENT SCHEDULES

		Form 10-K Page
KIMCO REALTY CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)		52
Consolidated Financial Statements and Financial Statement Schedules:
Consolidated Balance Sheets as of December 31, 2022 and 2021		54
Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020		55
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020		56
Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020		57
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020		58
Notes to Consolidated Financial Statements		59
Financial Statement Schedules:
II.	Valuation and Qualifying Accounts for the years ended December 31, 2022, 2021 and 2020	101
III.	Real Estate and Accumulated Depreciation as of December 31, 2022	102
IV.	Mortgage Loans on Real Estate as of December 31, 2022	104

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Kimco Realty Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

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 (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, 2022, based on criteria established in Internal Control - Integrated 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 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, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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 $15.0 billion. On a continuous basis, management assesses whether there are indicators, including property operating performance, changes in anticipated holding period, and general market conditions, that the value of the Company’s real estate properties may be impaired. An impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time, the property is written-down to its estimated fair value.

The principal considerations for our determination that performing procedures relating to the analysis of real estate properties for indicators of impairment of property carrying values is a critical audit matter are (i) the significant judgment by management to identify indicators of impairment related to property operating performance, changes in anticipated holding period, and general market conditions which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s determination of impairment indicators related to property operating performance, changes in anticipated holding period, and general market conditions.

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 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.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 24, 2023

We have 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.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

		December 31, 2022				December 31, 2021
Assets:
Real estate:
Land		$	4,124,542			$	3,984,447
Building and improvements			14,332,700				14,067,824
Real estate			18,457,242				18,052,271
Less: accumulated depreciation and amortization			(3,417,414	)			(3,010,699	)
Total real estate, net			15,039,828				15,041,572
Investments in and advances to real estate joint ventures			1,091,551				1,006,899
Other investments			107,581				122,015
Cash and cash equivalents			149,829				334,663
Marketable securities			597,732				1,211,739
Accounts and notes receivable, net			304,226				254,677
Deferred charges and prepaid expenses			147,863				144,461
Operating lease right-of-use assets, net			133,733				147,458
Other assets			253,779				195,715
Total assets (1)		$	17,826,122			$	18,459,199
Liabilities:
Notes payable, net		$	6,780,969			$	7,027,050
Mortgages payable, net			376,917				448,652
Accounts payable and accrued expenses			207,815				220,308
Dividends payable			5,326				5,366
Operating lease liabilities			113,679				123,779
Other liabilities			601,574				510,382
Total liabilities (2)			8,086,280				8,335,537
Redeemable noncontrolling interests			92,933				13,480
Commitments and contingencies (Footnote 22)
Stockholders' equity:
Preferred stock, $1.00 par value, authorized 7,054,000 shares; issued and outstanding (in series) 19,435 and 19,580 shares, respectively; aggregate liquidation preference $485,868 and $489,500, respectively			19				20
Common stock, $.01 par value, authorized 750,000,000 shares; issued and outstanding 618,483,565 and 616,658,593 shares, respectively			6,185				6,167
Paid-in capital			9,618,271				9,591,871
(Cumulative distributions in excess of net income)/retained earnings			(119,548	)			299,115
Accumulated other comprehensive income			10,581				2,216
Total stockholders' equity			9,515,508				9,899,389
Noncontrolling interests			131,401				210,793
Total equity			9,646,909				10,110,182
Total liabilities and equity		$	17,826,122			$	18,459,199

(1)	Includes restricted assets of consolidated variable interest entities (“VIEs”) at December 31, 2022 and December 31, 2021 of $436,605 and $227,858, respectively. See Footnote 17 of the Notes to Consolidated Financial Statements.

(2)	Includes non-recourse liabilities of consolidated VIEs at December 31, 2022 and December 31, 2021 of $199,132 and $153,924, respectively. See Footnote 17 of the Notes to Consolidated Financial Statements.

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

		Year Ended December 31,
		2022				2021				2020
Revenues
Revenues from rental properties, net		$	1,710,848			$	1,349,702			$	1,044,888
Management and other fee income			16,836				14,883				13,005
Total revenues			1,727,684				1,364,585				1,057,893
Operating expenses
Rent			(15,811	)			(13,773	)			(11,270	)
Real estate taxes			(224,729	)			(181,256	)			(157,661	)
Operating and maintenance			(290,367	)			(222,882	)			(174,038	)
General and administrative			(119,534	)			(104,121	)			(93,217	)
Impairment charges			(21,958	)			(3,597	)			(6,624	)
Merger charges			-				(50,191	)			-
Depreciation and amortization			(505,000	)			(395,320	)			(288,955	)
Total operating expenses			(1,177,399	)			(971,140	)			(731,765	)
Gain on sale of properties			15,179				30,841				6,484
Operating income			565,464				424,286				332,612
Other income/(expense)
Other income, net			28,829				19,810				4,119
(Loss)/gain on marketable securities, net			(315,508	)			505,163				594,753
Gain on sale of cost method investment			-				-				190,832
Interest expense			(226,823	)			(204,133	)			(186,904	)
Early extinguishment of debt charges			(7,658	)			-				(7,538	)
Income before income taxes, net, equity in income of joint ventures, net, and equity in income from other investments, net			44,304				745,126				927,874
Provision for income taxes, net			(56,654	)			(3,380	)			(978	)
Equity in income of joint ventures, net			109,481				84,778				47,353
Equity in income of other investments, net			17,403				23,172				28,628
Net income			114,534				849,696				1,002,877
Net loss/(income) attributable to noncontrolling interests			11,442				(5,637	)			(2,044	)
Net income attributable to the Company			125,976				844,059				1,000,833
Preferred dividends			(25,218	)			(25,416	)			(25,416	)
Net income available to the Company's common shareholders		$	100,758			$	818,643			$	975,417
Per common share:
Net income available to the Company's common shareholders:
-Basic		$	0.16			$	1.61			$	2.26
-Diluted		$	0.16			$	1.60			$	2.25
Weighted average shares:
-Basic			615,528				506,248				429,950
-Diluted			617,858				511,385				431,633

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

		Year Ended December 31,
		2022				2021				2020
Net income		$	114,534			$	849,696			$	1,002,877
Other comprehensive income:
Change in unrealized gains related to defined benefit plan			8,365				2,216				-
Other comprehensive income			8,365				2,216				-
Comprehensive income			122,899				851,912				1,002,877
Comprehensive loss/(income) attributable to noncontrolling interests			11,442				(5,637	)			(2,044	)
Comprehensive income attributable to the Company		$	134,341			$	846,275			$	1,000,833

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2022, 2021 and 2020

(in thousands)

		(Cumulative Distributions in Excess of Net Income)/ Retained				Accumulated Other Comprehensive				Preferred Stock								Common Stock								Paid-in				Total Stockholders'				Noncontrolling				Total
		Earnings				Income				Issued				Amount				Issued				Amount				Capital				Equity				Interests				Equity
Balance, January 1, 2020		$	(904,679	)		$	-				20			$	20				431,815			$	4,318			$	5,765,233			$	4,864,892			$	64,015			$	4,928,907
Contributions from noncontrolling interests			-				-				-				-				-				-				-				-				149				149
Net income			1,000,833				-				-				-				-				-				-				1,000,833				2,044				1,002,877
Redeemable noncontrolling interests income			-				-				-				-				-				-				-				-				(1,022	)			(1,022	)
Dividends declared to common and preferred shares			(258,966	)			-				-				-				-				-				-				(258,966	)			-				(258,966	)
Distributions to noncontrolling interests			-				-				-				-				-				-				-				-				(1,705	)			(1,705	)
Issuance of common stock			-				-				-				-				944				9				(9	)			-				-				-
Surrender of restricted common stock			-				-				-				-				(303	)			(3	)			(5,392	)			(5,395	)			-				(5,395	)
Exercise of common stock options			-				-				-				-				63				1				980				981				-				981
Amortization of equity awards			-				-				-				-				-				-				22,887				22,887				-				22,887
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
Comprehensive income:
Net income			844,059				-				-				-				-				-				-				844,059				5,637				849,696
Other comprehensive income:
Change in unrealized gains related to defined benefit plan			-				2,216				-				-				-				-				-				2,216				-				2,216
Redeemable noncontrolling interests income			-				-				-				-				-				-				-				-				(751	)			(751	)
Dividends declared to common and preferred shares			(382,132	)			-				-				-				-				-				-				(382,132	)			-				(382,132	)
Distributions to noncontrolling interests			-				-				-				-				-				-				-				-				(28,707	)			(28,707	)
Issuance of common stock, net of issuance costs			-				-				-				-				4,958				50				76,879				76,929				-				76,929
Issuance of common stock for merger (1)			-				-				-				-				179,920				1,799				3,736,936				3,738,735				-				3,738,735
Surrender of common stock for taxes			-				-				-				-				(1,127	)			(11	)			(20,898	)			(20,909	)			-				(20,909	)
Exercise of common stock options			-				-				-				-				316				3				6,057				6,060				-				6,060
Amortization of equity awards			-				-				-				-				-				-				22,543				22,543				-				22,543
Noncontrolling interests assumed from the merger (1)			-				-				-				-				-				-				-				-				177,039				177,039
Redemption/conversion of noncontrolling interests			-				-				-				-				73				1				1,539				1,540				(4,635	)			(3,095	)
Adjustment of redeemable noncontrolling interests to estimated fair value			-				-				-				-				-				-				2,304				2,304				-				2,304
Balance at December 31, 2021			299,115				2,216				20				20				616,659				6,167				9,591,871				9,899,389				210,793				10,110,182
Contributions from noncontrolling interest			-				-				-				-				-				-				-				-				891				891
Net income/(loss)			125,976				-				-				-				-				-				-				125,976				(11,442	)			114,534
Other comprehensive income:
Change in unrealized gains related to defined benefit plan			-				8,365				-				-				-				-				-				8,365				-				8,365
Redeemable noncontrolling interests income			-				-				-				-				-				-				-				-				(1,770	)			(1,770	)
Dividends declared to common and preferred shares			(544,703	)			-				-				-				-				-				-				(544,703	)			-				(544,703	)
Repurchase of preferred stock			64				-				(1	)			(1	)			-				-				(3,505	)			(3,442	)			-				(3,442	)
Distributions to noncontrolling interests			-				-				-				-				-				-				-				-				(65,232	)			(65,232	)
Issuance of common stock, net of issuance costs			-				-				-				-				2,162				22				11,259				11,281				-				11,281
Surrender of restricted common stock			-				-				-				-				(616	)			(6	)			(13,784	)			(13,790	)			-				(13,790	)
Exercise of common stock options			-				-				-				-				206				1				4,231				4,232				-				4,232
Amortization of equity awards			-				-				-				-				-				-				26,602				26,602				-				26,602
Redemption/conversion of noncontrolling interests			-				-				-				-				73				1				1,597				1,598				(1,839	)			(241	)
Balance at December 31, 2022		$	(119,548	)		$	10,581				19			$	19				618,484			$	6,185			$	9,618,271			$	9,515,508			$	131,401			$	9,646,909

	(1)	See Footnotes 1 and 2 of the Notes to Consolidated Financial Statements for further details.

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

		Year Ended December 31,
		2022				2021				2020
Cash flow from operating activities:
Net income		$	114,534			$	849,696			$	1,002,877
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			505,000				395,320				288,955
Impairment charges			21,958				3,597				6,624
Straight-line rental income adjustments, net			(33,794	)			(22,627	)			5,914
Amortization of above-market and below-market leases, net			(13,591	)			(14,843	)			(22,515	)
Amortization of deferred financing costs and fair value debt adjustments, net			(28,631	)			(9,445	)			6,312
Early extinguishment of debt charges			7,658				-				7,538
Equity award expense			26,639				23,150				23,685
Gain on sale of properties			(15,179	)			(30,841	)			(6,484	)
Loss/(gain) on marketable securities, net			315,508				(505,163	)			(594,753	)
Gain on sale of cost method investment			-				-				(190,832	)
Equity in income of joint ventures, net			(109,481	)			(84,778	)			(47,353	)
Equity in income from other investments, net			(17,403	)			(23,172	)			(28,628	)
Distributions from joint ventures and other investments			83,553				91,507				149,022
Change in accounts and notes receivable, net			(9,104	)			4,548				(6,473	)
Change in accounts payable and accrued expenses			37,655				(104,712	)			5,576
Change in other operating assets and liabilities, net			(24,208	)			46,638				(9,552	)
Net cash flow provided by operating activities			861,114				618,875				589,913
Cash flow from investing activities:
Acquisition of operating real estate and other related net assets			(300,772	)			(355,953	)			(12,644	)
Improvements to operating real estate			(193,710	)			(163,699	)			(221,278	)
Improvements to real estate under development			-				-				(22,358	)
Acquisition of Weingarten Realty Investors, net of cash acquired of $56,451			-				(263,973	)			-
Investment in marketable securities			(4,003	)			-				-
Proceeds from sale of marketable securities			302,504				377				931
Investment in cost method investments			(4,524	)			-				-
Proceeds from sale of cost method investment			-				-				227,270
Investments in and advances to real estate joint ventures			(87,301	)			(12,571	)			(15,882	)
Reimbursements of investments in and advances to real estate joint ventures			37,571				47,862				4,499
Investments in and advances to other investments			(17,432	)			(67,090	)			(15,418	)
Reimbursements of investments in and advances to other investments			30,855				64,068				13,435
Investment in mortgage and other financing receivables			(75,063	)			(41,897	)			(25,000	)
Collection of mortgage and other financing receivables			60,306				13,776				177
Proceeds from sale of properties			184,294				302,841				30,545
Proceeds from insurance casualty claims			-				-				2,450
Principal payments from securities held-to-maturity			4,058				-				-
Net cash flow used for investing activities			(63,217	)			(476,259	)			(33,273	)
Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt			(157,928	)			(229,288	)			(158,556	)
Principal payments on rental property debt			(9,808	)			(10,622	)			(10,693	)
Proceeds from mortgage loan financings			19,000				-				-
Proceeds from issuance of unsecured term loan			-				-				590,000
Proceeds from issuance of unsecured notes			1,250,000				500,000				900,000
Repayments from the unsecured revolving credit facility, net			-				-				(200,000	)
Repayments of unsecured term loan			-				-				(590,000	)
Repayments of unsecured notes			(1,449,060	)			-				(484,905	)
Financing origination costs			(20,326	)			(8,197	)			(18,040	)
Payment of early extinguishment of debt charges			(6,955	)			-				(7,538	)
Contributions from noncontrolling interests			891				-				149
Redemption/distribution of noncontrolling interests			(67,453	)			(34,610	)			(23,345	)
Dividends paid			(544,740	)			(382,132	)			(379,874	)
Proceeds from issuance of stock, net			15,513				82,989				981
Repurchase of preferred stock			(3,441	)			-				-
Shares repurchased for employee tax withholding on equity awards			(13,679	)			(20,842	)			(5,379	)
Change in tenants' security deposits			5,255				1,561				(199	)
Net cash flow used for financing activities			(982,731	)			(101,141	)			(387,399	)
Net change in cash, cash equivalents and restricted cash			(184,834	)			41,475				169,241
Cash, cash equivalents and restricted cash, beginning of year			334,663				293,188				123,947
Cash, cash equivalents and restricted cash, end of year		$	149,829			$	334,663			$	293,188
Interest paid during the year including payment of early extinguishment of debt charges of $6,955, $0 and $7,538, respectively (net of capitalized interest of $668, $583 and $13,683, respectively)		$	257,979			$	197,947			$	183,558
Income taxes paid during the year (net of refunds received of $0, $0 and $47, respectively)		$	11,869			$	1,961			$	747

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts relating to the number of buildings, square footage, tenant and occupancy data, joint venture debt and average interest rates and terms on joint venture debt are unaudited.

The terms “Kimco,” the “Company” and “our” each refer to Kimco Realty Corporation and its subsidiaries, unless the context indicates otherwise. In statements regarding qualification as a REIT, such terms refer solely to Kimco Realty Corporation.

1.   Summary of Significant Accounting Policies:

Business and Organization

The Company operates as a Real Estate Investment Trust (“REIT”) and is engaged principally in the ownership, management, development and operation of open-air shopping centers, which are anchored primarily by grocery stores, off-price retailers, discounters or service-oriented tenants. Additionally, the Company provides complementary services that capitalize on the Company’s established retail real estate expertise. The Company evaluates performance on a property specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The Company has elected to be taxed as a REIT for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). The Company is organized and operates in a manner that enables it to qualify as a REIT under the Code.

In January 2023, the Company completed its reorganization into an umbrella partnership real estate investment trust “UPREIT”. See Footnote 29 of the Company’s Consolidated Financial Statements for further discussion.

Weingarten Merger

On August 3, 2021, Weingarten Realty Investors (“Weingarten”) merged with and into the Company, with the Company continuing as the surviving public company (the “Merger”), pursuant to the definitive merger agreement (the “Merger Agreement”) between the Company and Weingarten entered into on April 15, 2021. Under the terms of the Merger Agreement, each Weingarten common share was entitled to 1.408 newly issued shares of the Company’s common stock plus $2.20 in cash, subject to certain adjustments specified in the Merger Agreement. During 2021, the Company incurred merger related expenses of $50.2 million associated with the Merger. These charges are primarily comprised of severance, professional fees and legal fees. See Footnote 2 of the Company’s Consolidated Financial Statements for further details.

Economic Conditions

The economy continues to face several issues including the lack of qualified employees, inflation risk, supply chain issues and new COVID-19 variants, which could impact the Company and its tenants. In response to the rising rate of inflation, the Federal Reserve has steadily increased interest rates, and may continue to increase interest rates, until the rate of inflation begins to decrease. These increases in interest rates could adversely impact the business and financial results of the Company and its tenants. In addition, slower economic growth and the potential for a recession could have an adverse effect on the Company and its tenants. This could negatively affect the overall demand for retail space, including the demand for leasable space in the Company’s properties. As a result, the Company could feel pricing pressure on rents that it is able to charge to new or renewing tenants, such that future rents and rent spreads could be negatively impacted. The Company continues to monitor economic, financial, and social conditions and will assess its asset portfolio for any impairment indicators.

Basis of Presentation

The accompanying Consolidated Financial Statements include the accounts of the Company. The Company’s subsidiaries include subsidiaries which are wholly owned or which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation.

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Use of Estimates

GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and related intangible assets and liabilities, equity method investments, other investments, including the assessment of impairments, as well as, depreciable lives, revenue recognition, and the collectability of trade accounts receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could differ from these estimates.

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated financial statements (see Footnote 29 of the Notes to Consolidated Financial Statements).

Real Estate

Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company periodically assesses the useful lives of its depreciable real estate assets, including those expected to be redeveloped in future periods, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized.

The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business and therefore accounted for as a business combination or if the acquisition transaction should be accounted for as an asset acquisition.  Under Business Combinations (Topic 805), an acquisition does not qualify as a business when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or (ii) the acquisition does not include a substantive process in the form of an acquired workforce or (iii) an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred.

When substantially all of the fair value is not concentrated in a group of similar identifiable assets, the set of assets will generally be considered a business and the Company applies the acquisition method of accounting for business combinations, where all tangible and identifiable intangible assets acquired, and all liabilities assumed are recorded at fair value. In a business combination, the difference, if any, between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. 

In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. The fair value of any tangible real estate assets acquired is determined by valuing the building as if it were vacant, and the fair value is then allocated to land, buildings, and improvements based on available information including replacement cost, appraisal or using net operating income capitalization rates, discounted cash flow analysis or similar fair value models. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates, land values per square foot and other market data. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.  Tangible assets may include land, land improvements, buildings, building improvements and tenant improvements. Intangible assets may include the value of in-place leases and above and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics. 

In allocating the purchase price to identified intangible assets and liabilities of acquired properties, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market lease renewal options, to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions (e.g., expense recapture, base rental changes) measured over a period equal to the estimated remaining term of the lease. The capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the respective leases, which includes the expected renewal option period for below-market leases. Mortgage debt discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument.

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In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based on current market demand. The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off.

The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.

Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:

Buildings and building improvements (in years)			5	to	50
Fixtures, leasehold and tenant improvements (including certain identified intangible assets)			Terms of leases or useful lives, whichever is shorter

The difference between the fair value and the face value of debt assumed, if any, in connection with an acquisition is recorded as a premium or discount and is amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related debt agreements.  The fair value of debt is estimated based upon contractual future cash flows discounted using borrowing spreads and market interest rates that would have been available for debt with similar terms and maturities.

Real estate under development represents the development of open-air shopping center projects, which may include residential and mixed-use components, that the Company plans to hold as long-term investments. These properties are carried at cost. The cost of land and buildings under development includes specifically identifiable costs. Capitalized costs include pre-construction costs essential to the development of the property, construction costs, interest costs, real estate taxes, insurance, legal costs, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost capitalization when the property is held available for occupancy and placed into service. This usually occurs upon substantial completion of all development activity necessary to bring the property to the condition needed for its intended use, but no later than one year from the completion of major construction activity. However, the Company may continue to capitalize costs even though a project is substantially completed if construction is still ongoing at the site. If, in management’s opinion, the current and projected undiscounted cash flows of these assets to be held as long-term investments is less than the net carrying value plus estimated costs to complete the development, the carrying value would be adjusted to an amount that reflects the estimated fair value of the property.

The Company's policy is to classify real estate assets as held-for-sale if the (i) asset is under contract, (ii) the buyer’s deposit is non-refundable, (iii) due diligence has expired and (iv) management believes it is probable that the disposition will occur within one year. When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates the fair value. If the fair value of the asset, less cost to sell, is less than the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property, and the asset is included within Other assets on the Company's Consolidated Balance Sheets. 

On a continuous basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if management’s estimated fair value is less than the net carrying value of the property. The Company’s estimated fair value is primarily based upon (i) estimated sales prices from signed contracts or letters of intent from third-party offers or (ii) discounted cash flow models of the property over its remaining hold period. An impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time, the property is written-down to its estimated fair value. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period. 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. In addition, such cash flow models consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third-party offers.

Investments in Unconsolidated Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not control, these entities. These investments are recorded initially at cost and are subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with each respective investment agreement and where applicable, are based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company’s joint ventures primarily consist of co-investments with institutional and other joint venture partners in open-air shopping center properties, consistent with its core business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses primarily to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk. The Company, on a limited selective basis, has obtained unsecured financing for certain joint ventures. These unsecured financings may be guaranteed by the Company with guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make. As of December 31, 2022, the Company did not guaranty any unsecured joint venture debt.

To recognize the character of distributions from equity investees within its Consolidated Statements of Cash Flows, all distributions received are presumed to be returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed its cumulative equity in earnings recognized by the investor (as adjusted for amortization of basis differences). When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and classified as cash inflows from investing.

In a business combination, the fair value of the Company’s investment in an unconsolidated joint venture is calculated using the fair value of the real estate held by the joint venture, which are valued using similar methods as described in the Company’s Real Estate policy above, offset by the fair value of the debt on the property which is then multiplied by the Company’s equity ownership percentage.

On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period, and, where applicable, any estimated debt premiums. 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.

Other Investments

Other investments primarily consist of preferred equity investments for which the Company provides capital to owners and developers of real estate. The Company typically accounts for its preferred equity investments on the equity method of accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement and based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.

On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s Other investments may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. 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 investment 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.

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Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured up to applicable account limits. Recoverability of investments is dependent upon the performance of the issuers.

Restricted cash is deposits held or restricted for a specific use. The Company had restricted cash totaling $2.9 million and $9.0 million at December 31, 2022 and 2021, respectively, which is included in Cash and cash equivalents on the Company’s Consolidated Balance Sheets. This includes cash equivalents of $6.5 million that is held as collateral for certain letters of credit at December 31, 2021.

Marketable Securities

The Company classifies its marketable equity securities as available-for-sale in accordance with the FASB’s Investments-Debt and Equity Securities guidance. In accordance with ASC Topic 825 Financial Instruments: the Company recognizes changes in the fair value of equity investments with readily determinable fair values in net income.

Other Assets

Mortgage and Other Financing Receivables

Mortgages and other financing receivables consist of loans acquired and loans originated by the Company, which are included within Other assets on the Company’s Consolidated Balance Sheets. Borrowers of these loans are primarily experienced owners, operators or developers of commercial real estate. The Company’s loans are primarily mortgage loans that are collateralized by real estate. Mortgages and other financing receivables are recorded at stated principal amounts, net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable. The Company defers certain loan origination and commitment fees, net of certain origination costs and amortizes them as an adjustment of the loan’s yield over the term of the related loan.

The Company applies Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. The Company adopted this standard using the modified retrospective method for all financial assets measured at amortized cost.

On a quarterly basis, the Company reviews credit quality indicators such as (i) payment status to identify performing versus non-performing loans, (ii) changes affecting the underlying real estate collateral and (iii) national and regional economic factors. The Company has determined that it has one portfolio segment, primarily represented by loans collateralized by real estate, whereby it determines, as needed, reserves for loan losses on an asset-specific basis. The reserve for loan losses reflects management's estimate of loan losses as of the balance sheet date and are included in Other income, net on the Company’s Consolidated Statements of Income. The reserve is increased through loan loss expense and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased.

Interest income on performing loans is accrued as earned. A non-performing loan is placed on non-accrual status when it is probable that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or more past due are placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and interest. Upon the designation of non-accrual status, all unpaid accrued interest is reserved and charged against current income. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on non-performing loans on an accrual basis is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.

Tax Incremental Revenue Bonds

Other assets include Series B tax increment revenue bonds issued by the Sheridan Redevelopment Agency in connection with the development of a project in Sheridan, Colorado which were acquired in connection with the Merger, which mature on December 15, 2039. These Series B bonds have been classified as held to maturity and were recorded at estimated fair value upon the date of the Merger. The fair value estimates of the Company’s held to maturity tax increment revenue bonds are based on discounted cash flow analysis, which are based on the expected future sales tax revenues of the project. This analysis reflects the contractual terms of the bonds, including the period to maturity, and uses observable market-based inputs, such as market discount rates and unobservable market-based inputs, such as future growth and inflation rates. Interest on these bonds is recorded at an effective interest rate while cash payments are received at the contractual interest rate.

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The held to maturity bonds are evaluated for credit losses based on discounted estimated future cash flows. Any future receipts in excess of the amortized basis will be recognized as revenue when received. The credit risk associated with the amortized value of these bonds is deemed as low risk as the bonds are earmarked for repayments from a government entity which are funded through sales and property taxes.

Deferred Leasing Costs

Initial direct leasing costs include commissions paid to third parties, including brokers, leasing and referral agents and internal leasing commissions paid to employees for successful execution of lease agreements. These initial direct leasing costs are capitalized and generally amortized over the term of the related leases using the straight-line method. These direct leasing costs are included in Other assets, on the Company’s Consolidated Balance Sheets and are classified as operating activities on the Company’s Consolidated Statements of Cash Flows.

Internal employee compensation, payroll-related benefits and certain external legal fees are considered indirect costs associated with the execution of lease agreements. These indirect leasing costs are expensed in accordance with ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) and included in General and administrative expense on the Company’s Consolidated Statements of Income.

Software Development Costs

Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-line basis generally over a period of three to ten years. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of payroll costs that can be capitalized with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. These software development costs are included in Other assets on the Company’s Consolidated Balance Sheets.

Deferred Financing Costs

Costs incurred in obtaining long-term financing, included in Notes payable, net and Mortgages payable, net in the accompanying Consolidated Balance Sheets, are amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related debt agreements, as applicable.

Revenue, Trade Accounts Receivable and Gain Recognition

The Company determines the proper amount of revenue to be recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“Topic 606”), by performing the following steps: (i) identify the contract with the customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when (or as) a performance obligation is satisfied. As of December 31, 2022 and 2021, the Company had no outstanding contract assets or contract liabilities.

The Company’s primary source of revenues are derived from lease agreements which fall under the scope of ASU 2016-02, Leases (Topic 842), (“Topic 842”), which includes rental income and expense reimbursement income. The Company also has revenues which are accounted for under Topic 606, which include fees for services performed at various unconsolidated joint ventures for which the Company is the manager. These fees primarily include property and asset management fees, leasing fees, development fees and property acquisition/disposition fees. Also affected by Topic 606 are gains on sales of properties and tax increment financing (“TIF”) contracts. The Company presents its revenue streams on the Company’s Consolidated Statements of Income as Revenues from rental properties, net and Management and other fee income.

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Revenues from rental properties, net

Revenues from rental properties, net are comprised of minimum base rent, percentage rent, lease termination fee income, amortization of above-market and below-market rent adjustments and straight-line rent adjustments. The Company accounts for lease and non-lease components as combined components under Topic 842. Non-lease components include reimbursements paid to the Company from tenants for common area maintenance costs and other operating expenses. The combined components are included in Revenues from rental properties, net on the Company’s Consolidated Statements of Income.

Base rental revenues from rental properties are recognized on a straight-line basis over the terms of the related leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee.  These percentage rents are recognized once the required sales level is achieved.  Rental income may also include payments received in connection with lease termination agreements.  Lease termination fee income is recognized when the lessee provides consideration in order to terminate an existing lease agreement and has vacated the leased space. If the lessee continues to occupy the leased space for a period of time after the lease termination is agreed upon, the termination fee is accounted for as a lease modification based on the modified lease term. Upon acquisition of real estate operating properties, the Company estimates the fair value of identified intangible assets and liabilities (including above-market and below-market leases, where applicable). The capitalized above-market or below-market intangible asset or liability is amortized to rental income over the estimated remaining term of the respective leases, which includes the expected renewal option period for below-market leases.

Also included in Revenues from rental properties, net are ancillary income and TIF income. Ancillary income is derived through various agreements relating to parking lots, clothing bins, temporary storage, vending machines, ATMs, trash bins and trash collections, seasonal leases, etc. The majority of the revenue derived from these sources is through lease agreements/arrangements and is recognized in accordance with the lease terms described in the lease. The Company has TIF agreements with certain municipalities and receives payments in accordance with the agreements. TIF reimbursement income is recognized on a cash basis when received.

Management and other fee income

Property management fees, property acquisition and disposition fees, construction management fees, leasing fees and asset management fees all fall within the scope of Topic 606. These fees arise from contractual agreements with third parties or with entities in which the Company has a noncontrolling interest. Management and other fee income related to partially owned entities are recognized to the extent attributable to the unaffiliated interest. Property and asset management fee income is recognized as a single performance obligation (managing the property) comprised of a series of distinct services (maintaining property, handling tenant inquiries, etc.). The Company believes that the overall service of property management is substantially the same each day and has the same pattern of performance over the term of the agreement. As a result, each day of service represents a performance obligation satisfied at that point in time. The time-based output method is used to measure progress over time, as this is representative of the transfer of the services. These fees are recognized at the end of each period for services performed during that period, primarily billed to the customer monthly with payment due upon receipt.

Leasing fee income is recognized as a single performance obligation primarily upon the rent commencement date. The Company believes the leasing services it provides are similar for each available space leased and none of the individual activities necessary to facilitate the execution of each lease are distinct. These fees are billed to the customer monthly with payment due upon receipt.

Property acquisition and disposition fees are recognized when the Company satisfies a performance obligation by acquiring a property or transferring control of a property. These fees are billed subsequent to the acquisition or sale of the property and payment is due upon receipt.

Construction management fees are recognized as a single performance obligation (managing the construction of the project) composed of a series of distinct services. The Company believes that the overall service of construction management is substantially the same each day and has the same pattern of performance over the term of the agreement. As a result, each day of service represents a performance obligation satisfied at that point in time. These fees are based on the amount spent on the construction at the end of each period for services performed during that period, primarily billed to the customer monthly with payment due upon receipt.

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Trade Accounts Receivable

The Company reviews its trade accounts receivable, related to base rents, straight-line rent, expense reimbursements and other revenues for collectability. The Company evaluates 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’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, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy claims. If a lessee’s accounts receivable balance is considered uncollectible, the Company will write-off the uncollectible receivable balances associated with the lease and will only recognize lease income on a cash basis. The Company includes provision for doubtful accounts in Revenues from rental properties, net, in accordance with Topic 842. Lease income will then be limited to the lesser of (i) the straight-line rental income or (ii) the lease payments that have been collected from the lessee. In addition to the lease-specific collectability assessment performed under Topic 842, the analysis also recognizes a general reserve under ASC Topic 450 Contingencies, 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. If the Company subsequently determines that it is probable it will collect the remaining lessee’s lease payments under the lease term, the Company will then reinstate the straight-line balance.

Gains/losses on sale of properties

Gains and losses from the sale and/or transfer of nonfinancial assets, such as real estate property, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the property.

Lessee Leases

The Company accounts for its leases in accordance with Topic 842. The Company has right-of-use (“ROU”) assets and lease liabilities on its balance sheet for those leases classified as operating and financing leases where the Company is a lessee. The Company’s leases where it is the lessee primarily consist of ground leases and administrative office leases. The Company classifies leases based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases and all other leases as operating leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. In connection with the Merger, the Company acquired two properties under finance leasing arrangements that consists of variable lease payments with a bargain purchase option which are included in Other assets, on the Company’s Consolidated Balance Sheets.

ROU assets and lease liabilities are recognized at the commencement date of the lease and liabilities are determined based on the estimated present value of the Company’s minimum lease payments under its lease agreements. Variable lease payments are excluded from the lease liabilities and corresponding ROU assets, as they are recognized in the period in which the obligation for those payments is incurred. Certain of the Company’s leases have renewal options for which the Company assesses whether it is reasonably certain the Company will exercise these renewal options. Lease payments associated with renewal options that the Company is reasonably certain will be exercised are included in the measurement of the lease liabilities and corresponding ROU assets. The discount rate used to determine the lease liabilities is based on the estimated incremental borrowing rate on a lease-by-lease basis. When calculating the incremental borrowing rates, the Company utilized data from (i) its recent debt issuances, (ii) publicly available data for instruments with similar characteristics, (iii) observable mortgage rates and (iv) unlevered property yields and discount rates. The Company then applied adjustments to account for considerations related to term and security that may not be fully incorporated by the data sets. Rental expense for lease payments is recognized on a straight-line basis over the lease term. See Footnote 11 to the Company’s Consolidated Financial Statements for further details.

Income Taxes

The Company elected to qualify as a REIT for federal income tax purposes commencing with its taxable year January 1, 1992 and operates in a manner that enables the Company to qualify and maintain its status as a REIT. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Sections 856 through 860 of the Code. The Company will be subject to federal income tax at regular corporate rates to the extent that it distributes less than 100% of its net taxable income, including any net capital gains. Most states, in which the Company holds investments in real estate, conform to the federal rules recognizing REITs.  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company maintains certain subsidiaries which made joint elections with the Company to be treated as taxable REIT subsidiaries (“TRSs”), which permit the Company to engage through such TRSs in certain business activities that the REIT may not conduct directly. A TRS is subject to federal and state income taxes on its income, and the Company includes a provision for taxes in its consolidated financial statements.  As such, the Company, through its wholly owned TRSs, has been engaged in various retail real estate related opportunities including retail real estate management and disposition services which primarily focus on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers. The Company may consider other investments through its TRSs should suitable opportunities arise.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

The Company reviews the need to establish a valuation allowance against deferred tax assets on a quarterly basis. The review includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the carryback or carryforward of any losses, the expected occurrence of future income or loss and available tax planning strategies.

The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a Company’s financial statements. Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods.

Noncontrolling Interests

The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income. 

Noncontrolling interests also include amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These units have a stated redemption value or a defined redemption amount based upon the trading price of the Company’s common stock and provides the unit holders various rates of return during the holding period. The unit holders generally have the right to redeem their units for cash at any time after one year from issuance. For convertible units, the Company typically has the option to settle redemption amounts in cash or common stock.

The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Convertible units for which the Company has the option to settle redemption amounts in cash or common stock are included in the caption Noncontrolling interests within the equity section on the Company’s Consolidated Balance Sheets. Units which embody a conditional obligation requiring the Company to redeem the units for cash after a specified or determinable date (or dates) or upon the occurrence of an event that is not solely within the control of the issuer are determined to be contingently redeemable under this guidance and are included as Redeemable noncontrolling interests and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets.

In a business combination, the fair value of the noncontrolling interest in a consolidated joint venture is calculated using the fair value of the real estate held by the joint venture, which are valued using similar methods as described in the Company’s Real Estate policy above, offset by the fair value of the debt on the property which is then multiplied by the partners’ noncontrolling share.

Contingently redeemable noncontrolling interests are recorded at fair value upon issuance. Any change in the fair value or redemption value of these noncontrolling interests is subsequently recognized through Paid-in capital on the Company’s Consolidated Balance Sheets and is included in the Company’s computation of earnings per share (see Footnote 28 of the Notes to the Consolidated Financial Statements).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Stock Compensation

In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan that expired in March 2020. The 2020 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards. Unless otherwise determined by the Board of Directors at its sole discretion, restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii) ratably over three, four and five years or (iii) over ten years at 20% per year commencing after the fifth year. Performance share awards, which vest over a period of one to three years, may provide a right to receive shares of the Company’s common stock or restricted stock based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors. In addition, the 2020 Plan provides for the granting of restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.

The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share-based payments to employees be recognized in the Statements of Income over the service period based on their fair values. Fair value of performance awards is determined using the Monte Carlo method, which is intended to estimate the fair value of the awards at the grant date (see Footnote 23 of the Notes to Consolidated Financial Statements for additional disclosure on the assumptions and methodology).

Reclassifications

Certain amounts in the prior period have been reclassified in order to conform to the current period’s presentation. For comparative purposes, the Company reclassified $5.7 million of land held for development from Real estate under development to Land on the Company’s Consolidated Balance Sheets at December 31, 2021. For comparative purposes, for the years ended  December 31, 2021 and 2020, the Company reclassified cash flows (used for)/provided by on the Company’s Consolidated Statements of Cash Flows as follows (in millions):

		2021				2020
Operating activities:
Straight-line rental income adjustments, net		$	(22.6	)		$	5.9
Amortization of amortization of above-market and below-market leases, net		$	(14.8	)		$	(22.5	)
Amortization of deferred financing costs and fair value debt adjustments, net		$	(9.4	)		$	6.3
Change in accounts and notes receivable, net		$	22.6			$	(5.9	)
Change in other operating assets and liabilities, net		$	24.2			$	16.2
Financing activities:
Change in other financing liabilities		$	-			$	5.6
Shares repurchased for employee tax withholdings on equity awards		$	-			$	(5.4	)
Change in tenant’s security deposits		$	-			$	(0.2	)

New Accounting Pronouncements

The following table represents ASUs to the FASB’s ASCs that, as of December 31, 2022, are not yet effective for the Company and for which the Company has not elected early adoption, where permitted:

ASU	Description	Effective Date	Effect on the financial statements or other significant matters
ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions	This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and provides new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.	January 1, 2024; Early adoption permitted	The Company is assessing the impact this ASU will have on the Company’s financial position and/or results of operations.
ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers	The amendments in this ASU require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination rather than at fair value on the acquisition date required by Topic 805.	January 1, 2023; Early adoption permitted	The adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

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

ASU	Description	Adoption Date	Effect on the financial statements or other significant matters
ASU 2021-05, Lessors – Certain Leases with Variable Lease Payments (Topic 842)	This ASU amends the lessor lease classification in ASC 842 for leases that include variable lease payments that are not based on an index or rate. Under the amended guidance, lessors will classify a lease with variable payments that do not depend on an index or rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under the previous ASU 842 classification criteria and sales-type or direct financing lease classification would result in a Day 1 loss.	January 1, 2022	The adoption of this ASU did not impact the Company’s financial position and/or results of operations.
ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ASU 2022-06, Deferral of the Sunset Date of Topic 848	In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) which defers the sunset date of ASU 2020-04 to December 31, 2024. ASU 2022-06 is effective immediately for all companies.	March 2020 through December 31, 2024	ASU 2020-04 did not have a material impact on the Company’s financial position and/or results of operations. ASU 2022-06 had no impact on the Company's consolidated financial statements for the year ended December 31, 2022.

2. Weingarten Merger

Overview

On August 3, 2021, the Company completed the Merger with Weingarten, under which Weingarten merged with and into the Company, with the Company continuing as the surviving public company. The total purchase price of the Merger was $4.1 billion, which consists primarily of shares of the Company’s common stock issued in exchange for Weingarten common shares, plus $281.1 million of cash consideration. The total purchase price was calculated based on the closing price of the Company’s common stock on August 3, 2021, which was $20.78 per share. At the effective time of the Merger, each Weingarten common share, issued and outstanding immediately prior to the effective time of the Merger (other than any shares owned directly by the Company or Weingarten and in each case not held on behalf of third parties) was converted into 1.408 shares of newly issued shares of the Company’s common stock. The number of Weingarten common shares outstanding as of August 3, 2021 converted to shares of the Company’s common stock was determined as follows:

Weingarten common shares outstanding as of August 3, 2021			127,784,006
Exchange ratio			1.408
Kimco common stock issued			179,919,880

The following table presents the purchase price and the total value of stock consideration paid by Kimco at the close of the Merger (in thousands except share price of Kimco common stock):

		Price of Kimco Common Stock				Equity Consideration Given (Kimco Shares Issued)				Calculated Value of Weingarten Consideration				Cash Consideration *********				Total Value of Consideration
As of August 3, 2021		$	20.78				179,920			$	3,738,735			$	320,424			$	4,059,159

• Amount includes additional consideration of $39.3 million relating to reimbursements paid by the Company to Weingarten at the closing of the Merger for transaction costs incurred by Weingarten.

As a result of the Merger, Kimco acquired 149 properties, including 30 held through joint venture programs. The consolidated net assets and results of operations of Weingarten are included in the consolidated financial statements from the closing date, August 3, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Purchase Price Allocation

In accordance with ASC 805-10, Business Combinations, the Company accounted for the Merger as a business combination using the acquisition method of accounting. Based on the value of the common shares issued and cash consideration paid, the total fair value of the assets acquired and liabilities assumed in the Merger was $4.1 billion.

The fair value of the real estate assets acquired were determined using either (i) a direct capitalization method, (ii) a discounted cash flow analysis or (iii) estimated sales prices from signed contracts or letters of intent from third party offers. Market data and comparable sales information were used in estimating the fair value of the land acquired. The Company determined that these valuation methodologies are classified within Level 3 of the fair value hierarchy. The assumptions and estimates included in these methodologies include stabilized net operating income, future income growth, capitalization rates, discount rates, capital expenditures, and cash flow projections at the respective properties. Under the direct capitalization method, the Company derived a normalized net operating income and applied a current market capitalization rate for each property. The estimates of normalized net operating income are based on a number of factors, including historical operating results, known trends, fair market lease rates and market/economic conditions. Capitalization rates utilized to derive these fair values ranged from 4.50% to 9.50%.

The discounted cash flow analyses were based on estimated future cash flow projections that utilize discount rates, terminal capitalization rates and planned capital expenditures. These estimates approximate the inputs the Company believes would be utilized by market participants in assessing fair value. The estimates of future cash flow projections are based on a number of factors, including historical operating results, estimated growth rates, known and anticipated trends, fair market lease rates and market/economic conditions. Capitalization and discount rates utilized to derive the fair values ranged from 6.00% to 8.25% and 6.75% to 9.00%, respectively.

The Company allocated the purchase price of the acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. The fair value of any tangible real estate assets acquired is determined by valuing the building as if it were vacant, and the fair value is then allocated to land, buildings and improvements.   The Company values above and below-market lease intangibles based on estimates of market rent compared to contractual rents over expected lease terms using an appropriate discount rate. In-place leases are valued based on the costs to obtain new leases and an estimate of lost revenues and expenses over an anticipated lease up term. The Company determined that this valuation methodology is classified within Level 2 and Level 3 of the fair value hierarchy.

The Company determined the fair value of unsecured debt assumed using current market-based pricing and interest rate yields for similar debt instruments. The Company determined the fair value of secured debt assumed by calculating the net present value of the scheduled debt service payments using current market-based terms for interest rates for debt with similar terms that the Company believes it could obtain on similar structures and maturities. For the fair value of secured debt assumed, weighted average credit spreads utilized were 3.33% and London Inter-bank Offered Rate (“LIBOR”) + 2.14% for the fixed and floating rate debt, respectively. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining term of the loan. Finance lease obligations assumed are measured at fair value and are included as a liability on the accompanying balance sheet and the Company recorded the corresponding right-of-use assets. The Company determined that the valuation methodology used for its unsecured debt is classified within Level 2 of the fair value hierarchy and the valuation methodology used for its secured debt is classified within Level 3 of the fair value hierarchy.

The following table summarizes the final purchase price allocation, including the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands):

		Purchase Price Allocation
Land		$	1,174,407
Building and improvements			4,040,244
In-place leases			370,685
Above-market leases			42,133
Real estate assets			5,627,469
Investments in and advances to real estate joint ventures			585,382
Cash, accounts receivable and other assets			241,582
Total assets acquired			6,454,433
Notes payable			(1,497,632	)
Mortgages payable			(317,671	)
Accounts payable and other liabilities			(283,559	)
Below-market leases			(119,373	)
Noncontrolling interests			(177,039	)
Total liabilities assumed			(2,395,274	)
Total purchase price		$	4,059,159

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The following table details the weighted average amortization periods, in years, of the purchase price allocated to real estate and related intangible assets and liabilities acquired arising from the Merger:

		Weighted Average Amortization Period (in Years)
Land			n/a
Building			50.0
Building improvements			45.0
Tenant improvements			7.1
Fixtures and leasehold improvements			6.2
In-place leases			5.6
Above-market leases			10.1
Below-market leases			31.5
Right-of-use intangible assets			30.9
Fair market value of debt adjustment			3.7

Revenues from rental properties, net and Net income available to the Company’s common shareholders in the Company’s Consolidated Statements of Income includes revenues of $198.3 million and net income of $25.8 million (excluding $50.2 million of merger related charges), respectively, resulting from the Merger for the year ended December 31, 2021.

Pro forma Information (Unaudited)

The pro forma financial information set forth below is based upon the Company’s historical Consolidated Statements of Income for the years ended December 31, 2021 and 2020, adjusted to give effect as if the Merger occurred as of January 1, 2020. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been, nor does it purport to represent the results of income for future periods. (Amounts presented in millions). 

		Year Ended December 31,
		2021				2020
Revenues from rental properties, net		$	2,341.4			$	2,234.9
Net income (1)		$	1,114.6			$	1,193.1
Net income available to the Company’s common shareholders (1)		$	1,084.1			$	1,166.3

	(1)	The pro forma earnings for the year ended December 31, 2021 were adjusted to exclude $50.2 million of merger costs while the pro forma earnings for the year ended December 31, 2020 were adjusted to include $50.2 million of merger costs incurred.

3.   Real Estate:

The Company’s components of Real estate, net consist of the following (in thousands):

		December 31,
		2022				2021
Land:
Developed land		$	4,102,542			$	3,962,447
Undeveloped land			16,328				16,328
Land held for development			5,672				5,672
Total land			4,124,542				3,984,447
Buildings and improvements:
Buildings			10,158,588				10,042,225
Building improvements			2,080,437				1,999,319
Tenant improvements			1,046,969				987,216
Fixtures and leasehold improvements			36,627				31,421
Above-market leases			170,211				166,840
In-place leases			839,868				840,803
Total buildings and improvements			14,332,700				14,067,824
Real estate			18,457,242				18,052,271
Accumulated depreciation and amortization (1)			(3,417,414	)			(3,010,699	)
Total real estate, net		$	15,039,828			$	15,041,572

	(1)	At December 31, 2022 and 2021, the Company had accumulated amortization relating to in-place leases and above-market leases aggregating $671,794 and $569,648, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

In addition, at December 31, 2022 and 2021, the Company had intangible liabilities relating to below-market leases from property acquisitions of $330.9 million and $336.6 million, respectively, net of accumulated amortization of $242.4 million and $227.5 million, respectively. These amounts are included in the caption Other liabilities on the Company’s Consolidated Balance Sheets.  

The Company’s amortization associated with above-market and below-market leases for the years ended December 31, 2022, 2021 and 2020 resulted in net increases to revenue of $13.6 million, $14.8 million and $22.5 million, respectively. The Company’s amortization expense associated with in-place leases, which is included in depreciation and amortization, for the years ended December 31, 2022, 2021 and 2020 was $118.1 million, $80.1 million and $26.3 million, respectively.

The estimated net amortization income/(expense) associated with the Company’s above-market and below-market leases and in-place leases for the next five years are as follows (in millions):

		2023				2024				2025				2026				2027
Above-market and below-market leases amortization, net		$	11.0			$	12.8			$	13.2			$	14.0			$	13.5
In-place leases amortization		$	(83.5	)		$	(56.5	)		$	(39.6	)		$	(28.1	)		$	(21.0	)

4.   Property Acquisitions:

Acquisition/Consolidation of Operating Properties

During the year ended December 31, 2022, the Company acquired the following operating properties, through direct asset purchases (in thousands):

										Purchase Price
Property Name		Location				Month Acquired				Cash				Debt				Other				Total				GLA*
Rancho San Marcos Parcel		San Marcos, CA				Jan-22				$	2,407			$	-			$	-			$	2,407				6
Columbia Crossing Parcel		Columbia, MD				Feb-22					16,239				-				-				16,239				60
Oak Forest Parcel		Houston, TX				Jun-22					3,846				-				-				3,846				4
Devon Village (1)		Devon, PA				Jun-22					733				-				-				733				-
Fishtown Crossing		Philadelphia, PA				Jul-22					39,291				-				-				39,291				133
Carman’s Plaza		Massapequa, NY				Jul-22					51,423				-				-				51,423				195
Pike Center (1)		Rockville, MD				Jul-22					21,850				-				-				21,850				-
Baybrook Gateway (1)		Webster, TX				Oct-22					2,978				-				-				2,978				-
Portfolio (8 Properties) (2)		Long Island, NY				Nov-22					152,078				88,792				135,663				376,533				536
Gordon Plaza (1)		Woodbridge, VA				Nov-22					5,573				-				-				5,573				-
The Gardens at Great Neck (1)		Great Neck, NY				Dec-22					4,019				-				-				4,019				-
										$	300,437			$	88,792			$	135,633			$	524,892				934

• Gross leasable area ("GLA")

(1)	Land parcel

(2)	Other consists of redeemable noncontrolling interest of $79.7 million and an embedded derivative liability associated with put and call options of these units of $56.0 million. See Footnotes 15 and 16 of the Company’s Consolidated Financial Statements for additional discussion regarding fair value allocation to unitholders for noncontrolling interests.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

During the year ended December 31, 2021, in addition to the properties acquired in the Merger (see Footnote 2 of the Notes to Consolidated Financial Statements), the Company acquired the following operating properties, through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests or obtaining control through the modification of a joint venture investment (in thousands):

										Purchase Price
Property Name		Location				Month Acquired/ Consolidated				Cash				Debt				Other				Total				GLA
Distribution Center #1 (1)		Lancaster, CA				Jan-21				$	58,723			$	-			$	11,277			$	70,000				927
Distribution Center #2 (1)		Woodland, CA				Jan-21					27,589				-				6,411				34,000				508
Jamestown Portfolio (6 properties) (2)		Various				Oct-21					172,899				170,000				87,094				429,993				1,226
KimPru Portfolio (2 properties) (2)		Various				Oct-21					61,705				64,169				15,212				141,086				478
Columbia Crossing Parcel		Columbia, MD				Oct-21					12,600				-				-				12,600				45
Centro Arlington (2)		Arlington, VA				Nov-21					24,178				-				184,850				209,028				72
										$	357,694			$	234,169			$	304,844			$	896,707				3,256

(1)

Other consists of the fair value of the assets acquired which exceeded the purchase price upon closing. The transaction was a sale-leaseback with the seller which resulted in the recognition of a prepayment of rent of $17.7 million in accordance with ASC 842, Leases at closing. The prepayment of rent was amortized over the initial term of the lease through Revenues from rental properties, net on the Company's Consolidated Statements of Income. See Footnote 16 of the Company’s Consolidated Financial Statements for additional discussion regarding fair value allocation of partnership interest for noncontrolling interests.

(2)

Other includes the Company’s previously held equity investments and net gains on change in control. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized net gains on change in control of interests of $5.0 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income. The Company previously held an ownership interest of 30.0% in Jamestown Portfolio, 15.0% in KimPru Portfolio and 90.0% in Centro Arlington.

Included in the Company’s Consolidated Statements of Income are $9.1 million and $10.3 million in total revenues from the date of acquisition through December 31, 2022 and 2021, respectively, for operating properties acquired during each of the respective years.

Purchase Price Allocations

The purchase price for these acquisitions is allocated to real estate and related intangible assets acquired and liabilities assumed, as applicable, in accordance with our accounting policies for asset acquisitions. The purchase price allocations for properties acquired/consolidated during the years ended December 31, 2022 and 2021, are as follows (in thousands):

		Allocation as of December 31, 2022				Weighted- Average Useful Life (in Years)				Allocation as of December 31, 2021				Weighted- Average Useful Life (in Years)
Land		$	207,067				n/a			$	154,320				n/a
Buildings			271,525				50.0				679,646				50.0
Building improvements			13,273				45.0				18,476				45.0
Tenant improvements			11,689				7.9				16,391				8.5
Solar panels			2,308				20.0				-				n/a
In-place leases			28,405				6.9				48,648				9.1
Above-market leases			8,408				8.3				6,581				6.5
Below-market leases			(24,069	)			16.1				(39,712	)			38.9
Mortgage fair value adjustment			9,430				6.5				-				n/a
Other assets			-				n/a				21,331				n/a
Other liabilities			(3,144)				n/a				(8,974	)			n/a
Net assets acquired/consolidated		$	524,892							$	896,707

5.    Dispositions of Real Estate:

The table below summarizes the Company’s disposition activity relating to operating properties and parcels, in separate transactions (dollars in millions):

		Year Ended December 31,
		2022				2021				2020
Aggregate sales price/gross fair value (1)		$	191.1			$	612.4			$	31.8
Gain on sale of properties (1) (2)		$	15.2			$	30.8			$	6.5
Number of operating properties sold/deconsolidated (1)			9				13				3
Number of parcels sold			13				10				4

	(1)	During 2021, the Company purchased its partner’s 70.0% remaining interest in Jamestown Portfolio, which is comprised of six property interests. The Company then entered into a joint venture with Blackstone Real Estate Income Trust, Inc. (“BREIT”) in which it contributed these six properties for a gross sales price of $425.8 million, including $170.0 million of non-recourse mortgage debt. As a result, the Company no longer consolidates these six property interests and recognized a loss on change in control of interests of $0.4 million. The Company has a 50.0% investment in this joint venture ($130.1 million as of the date of deconsolidation), included in Investments in and advances to real estate joint ventures on the Company’s Consolidated Balance Sheets.

	(2)	For the years ended December 31, 2022 and 2021 amounts are before noncontrolling interests of $1.7 million and $3.0 million, respectively and taxes of $1.2 million and $2.2 million, respectively, after utilization of net operating loss carryforwards.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

6.    Impairments:

Management assesses on a continuous basis whether there are any indicators, including property operating performance, changes in anticipated holding period, general market conditions and delays of or change in plans for development, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.

The Company has a capital recycling program which provides for the disposition of certain properties, typically of lesser quality assets in less desirable locations. The Company adjusted the anticipated hold period for these properties and as a result the Company recognized impairment charges on certain operating properties (see Footnote 18 of the Notes to Consolidated Financial Statements for fair value disclosure).

The Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions and/or the property hold period resulted in the Company recognizing impairment charges for the years ended December 31, 2022, 2021 and 2020 as follows (in millions):

		2022				2021				2020
Properties marketed for sale (1)		$	21.6			$	2.7			$	5.5
Properties disposed/deeded in lieu/foreclosed			-				-				1.1
Other impairments			0.4				0.9				-
Total impairment charges		$	22.0			$	3.6			$	6.6

(1)

Amounts relate to adjustments to property carrying values for properties which the Company has marketed for sale and as such has adjusted the anticipated hold periods for such properties. During 2022, the Company recognized impairment charges of $19.2 million, before noncontrolling interests of $16.0 million, related to five properties. The Company’s estimated fair values of these assets were primarily based upon sales prices from signed contracts, which were less than the carrying value of the assets.

The Company also recognized its share of impairment charges related to certain properties within various unconsolidated joint ventures in which the Company holds noncontrolling interests. The Company’s share of these impairment charges were $4.6 million, $2.9 million and $0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income. (see Footnote 7 of the Notes to Consolidated Financial Statements).

7.    Investment in and Advances to Real Estate Joint Ventures:

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

		Noncontrolling				The Company's Investment
		Ownership Interest				As of December 31,
Joint Venture		As of December 31, 2022				2022				2021
Prudential Investment Program			15.0%			$	153.6			$	163.0
Kimco Income Opportunity Portfolio (“KIR”) (1)			52.1%				281.5				186.0
Canada Pension Plan Investment Board (“CPP”)			55.0%				190.8				165.1
Other Institutional Joint Ventures (2)			Various				256.8				281.8
Other Joint Venture Programs			Various				208.9				211.0
Total*						$	1,091.6			$	1,006.9

• Representing 111 property interests and 22.4 million square feet of GLA, as of December 31, 2022, and 120 property interests and 24.7 million square feet of GLA, as of December 31, 2021.

(1)	During 2022, the Company purchased additional ownership interests for $55.1 million, including the General Partner’s ownership interest from Milton Cooper, Executive Chairman of the Board of Directors of the Company, for $0.1 million. There was no change in control as a result of these transactions.

(2)	During 2021, the Company entered into a new joint venture with BREIT in which it contributed six properties for a gross sales price of $425.8 million. See Footnote 5 of the Notes to Consolidated Financial Statements for the operating properties disposed of by the Company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The table below presents the Company’s share of net income for these investments which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income (in millions):

		Year Ended December 31,
		2022				2021				2020
Prudential Investment Program (1)		$	9.6			$	17.5			$	9.0
KIR			70.3				36.9				30.5
CPP			10.6				9.2				5.6
Other Institutional Joint Ventures			7.0				1.7				-
Other Joint Venture Programs			12.0				19.5				2.3
Total		$	109.5			$	84.8			$	47.4

(1)	During 2022, the Prudential Investment Program recognized an impairment charge on a property of $15.1 million, of which the Company’s share was $2.3 million.

During 2022, certain of the Company’s real estate joint ventures disposed of nine properties and two parcels, in separate transactions, for an aggregate sales price of $349.1 million. These transactions resulted in an aggregate net gain to the Company of $39.3 million for the year ended December 31, 2022.

During 2021, certain of the Company’s real estate joint ventures disposed of four properties and one parcel, in separate transactions, for an aggregate sales price of $88.9 million. These transactions resulted in an aggregate net gain to the Company of $9.9 million for the year ended December 31, 2021.

In connection with the Merger, the Company acquired ownership in nine unconsolidated joint ventures, which had a fair market value of $586.2 million at the time of Merger. These joint ventures represented 30 property interests and 4.4 million square feet of GLA.

In addition, during 2021, the Company acquired a controlling interest in nine operating properties from certain joint ventures, in separate transactions, with an aggregate gross fair value of $780.1 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized net gains on change in control of interests of $5.0 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests. See Footnote 4 of the Notes to Consolidated Financial Statements for the operating properties acquired by the Company.

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

		December 31, 2022												December 31, 2021
Joint Venture		Mortgages and Notes Payable, Net				Weighted Average Interest Rate				Weighted Average Remaining Term (months)*				Mortgages and Notes Payable, Net				Weighted Average Interest Rate				Weighted Average Remaining Term (months)*
Prudential Investment Program		$	380.1				5.20	%			33.1			$	426.9				2.02	%			45.6
KIR			297.9				5.46	%			47.2				492.6				2.55	%			27.9
CPP			83.1				6.14	%			43.0				84.2				1.85	%			55.0
Other Institutional Joint Ventures			233.5				4.30	%			47.7				232.9				1.65	%			59.7
Other Joint Venture Programs			388.8				4.10	%			71.8				402.1				3.58	%			83.0
Total		$	1,383.4											$	1,638.7

• Average remaining term includes extensions

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

As of the date of the Merger, the Company acquired ownership in nine unconsolidated joint ventures, which had an aggregate of $191.5 million of secured debt (including a fair market value adjustment of $0.8 million).

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated investments, if any, are considered “significant subsidiaries.” In evaluating these investments, there are three tests utilized to determine if any unconsolidated subsidiaries are considered significant subsidiaries: the investment test, the asset test and the income test. Rule 3-09 of Regulation S-X requires the Company to include separate audited financial statements of any unconsolidated majority-owned subsidiary (unconsolidated subsidiaries in which the Company owns greater than 50% of the voting securities) in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information of unconsolidated subsidiaries in an annual report if any of the three tests exceeds 10%, and summarized financial information in a quarterly report if any of the three tests exceeds 20% pursuant to Rule 10-01(b)(1) of Regulation S-X. 

As of December 31, 2022, the Company held an unconsolidated investment in KIR which the Company determined was significant under the income test and requires summarized financial information under Rule 4-08(g) of Regulation S-X.  The Company holds a 52.1% noncontrolling limited partnership interest in KIR and has a master management agreement whereby the Company performs services for fees relating to the management, operation, supervision and maintenance of the joint venture properties. The following table shows summarized unaudited financial information for KIR, as follows (in millions):

		December 31,
		2022				2021
Assets:
Real estate, net		$	668.7			$	769.4
Other assets, net			72.4				68.2
Total Assets		$	741.1			$	837.6
Liabilities and Members’ Capital:
Notes payable, net		$	272.9			$	258.8
Mortgages payable, net			25.0				233.7
Other liabilities			13.9				16.2
Members’ capital			429.3				328.9
Total Liabilities and Members’ Capital		$	741.1			$	837.6

		Year Ended December 31,
		2022				2021				2020
Revenues, net		$	182.5			$	186.6			$	173.9
Operating expenses			(48.2	)			(51.3	)			(49.5	)
Depreciation and amortization			(39.4	)			(40.3	)			(36.9	)
Gain on sale of properties			76.2				-				-
Interest expense			(15.5	)			(18.1	)			(23.8	)
Other expense, net			(1.2	)			(2.1	)			(1.6	)
Net income		$	154.4			$	74.8			$	62.1

Summarized financial information for the Company’s investment in and advances to all other real estate joint ventures is as follows (in millions):

		December 31,
		2022				2021
Assets:
Real estate, net		$	3,440.1			$	3,619.4
Other assets, net			208.4				193.8
Total Assets		$	3,648.5			$	3,813.2
Liabilities and Members’ Capital:
Notes payable, net		$	159.5			$	199.0
Mortgages payable, net			925.9				947.2
Other liabilities			78.8				73.8
Noncontrolling interests			33.5				32.6
Members’ capital			2,450.8				2,560.6
Total Liabilities and Members’ Capital		$	3,648.5			$	3,813.2

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

		Year Ended December 31,
		2022				2021				2020
Revenues, net		$	395.2			$	340.3			$	282.4
Operating expenses			(126.9	)			(111.7	)			(101.9	)
Impairment charges			(21.1	)			(23.5	)			(4.4	)
Depreciation and amortization			(119.0	)			(97.2	)			(75.0	)
Gain on sale of properties			24.7				61.5				0.2
Interest expense			(38.6	)			(27.6	)			(31.2	)
Other expense, net			(6.2	)			(0.9	)			(10.8	)
Net income		$	108.1			$	140.9			$	59.3

Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include investments in certain real estate joint ventures totaling $5.3 million and $4.8 million at December 31, 2022 and 2021, respectively. The Company has varying equity interests in these real estate joint ventures, which may differ from their proportionate share of net income or loss recognized in accordance with GAAP.

The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. Generally, such investments contain operating properties and the Company has determined these entities do not contain the characteristics of a VIE. As of December 31, 2022 and 2021, the Company’s carrying value in these investments was $1.1 billion and $1.0 billion, respectively.

8.    Other Investments:

The Company has provided capital to owners and developers of real estate properties and loans through its Preferred Equity program. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its net investment. As of December 31, 2022, the Company’s net investment under the Preferred Equity program was $69.4 million relating to 12 properties. As of December 31, 2021, the Company’s net investment under the Preferred Equity program was $98.7 million relating to 39 properties. During 2022 and 2021, the Company recognized equity in income of $16.9 million and $21.4 million from its preferred equity investments, respectively.

During 2021, the Company invested $60.7 million in four new investments, including a preferred equity investment of $54.9 million in a property located in San Antonio, TX.

As of December 31, 2022, these preferred equity investment properties had non-recourse mortgage loans aggregating $232.8 million. These loans have scheduled maturities ranging from less than one year to 1.5 years and bear interest at rates ranging from 4.19% to Secured Overnight Financing Rate ("SOFR") plus 265 basis points (6.78% as of December 31, 2022). Due to the Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital.

9.    Marketable Securities:

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

		As of December 31, 2022				As of December 31, 2021
Marketable securities:
Amortized cost		$	87,411			$	114,159
Unrealized gains, net			510,321				1,097,580
Total fair value		$	597,732			$	1,211,739

The Company’s net gains/(losses) on marketable securities and dividend income for the years ended December 31, 2022, 2021 and 2020, is as follows (in thousands):

		Year Ended December 31,
		2022				2021				2020
(Loss)/gain on marketable securities, net		$	(315,508	)		$	505,163			$	594,753
Dividend income (included in Other income, net)			18,002				16,958				4,096

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Albertsons Companies, Inc. (“ACI”) –

In October 2022, the Company sold 11.5 million shares of ACI held by the Company, generating net proceeds of $301.1 million. For tax purposes, the Company recognized a long-term capital gain of $251.5 million.  The Company elected to retain the proceeds for this stock sale for general corporate purposes and pay corporate taxes of $57.2 million on the taxable gain. As of December 31, 2022, the Company holds 28.3 million shares of ACI, which had a value of $587.7 million, which are subject to certain contractual lock-up provisions that expire in May 2023.

On October 13, 2022, The Kroger Co. (“Kroger”) and ACI entered into a definitive merger agreement (“ACI Merger”), with Kroger continuing as the surviving public company. The ACI Merger is subject to numerous regulatory approvals and customary closing conditions. Separate from the ACI Merger, on October 13, 2022, ACI declared a special cash dividend of $6.85 per share to ACI shareholders of record as of the close of business on October 24, 2022 and was scheduled to be paid on November 7, 2022.

On November 3, 2022, the Superior Court of King County in the State of Washington issued an order temporarily restraining the payment of the special dividend in the case State of Washington v. Albertsons Companies, Inc. et al., until a hearing on a motion for a preliminary injunction could be held. On December 9, 2022, the Superior Court denied the motion for a preliminary injunction but extended the temporary restraining order for the Attorney General for the State of Washington to appeal to the Supreme Court of the State of Washington. Due to the contingency resulting from this unresolved litigation at December 31, 2022, the Company did not recognize its share of the special dividend for the year ended December 31, 2022.

On January 17, 2023, the Supreme Court of the State of Washington denied a motion by the Attorney General of the State of Washington to hear an appeal from the Superior Court’s denial to enjoin the Company from paying the Special Dividend. As a result of the decision by the Supreme Court of the State of Washington, the temporary restraining order preventing payment of the special dividend had also been lifted. On January 20, 2023, ACI distributed the special dividend to holders of record as of October 24, 2022. The Company received its share of the special dividend payment of $194.1 million during January 2023, and will recognize this income during the three months ending  March 31, 2023.

10.  Accounts and Notes Receivable

The components of Accounts and notes receivable, net of potentially uncollectible amounts as of December 31, 2022 and 2021, are as follows (in thousands):

		As of December 31, 2022				As of December 31, 2021
Billed tenant receivables		$	33,801			$	20,970
Unbilled common area maintenance, insurance and tax reimbursements			56,001				55,283
Deferred rent receivables			1,905				5,029
Defined benefit plan receivable			14,421				6,658
Other receivables			8,361				9,067
Straight-line rent receivables			189,737				157,670
Total accounts and notes receivable, net		$	304,226			$	254,677

11.  Leases

Lessor Leases

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The disaggregation of the Company’s lease income, which is included in Revenue from rental properties, net on the Company’s Consolidated Statements of Income, as either fixed or variable lease income based on the criteria specified in ASC 842, for the years ended December 31, 2022, 2021 and 2020, is as follows (in thousands):

		Year Ended December 31,
		2022				2021				2020
Lease income:
Fixed lease income (1)		$	1,353,024			$	1,045,888			$	871,151
Variable lease income (2)			339,722				264,040				232,272
Above-market and below-market leases amortization, net			13,591				14,843				22,515
Adjustments for potentially uncollectible revenues and disputed amounts (3)			4,511				24,931				(81,050	)
Total lease income		$	1,710,848			$	1,349,702			$	1,044,888

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

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

	(3)	The amounts represent adjustments associated with potentially uncollectible revenues and disputed amounts.

Base rental revenues and fixed-rate expense reimbursements from rental properties are recognized on a straight-line basis over the terms of the related leases. The difference between the amount of rental income contracted through leases and rental income recognized on a straight-line basis for the years ended December 31, 2022, 2021 and 2020 was $33.8 million, $22.6 million and ($5.9) million, respectively.

The Company is primarily engaged in the operation of shopping centers that are either owned or held under long-term leases that expire at various dates through 2121. The Company, in turn, leases premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from five to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants' sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels and percentage rents comprised 98% of total revenues from rental properties for each of the three years ended December 31, 2022, 2021 and 2020.

The minimum revenues expected to be received by the Company from rental properties under the terms of all non-cancelable tenant leases for future years, assuming no new or renegotiated leases are executed for such premises, are as follows (in millions):

		2023				2024				2025				2026				2027				Thereafter
Minimum revenues		$	1,239.4			$	1,130.8			$	989.9			$	840.5			$	674.4			$	2,862.3

Lessee Leases

The Company currently leases real estate space under non-cancelable operating lease agreements for ground leases and administrative office leases. The Company’s operating leases have remaining lease terms ranging from one to 63 years, some of which include options to extend the terms for up to an additional 75 years.

In connection with the Merger, the Company obtained $32.6 million of operating right-of-use assets in exchange for new operating lease liabilities related to six properties under operating lease agreements for ground leases. In addition, the Company acquired two properties under finance leasing arrangements that consists of variable lease payments with a bargain purchase option. As a result, the Company obtained finance right-of-use assets of $23.0 million (which are included in Other assets on the Company’s Consolidated Balance Sheets) in exchange for new finance lease liabilities (which are included in Other liabilities on the Company’s Consolidated Balance Sheets).

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

		Operating Leases				Finance Leases
Weighted-average remaining lease term (in years)			24.4				1.0
Weighted-average discount rate			6.62	%			4.44	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The components of the Company’s lease expense, which are included in interest expense, rent expense and general and administrative expense on the Company’s Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020, were as follows (in thousands):

		Year Ended December 31,
		2022				2021				2020
Lease cost:
Finance lease cost		$	1,294			$	569			$	-
Operating lease cost			12,994				11,637				10,371
Variable lease cost			4,143				3,972				2,852
Total lease cost		$	18,431			$	16,178			$	13,223

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating and financing lease liabilities (in thousands):

Year Ending December 31,
		Operating Leases				Financing Leases (1)
2023		$	12,410			$	22,987
2024			11,582				-
2025			11,067				-
2026			10,402				-
2027			10,118				-
Thereafter			188,952				-
Total minimum lease payments		$	244,531			$	22,987
Less imputed interest			(130,852	)			(962	)
Total lease liabilities (2)		$	113,679			$	22,025

	(1)	Includes bargain purchase options exercisable in 2023 related to two properties.

	(2)	Operating lease liabilities are included in Operating lease liabilities and financing lease liabilities are included in Other liabilities on the Company’s Consolidated Balance Sheets.

12.  Other Assets:

Assets Held-For-Sale

At December 31, 2022, the Company had three properties classified as held-for-sale at a net carrying amount of $56.3 million.

Mortgages and Other Financing Receivables

The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the Company. For a complete listing of the Company’s mortgages and other financing receivables at December 31, 2022, see Financial Statement Schedule IV included in this annual report on Form 10-K.

The following table reconciles mortgage loans and other financing receivables from January 1, 2020 to _December 31, 2022 (_in thousands):

		2022				2021				2020
Balance at January 1,		$	73,102			$	32,246			$	7,829
Additions:
New mortgage and other loans (1)			75,063				55,307				25,500
Deductions:
Loan repayments (2)			(60,211	)			(13,646	)			(25	)
Collections of principal			(95	)			(130	)			(152	)
Allowance for credit losses			(500	)			(370	)			(906	)
Other adjustments			-				(305	)			-
Balance at December 31,		$	87,359			$	73,102			$	32,246

	(1)	During 2021, the Company acquired $13.4 million of mortgage loan receivables in connection with the Merger.

	(2)	During 2022, the Company recognized $4.0 million of profit participation related to the repayment of a mortgage loan, which is included in Other income, net on the Company’s Consolidated Statements of Income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2022, the Company had a total of 11 loans, all of which are performing.

Software Development Costs

As of December 31, 2022 and 2021, the Company had unamortized software development costs of $18.4 million, respectively.  The Company expensed $3.5 million, $3.1 million and $3.2 million in amortization of software development costs during the years ended December 31, 2022, 2021 and 2020, respectively.

13.  Notes Payable:

As of December 31, 2022 and 2021 the Company’s Notes payable, net consisted of the following (dollars in millions):

		Carrying Amount at December 31,								Interest Rate at December 31,												Maturity Date at
		2022				2021				2022						2021						December 31, 2022
Senior unsecured notes		$	6,803.0			$	7,002.1				1.90%	-	6.88%				1.90%	-	6.88%				Jan-2024 – Oct-2049
Credit facility (1)			-				-					n/a						n/a					Mar-2024
Fair value debt adjustments, net			44.4				81.0					n/a						n/a					n/a
Deferred financing costs, net (2)			(66.4	)			(56.0	)				n/a						n/a					n/a
		$	6,781.0			$	7,027.1					3.45%*						3.35%*

• Weighted-average interest rate

	(1)	Accrues interest at a rate of Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”), as defined, plus 0.755% and LIBOR plus 0.765% as of December 31, 2022 and 2021, respectively.

	(2)	As of December 31, 2022 and 2021, the Company had $2.5 million and $4.0 million of deferred financing costs, net related to the Credit Facility that are included in Other assets on the Company’s Consolidated Balance Sheets, respectively.

During the years ended December 31, 2022 and 2021, the Company issued the following senior unsecured notes (dollars in millions):

Date Issued		Amount Issued				Interest Rate				Maturity Date
Aug-22		$	650.0				4.600%			Feb-33
Feb-22		$	600.0				3.200%			Apr-32
Sept-21		$	500.0				2.25%			Dec-31

During the year ended December 31, 2022, the Company repaid the following senior unsecured notes (dollars in millions):

Date Paid		Amount Repaid				Interest Rate				Maturity Date
Sep-22 (1)		$	299.7				3.500%			Apr-23
Sep-22 (1) (2)		$	350.0				3.125%			Jun-23
Sep-22 (1) (2)		$	299.4				3.375%			Oct-22
Mar-22 (3)		$	500.0				3.400%			Nov-22

	(1)	There was no prepayment charge associated with this early repayment.

	(2)	Includes partial repayments during May and June 2022.

	(3)	The Company incurred a prepayment charge of $6.5 million and $0.7 million in write-off of deferred financing costs resulting from this early repayment, which are included in Early extinguishment of debt charges on the Company’s Consolidated Statements of Income.

In connection with the Merger, the Company assumed senior unsecured notes aggregating $1.5 billion (including fair market value adjustment of $95.6 million), which had scheduled maturity dates ranging from October 2022 to August 2028 and accrue interest at rates ranging from 3.25% to 6.88% per annum. The senior unsecured notes assumed during the Merger have covenants that are similar to the Company’s existing debt covenants for its senior unsecured notes.

The scheduled maturities of all notes payable, excluding unamortized fair value debt adjustments of $44.4 million and unamortized debt issuance costs of $66.4 million, as of December 31, 2022, were as follows (in millions):

		2023				2024				2025				2026				2027				Thereafter				Total
Principal payments		$	-			$	646.2			$	740.5			$	773.0			$	433.7			$	4,209.6			$	6,803.0

The Company’s supplemental indentures governing its Senior Unsecured Notes contain covenants whereby the Company is subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels, (b) certain debt service ratios and (c) certain asset to debt ratios. In addition, the Company is restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined therein, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Company's qualification as a REIT providing the Company is in compliance with its total leverage limitations. The Company was in compliance with all of the covenants as of December 31, 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Interest on the Company’s fixed-rate Senior Unsecured Notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.

Credit Facility

The Company had a $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks which was set to expire in March 2024, with two additional six month options to extend the maturity date, at the Company's discretion, to March 2025. The Credit Facility was a green credit facility tied to sustainability metric targets, as described in the agreement. In July 2022, the Company amended the Credit Facility to (i) replace LIBOR borrowings with SOFR borrowings, (ii) supplement the sustainability grid with an additional one basis point reduction of applicable margin if certain criteria as defined in the Credit Facility are met, (iii) add a leverage metric test which, if met, reduces the applicable margin by five basis points and (iv) obtain pre-approval of a possible organizational conversion to an UPREIT structure. The Company achieved such targets, which effectively reduced the rate on the Credit Facility by one basis point. The Credit Facility, accrued interest at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus 75.5 basis points (5.21% as of December 31, 2022), and can be increased to $2.75 billion through an accordion feature. Pursuant to the terms of the Credit Facility, the Company, among other things, was subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. As of December 31, 2022, the Credit Facility had no outstanding balance and appropriations for letters of credit of $1.2 million.

In February 2023, the Company closed on a new $2.0 billion unsecured revolving credit facility (the “New Credit Facility”) with a group of banks, which is scheduled to expire in March 2027 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2028.  The New Credit Facility could be increased to $2.75 billion through an accordion feature.  The New Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The New Credit Facility replaces the Company’s Credit Facility discussed above, that was scheduled to mature in March 2024.  The New Credit Facility accrues interest at a rate of Adjusted Term SOFR, as defined in the terms of the New Credit Facility, plus 77.5 basis points and fluctuates in accordance with the Company’s credit ratings, which can be further adjusted upward or downward by 0.04% based on the sustainability metric targets, as defined in the agreement.  The Company achieved certain sustainability metric targets, which effectively reduced the rate on the New Credit Facility by two basis points. Pursuant to the terms of the New Credit Facility, the Company continues to be subject to the same covenants under the Credit Facility. For a full description of the New Credit Facility’s covenants refer to the Amended and Restated Credit Agreement dated as of February 23, 2023, filed as Exhibit 10.20 to this Annual Report on Form 10-K.

14.  Mortgages Payable:

Mortgages, collateralized by certain shopping center properties (see Financial Statement Schedule III included in this annual report on Form 10-K), are generally due in monthly installments of principal and/or interest.

As of December 31, 2022 and 2021, the Company’s Mortgages payable, net consisted of the following (dollars in millions):

		Carrying Amount at December 31,								Interest Rate at December 31,												Maturity Date at
		2022				2021				2022						2021						December 31, 2022
Mortgages payable		$	379.3			$	439.2				3.23%	-	7.23%				3.23%	-	7.23%				May-2023 – Jun-2031
Fair value debt adjustments, net			(0.7	)			10.8					n/a						n/a					n/a
Deferred financing costs, net			(1.7	)			(1.3	)				n/a						n/a					n/a
		$	376.9			$	448.7					4.16%*						4.12%*

• Weighted-average interest rate

During 2022, the Company (i) assumed $79.4 million of mortgage debt (including fair market value adjustment of $9.4 million) encumbering six operating properties acquired in 2022, (ii) obtained a $19.0 million mortgage relating to a consolidated joint venture operating property and (iii) repaid $158.4 million of mortgage debt (including fair market value adjustment of $0.5 million) that encumbered 11 operating properties.

During 2021, the Company (i) assumed $234.1 million of individual non-recourse mortgage debt through the consolidation of nine operating properties, (ii) repaid $230.5 million of mortgage debt (including fair market value adjustment of $1.2 million) that encumbered 28 operating properties and (iii) deconsolidated $170.0 million of individual non-recourse mortgage debt relating to six operating properties, for which the Company no longer holds a controlling interest.

In addition, in connection with the Merger, the Company assumed mortgage debt of $317.7 million (including fair market value adjustment of $11.0 million) that encumbered 16 operating properties, which had scheduled maturity dates ranging from April 2022 to August 2038 and accrued interest at rates ranging from 3.50% to 6.95% per annum.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable, excluding unamortized fair value debt adjustments of $0.7 million and unamortized debt issuance costs of $1.7 million, as of December 31, 2022, were as follows (in millions):

		2023				2024				2025				2026				2027				Thereafter				Total
Principal payments		$	23.4			$	21.5			$	73.0			$	7.4			$	39.0			$	215.0			$	379.3

15. Other Liabilities

Embedded Derivative Liability

The Company evaluates its financial instruments, including equity-linked financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in each reporting period as a component of “Other income/(loss), net” on our accompanying Consolidated Statements of Income. The classification of freestanding derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period.

During the year ended December 31, 2022, the Company entered into an agreement to purchase a portfolio of eight properties for a sales price of $376.5 million, which were encumbered by $88.8 million of mortgage debt.  The Company paid cash of $152.1 million and issued 6,104,831 preferred units (“Preferred Outside Partner Units”) and 678,306 common units (“Common Outside Partner Units”) with a value of $135.7 million to the sellers (collectively, the "Outside Partner Units"). 

The transaction includes a call option for the Company to purchase the Outside Partner’s Unit interests 10 years from the anniversary date of the agreement. The holders of the Outside Partner Units have a put option that would require the Company to purchase (i) 50% the holder’s ownership interest after the first anniversary date, (ii) an additional 25% after the second anniversary date and (iii) the balance of the units after the third anniversary date.  The put and call options cannot be separated from the noncontrolling interest. The noncontrolling interests associated with these units are classified in mezzanine equity as redeemable noncontrolling interests as a result of the put right available to the unit holders in the future, an event that is not solely in the Company’s control.

This arrangement included an embedded derivative which required separate accounting. The initial value of the embedded derivative was a liability of $56.0 million at the date of purchase. The Company estimated the fair value of the derivative liability on issuance using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative was the fair value of the derivative liability on issuance. The analysis reflects the contractual terms of the redeemable preferred and common units and the estimated probability and timing of underlying events triggering the put and call options are inputs used to determine the estimated fair value of the embedded derivative. The Company has determined the majority of the inputs used to value its embedded derivative fall within Level 3 of the fair value hierarchy, and as a result, the fair value valuation of its embedded derivative held as of December 31, 2022 was classified as Level 3 in the fair value hierarchy and are required to be measured at fair value on a recurring basis, see Footnote 18 of the Notes to the Consolidated Financial Statements included in this Form 10-K.

16.  Noncontrolling Interests and Redeemable Noncontrolling Interests:

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Noncontrolling interests

The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired in 2006 partially through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value adjustment of $15.1 million (collectively, the "Units"). Since the acquisition date the Company has redeemed a substantial portion of these units. As of December 31, 2022 and 2021, noncontrolling interests relating to the remaining units was $4.7 million and $5.2 million, respectively. The Units related annual cash distribution rates and related conversion features consisted of the following as of December 31, 2022:

Type		Par Value Per Unit				Number of Units Remaining				Return Per Annum
Class B-1 Preferred Units (1)		$	10,000				166				7.0%
Class B-2 Preferred Units (2)		$	10,000				21				7.0%
Class C DownREIT Units (1)		$	30.52				52,797			Equal to the Company’s common stock dividend

	(1)	These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock, based upon the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets.

	(2)	These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.

The Company owns a shopping center located in Bay Shore, NY, which was acquired in 2006 with the issuance of 647,758 redeemable Class B Units at a par value of $37.24 per unit. The units accrue a return equal to the Company’s common stock dividend and are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a ratio of 1:1. These units are callable by the Company any time after April 3, 2026 and are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. During 2007, 30,000 units, or $1.1 million par value, of the Class B Units were redeemed and at the Company’s option settled in cash. In addition, during 2019 and 2018, 188,951 and 25,970 units, or $8.0 million and $1.1 million book value, respectively, of the Class B Units were redeemed and at the Company’s option settled in cash for $4.0 million and $0.5 million, respectively. The redemption value of these units is calculated using the 30-day weighted average closing price of the Company’s common stock prior to redemption. As of December 31, 2022 and 2021, noncontrolling interest relating to the remaining Class B Units was $16.1 million.

Noncontrolling interests also includes 138,015 convertible units issued during 2006 by the Company, which were valued at $5.3 million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in Albany, NY. These units are currently redeemable at the option of the holder for cash or at the option of the Company for the Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal to the dividend rate of the Company’s common stock.

In connection with the Merger, the Company acquired two consolidated joint ventures structured as DownREIT partnerships. As of the date of the Merger, the Raleigh Limited Partnership had 1,813,615 units and the Madison Village Limited Partnership had 174,411 units, together which had an aggregate fair value of $41.7 million. These ventures allow the outside limited partners to redeem their interest in the partnership (at the Company’s option) in cash or for the Company’s common stock at a ratio of 1:1. The unit holders are entitled to a distribution equal to the dividend rate of the Company’s common stock. During 2022, 73,286 units were redeemed for 73,286 common shares of the Company’s common stock with a redemption value of $1.7 million. This transaction resulted in a net decrease in Noncontrolling interests of $1.5 million and a corresponding decrease in Common stock and Paid-in capital totaling $1.5 million, on the Company’s Consolidated Balance Sheets. During 2021, 73,466 units were redeemed for 73,466 common shares of the Company’s common stock with a redemption value of $1.7 million. This transaction resulted in a net decrease in Noncontrolling interests of $1.5 million and a corresponding decrease in Common stock and Paid-in capital totaling $1.5 million, on the Company’s Consolidated Balance Sheets. As of December 31, 2022 and 2021, the aggregate redemption value of these noncontrolling interests was $38.6 million and $40.1 million, respectively.

In addition, the Company acquired ownership interests in eight consolidated joint ventures in connection with the Merger, which had noncontrolling interests of $132.3 million as of the date of the Merger.

During the year ended December 31, 2022, a consolidated joint venture (acquired with the Merger), in which the Company had a 15% controlling interest, disposed of five properties (encumbered by $42.8 million of mortgage debt, in aggregate) for a sales price of $105.5 million, in aggregate. The Company recognized impairment charges of $19.0 million, before the partner’s $15.8 million noncontrolling interests share of the impairment.  As a result of this transaction, the noncontrolling partner received a distribution of $50.3 million. 

Redeemable noncontrolling interests

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company owns eight shopping center properties located in Long Island, NY, which were acquired partially through the issuance of $122.1 million of Preferred Outside Partner Units and $13.6 million of Common Outside Partner Units during 2022, see Footnote 15 of the Notes to the Consolidated Financial Statements included in this Form 10-K. The Outside Partner Units related to these acquisitions totaled $135.7 million of units, including noncontrolling interests of $79.7 million and an embedded derivative liability associated with put and call options of these unitholders of $56.0 million. The noncontrolling interest is classified as mezzanine equity and included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets as a result of the put right available to the unit holders in the future, an event that is not solely in the Company’s control. The Outside Partner Units related annual cash distribution rates and related conversion features consisted of the following as of December 31, 2022:

Type		Par Value Per Unit				Number of Units Remaining				Return Per Annum
Preferred Outside Partner Units		$	20.00				6,104,831				3.75%
Common Outside Partner Units		$	20.00				678,306			Equal to the Company’s common stock dividend

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years ended December 31, 2022 and 2021 (in thousands):

		2022				2021
Balance at January 1,		$	13,480			$	15,784
Fair value allocation to unitholders/partnership interest (1) (2)			79,663				2,068
Income			1,770				751
Distributions (1)			(1,771	)			(2,819	)
Redemption/conversion of noncontrolling interests			(209	)			-
Adjustment to estimated redemption value (3)			-				(2,304	)
Balance at December 31,		$	92,933			$	13,480

	(1)	Relates to Outside Partner Units issued during 2022 described above.
	(2)	During January 2021, KIM RDC, LLC (“KIM RDC”), a wholly owned subsidiary of the Company, and KP Lancewood LLC (“KPR Member”) entered into a joint venture agreement wherein KIM RDC has a 100% controlling interest and KPR Member is entitled to a profit participation. The joint venture acquired two operating properties for a gross fair value of $104.0 million (see Footnote 4 of the Company’s Consolidated Financial Statements). During June 2021, the two joint venture properties were sold for a combined sales price of $108.0 million of which the KPR Member received a distribution of $2.1 million.

	(3)	During 2021, the Company recorded an adjustment to the estimated redemption fair market value of a noncontrolling interest in accordance with the provisions of the respective joint venture agreement and ASC 480, Accounting for Redeemable Equity Instruments. The Company assesses the fair market value of this noncontrolling interest on a recurring basis and determined that its valuation was classified within Level 3 of the fair value hierarchy. The estimated fair market value of this noncontrolling interest was based upon a discounted cash flow model, for which a capitalization rate of 5.50% and discount rate of 6.50% were utilized in the model based upon unobservable rates that the Company believes to be within a reasonable range of current market rates.

17. Variable Interest Entities (“VIE”):

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

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

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

		December 31, 2022				December 31, 2021
Number of unencumbered VIEs			29				30
Number of encumbered VIEs			3				4
Total number of consolidated VIEs			32				34
Restricted Assets:
Real estate, net		$	425.5			$	222.9
Cash and cash equivalents			7.9				2.0
Accounts and notes receivable, net			1.7				2.0
Other assets			1.5				1.0
Total Restricted Assets		$	436.6			$	227.9
VIE Liabilities:
Mortgages payable, net		$	109.7			$	78.9
Accounts payable and accrued expenses			10.9				11.8
Operating lease liabilities			5.2				6.7
Other liabilities			73.3				56.5
Total VIE Liabilities		$	199.1			$	153.9

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

18. Fair Value Disclosure of Financial Instruments:

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

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

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

		December 31,
		2022								2021
		Carrying Amounts				Estimated Fair Value				Carrying Amounts				Estimated Fair Value
Notes payable, net (1)		$	6,780,969			$	5,837,401			$	7,027,050			$	7,330,723
Mortgages payable, net (2)		$	376,917			$	311,659			$	448,652			$	449,758

	(1)	The Company determined that the valuation of its senior unsecured notes were classified within Level 2 of the fair value hierarchy. The estimated fair value amounts classified as Level 2 as of December 31, 2022 and 2021, were $5.8 billion and $7.3 billion, respectively.

	(2)	The Company determined that its valuation of these mortgages payable was classified within Level 3 of the fair value hierarchy.

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

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

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

		Balance at December 31, 2021				Level 1				Level 2				Level 3
Assets:
Marketable equity securities		$	1,211,739			$	1,211,739			$	-			$	-

The significant unobservable input (Level 3 inputs) used in measuring the Company's embedded derivative liability, which is categorized with Level 3 of the fair value hierarchy as of December 31, 2022, is the discount rate of 8.00%.

Assets measured at fair value on a non-recurring basis at December 31, 2021 are as follows (in thousands):

		Balance at December 31, 2021				Level 1				Level 2				Level 3
Other investments		$	9,834			$	-			$	-			$	9,834

19.  Preferred Stock, Common Stock and Convertible Unit Transactions:

Preferred Stock

The Company’s Board of Directors had authorized the repurchase of up to 900,000 depositary shares of Class L preferred stock and 1,058,000 depositary shares of Class M preferred stock through December 31, 2022, which represented up to 1,958 shares of the Company’s preferred stock, par value $1.00 per share. During the year ended December 31, 2022, the Company repurchased the following preferred stock:

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

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company’s Preferred Stock Depositary Shares for all classes are not convertible or exchangeable for any other property or securities of the Company. 

Voting Rights

The Class L and M Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.

As to any matter on which the Class L or M Preferred Stock may vote, including any actions by written consent, each share of the Class L or M Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class L or M Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class L or M Preferred Stock). As a result, each Class L or M Depositary Share is entitled to one vote.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $25,000 per share of Class L Preferred Stock and $25,000 per share of Class M Preferred Stock ($25.00 per each Class L and Class M Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights.

Common Stock

The Company has a share repurchase program, which is scheduled to expire February 29, 2024. Under this program, the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million. The Company did not repurchase any shares under the share repurchase program during 2022 and 2021. As of December 31, 2022, the Company had $224.9 million available under this share repurchase program.

During August 2021, the Company established an at-the-market continuous offering program (the “ATM program”) pursuant to which the Company may offer and sell from time-to-time shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. In addition, the Company may from time to time enter into separate forward sale agreements with one or more banks. During 2022, the Company issued 450,000 shares and received net proceeds after commissions of $11.3 million. During 2021, the Company issued 3.5 million shares and received net proceeds after commissions of $76.9 million. As of December 31, 2022, the Company had $411.0 million available under this ATM program.

In connection with the Merger, each Weingarten common share, issued and outstanding immediately prior to the effective time of the Merger, was converted into 1.408 shares of newly issued shares of Kimco common stock, resulting in approximately 179.9 million common shares being issued in connection with the Merger.

The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common stock relating to the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. During 2022, 2021 and 2020, the Company repurchased 567,450, 1,084,953 and 294,346 shares, respectively, relating to shares of common stock surrendered to the Company to satisfy statutory minimum tax withholding obligations relating to the vesting of restricted stock awards under the Company’s equity-based compensation plans.

Convertible Units

The Company has various types of convertible units that were issued in connection with the purchase of operating properties (see Footnote 16 of the Notes to Consolidated Financial Statements). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2022, is $54.5 million. The Company has the option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle in common stock, the unit holders would receive 2.6 million shares of common stock.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Dividends Declared

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

		Year Ended December 31,
		2022				2021				2020
Common Stock		$	0.84000			$	0.68000			$	0.54000
Class L Depositary Shares		$	1.28125			$	1.28125			$	1.28125
Class M Depositary Shares		$	1.31250			$	1.31250			$	1.31250

20.  Supplemental Schedule of Non-Cash Investing/Financing Activities:

The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2022, 2021 and 2020 (in thousands):

		2022				2021				2020
Acquisition of real estate interests:
Mortgages debt		$	79,362			$	-			$	-
Other liabilities		$	59,000			$	-			$	-
Redeemable noncontrolling interests		$	79,663			$	-			$	-
Capital expenditures accrual		$	29,079			$	34,651			$	37,411
Surrender of common stock		$	13,790			$	20,909			$	5,395
Declaration of dividends paid in succeeding period		$	5,326			$	5,366			$	5,366
Decrease in redeemable noncontrolling interests’ carrying amount		$	-			$	(2,304	)		$	(2,160	)
Lease liabilities arising from obtaining operating right-of-use assets		$	-			$	553			$	-
Allocation of fair value to noncontrolling interests		$	-			$	2,068			$	-
Purchase price fair value adjustment to prepaid rent		$	-			$	15,620			$	-
Decrease in noncontrolling interests from redemption of units for common stock		$	1,613			$	1,540			$	-
Weingarten Merger:
Real estate assets		$	-			$	5,627,469			$	-
Investments in and advances to real estate joint ventures		$	-			$	585,382			$	-
Notes payable		$	-			$	(1,497,632	)		$	-
Mortgages payable		$	-			$	(317,671	)		$	-
Below-market leases		$	-			$	(119,373	)		$	-
Noncontrolling interests		$	-			$	(177,039	)		$	-
Other assets and liabilities, net		$	-			$	(154,775	)		$	-
Lease liabilities arising from obtaining operating right-of-use assets		$	-			$	32,569			$	-
Lease liabilities arising from obtaining financing right-of-use assets		$	-			$	23,026			$	-
Common stock issued in exchange for Weingarten common shares		$	-			$	(3,738,735	)		$	-
Consolidation of Joint Ventures:
Increase in real estate and other assets, net		$	-			$	506,266			$	-
Increase in mortgages payable, other liabilities and noncontrolling interests		$	-			$	234,091			$	-
Deconsolidation of Joint Venture:
Decrease in real estate and other assets, net		$	-			$	300,099			$	-
Decrease in mortgages payable and other liabilities		$	-			$	170,000			$	-

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

		As of December 31, 2022				As of December 31, 2021
Cash and cash equivalents		$	146,970			$	325,631
Restricted cash			2,859				9,032
Total cash, cash equivalents and restricted cash		$	149,829			$	334,663

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KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

21.  Transactions with Related Parties:

Joint Ventures

The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint ventures in which certain stockholders of the Company have economic interests. Such services are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct costs incurred in connection with management of the centers. Substantially all of the Management and other fee income on the Company’s Consolidated Statements of Income constitute fees earned from affiliated entities. Reference is made to Footnote 7 of the Notes to Consolidated Financial Statements for additional information regarding transactions with related parties.

During 2022, the Company purchased the General Partner’s ownership interest in the KIR joint venture from Milton Cooper, Executive Chairman of the Board of Directors of the Company, for $0.1 million. There was no change in control as a result of this transaction.

Ripco

Ripco Real Estate Corp. (“Ripco”) business activities include serving as a leasing agent and representative for national and regional retailers including Target, Best Buy, Kohl’s and many others, providing real estate brokerage services and principal real estate investing. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Milton Cooper, Executive Chairman of the Board of Directors of the Company. During 2022, 2021 and 2020, the Company paid brokerage commissions of $0.3 million, $0.4 million and $0.5 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company.

Fifth Wall

During October 2021, Mary Hogan Preusse, a member of the Company’s Board of Directors, joined Fifth Wall as a Senior Advisor. The Company holds an investment in the Fifth Wall’s Climate Technology Fund with a commitment of up to $25.0 million, of which $14.5 million has been funded as of December 31, 2022 and a cost method investment of $1.5 million within Fifth Wall's Ventures SPV Fund as of December 31, 2022.

22.  Commitments and Contingencies:

Letters of Credit

The Company has issued letters of credit in connection with the completion and repayment guarantees primarily on certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At December 31, 2022, these letters of credit aggregated $43.3 million.

Funding Commitments

The Company has investments, including Fifth Wall discussed above, with funding commitments of $30.4 million, of which $16.5 million has been funded as of December 31, 2022.

Other

In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2022, there were $18.4 million in performance and surety bonds outstanding.

In connection with the Merger, the Company now provides a guaranty for the payment of any debt service shortfalls on the Sheridan Redevelopment Agency issued Series A bonds which are tax increment revenue bonds issued in connection with a development project in Sheridan, Colorado. These tax increment revenue bonds have a balance of $45.5 million outstanding at December 31, 2022. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ("PIF") to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The revenue generated from incremental sales, property taxes and PIF have satisfied the debt service requirements to date. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company taken as a whole as of December 31, 2022.

23.  Incentive Plans:

In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan (the “2010 Plan” and together with the 2020 Plan, the “Plan”) that expired in March 2020.  The 2020 Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards.  At December 31, 2022, the Company had 6.9 million shares of common stock available for issuance under the 2020 Plan.

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

The Company recognized expense associated with its equity awards of $26.6 million, $23.2 million and $23.7 million, for the years ended December 31, 2022, 2021 and 2020, respectively.  As of December 31, 2022, the Company had $43.1 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plan.  That cost is expected to be recognized over a weighted-average period of 2.8 years.

Stock Options

During 2022, 2021 and 2020, the Company did not grant any stock options. Information with respect to stock options outstanding under the 2010 Plan for the years ended December 31, 2022, 2021 and 2020 are as follows:

		Shares				Weighted-Average Exercise Price Per Share				Aggregate Intrinsic Value (in millions)
Options outstanding, January 1, 2020			1,297,936			$	19.60			$	2.0
Exercised			(63,365	)		$	15.48			$	0.2
Forfeited			(72,250	)		$	16.20
Options outstanding, December 31, 2020			1,162,321			$	20.03			$	-
Exercised			(315,750	)		$	19.19			$	1.1
Forfeited			(357,816	)		$	19.01
Options outstanding, December 31, 2021			488,755			$	21.48			$	1.5
Exercised			(205,871	)		$	20.56			$	0.8
Forfeited			(750	)		$	19.70
Options outstanding, December 31, 2022			282,134			$	22.13			$	-
Options exercisable (fully vested)
December 31, 2020			1,162,321			$	20.03			$	-
December 31, 2021			488,755			$	21.48			$	1.5
December 31, 2022			282,134			$	22.13			$	-

The exercise price per share for options outstanding as of December 31, 2022 ranges from $20.41 to $24.12. As of December 31, 2022, all of the Company’s outstanding options were vested. The weighted-average remaining contractual life for options outstanding and exercisable as of December 31, 2022 was 0.2 years. Cash received from options exercised under the 2010 Plan was $4.2 million, $6.1 million and $1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Restricted Stock

Information with respect to restricted stock under the Plan for the years ended December 31, 2022, 2021 and 2020 are as follows:

		2022				2021				2020
Restricted stock outstanding as of January 1,			2,347,608				2,394,825				2,367,843
Granted (1)			819,090				754,560				820,150
Vested			(511,772	)			(759,665	)			(784,120	)
Forfeited			(48,956	)			(42,112	)			(9,048	)
Restricted stock outstanding as of December 31,			2,605,970				2,347,608				2,394,825

(1)	The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2022, 2021 and 2020 were $24.27, $17.81 and $18.67, respectively.

Restricted shares have the same voting rights as the Company’s common stock and are entitled to a cash dividend per share equal to the Company’s common dividend which is taxable as ordinary income to the holder. For the years ended December 31, 2022, 2021 and 2020, the dividends paid on unvested restricted shares were $2.5 million, $1.8 million and $2.2 million, respectively.

Performance Shares

Information with respect to performance share awards under the Plan for the years ended December 31, 2022, 2021 and 2020 are as follows:

		2022				2021				2020
Performance share awards outstanding as of January 1,			1,052,100				913,800				704,530
Granted (1)			458,660				545,380				506,720
Vested (2)			(506,720	)			(407,080	)			(297,450	)
Performance share awards outstanding as of December 31,			1,004,040				1,052,100				913,800

(1)	The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2022, 2021 and 2020 were $31.19, $22.96 and $18.02, respectively.

(2)	For the years ended December 31, 2022, 2021 and 2020, the corresponding common stock equivalent of these vested awards were 998,238, 814,160 and 594,900 shares, respectively.

The more significant assumptions underlying the determination of fair values for these performance awards granted during 2022, 2021 and 2020 were as follows:

		2022				2021				2020
Stock price		$	24.27			$	17.87			$	18.93
Dividend yield (1)			0	%			0	%			0	%
Risk-free rate			1.72	%			0.20	%			1.42	%
Volatility (2)			49.07	%			48.41	%			24.67	%
Term of the award (years)			2.87				2.86				2.88

(1)	Total Shareholder Returns, as used in the performance share awards computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized.

(2)	Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over the look-back period based on the term of the award.

Other

The Company maintains a 401(k)-retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation, is fully vested and funded as of December 31, 2022. The Company’s contributions to the plan were $2.6 million, $2.4 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company recognized severance costs associated with employee retirements and terminations during the years ended December 31, 2022, 2021 and 2020, of $1.5 million, $14.4 million (including $13.7 million of severance costs included in Merger charges on the Company’s Consolidated Statements of Income) and $8.7 million, respectively.

24.  Defined Benefit Plan:

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

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KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The following table summarizes the measurement changes in the Benefit Plan’s projected benefit obligation, plan assets and funded status, as well as the components of net periodic benefit costs, including key assumptions, from January 1, 2022 through _December 31, 2022 (_in thousands):

		2022					2021*
Change in Projected Benefit Obligation:
Benefit obligation at beginning of period		$	36,995			$	73,081
Interest cost			1,052				762
Settlement payments			-				(29,107	)
Actuarial gain			(9,781	)			(6,831	)
Benefit payments			(2,101	)			(910	)
Benefit obligation at end of period		$	26,165			$	36,995
Change in Plan Assets:
Fair value of plan assets at beginning of period		$	43,653			$	74,025
Actual return on plan assets			(966	)			642
Settlement payments			-				(30,104	)
Benefit payments			(2,101	)			(910	)
Fair value of plan assets at end of period		$	40,586			$	43,653
Funded status at end of period (included in Accounts and notes receivable)		$	14,421			$	6,658
Accumulated benefit obligation		$	26,165			$	36,995
Net gain recognized in Accumulated other comprehensive income		$	10,581			$	2,216

• For the year ended December 31, 2021, the measurement changes are from the date of Merger.

The components of net periodic benefit income/(cost), included in Other income, net in the Company’s Consolidated Statements of Income for the years ended December 31, 2022 and 2021 are as follows (in thousands):

		2022				2021
Interest cost		$	(1,052	)		$	(750	)
Expected return on plan assets			413				2,125
Amortization of net gain			37				-
Settlement gain			-				2,216
Total		$	(602	)		$	3,591

The weighted-average assumptions used to determine the benefit obligation as of December 31, 2022 and 2021 are as follows:

		2022				2021
Discount rate			4.88	%			2.43	%
Salary scale increases			N/A				N/A
Interest credit rate for cash balance plan			4.50	%			4.50	%

The selection of the discount rate is made after comparison to yields based on cash investments. The long-term rate of return is a composite rate for the Benefit Plan. It is derived as the sum of the percentages invested in each principal asset class included in the portfolio multiplied by their respective expected rates of return. The Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the Benefit Plan portfolio. This analysis resulted in the selection of 1.00% as the long-term rate of return assumption for the year ended December 31, 2022.

No contributions are anticipated to be made to the Benefit Plan during 2023. The expected benefit payments for the next 10 years for the Benefit Plan is as follows (in millions):

		2023				2024				2025				2026				2027				2028 - 2032
Benefit payments		$	6.4			$	2.0			$	1.9			$	1.9			$	1.8			$	8.2

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KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Since termination of the Benefit Plan as of December 31, 2021, the Benefit Plan’s investment policy has changed to address the short-term capital needs for liquidation of the plan assets, as well as consider the market volatility risks by investing in and holding liquid assets, such as cash and short-term investments on hand, in order to satisfy the projected benefit obligation. The fair value of plan assets was determined based on publicly quoted market prices for identical assets, which are all classified as Level 1 observable inputs. The fair value and allocation of the plan assets as of December 31, 2022 and 2021 were as follows (in thousands):

		2022								2021
		Fair Value				Asset Allocation				Fair Value				Asset Allocation
Cash and short-term investments		$	40,586				100.0	%		$	26,246				60.1	%
Large company funds			-				-				7,130				16.3	%
Mid company funds			-				-				662				1.5	%
Small company funds			-				-				1,958				4.5	%
International funds			-				-				1,972				4.5	%
Fixed income funds			-				-				4,260				9.8	%
Growth funds			-				-				1,425				3.3	%
Total		$	40,586				100.0	%		$	43,653				100.0	%

25.  Income Taxes:

The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992. To qualify as a REIT, the Company must meet several organizational and operational requirements, and is required to annually distribute at least 90% of its net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, the Company will be subject to federal income tax at regular corporate rates to the extent that it distributes less than 100% of its net taxable income, including any net capital gains. Management intends to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate federal income tax, provided that dividends to its stockholders equal at least the amount of its REIT taxable income. If the Company were to fail to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and would not be permitted to elect REIT status for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through TRSs is subject to federal, state and local income taxes. The Company is also subject to local taxes on certain non-U.S. investments.

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KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Reconciliation between GAAP Net Income and Federal Taxable Income

The following table reconciles GAAP net income to taxable income for the years ended December 31, 2022, 2021 and 2020 (in thousands):

		2022				2021				2020
		(Estimated)				(Actual)				(Actual)
GAAP net income attributable to the Company		$	125,976			$	844,059			$	1,000,833
GAAP net (income)/loss attributable to TRSs			(6,251	)			(23,365	)			(956	)
GAAP net income from REIT operations (1)			119,725				820,694				999,877
Federal income taxes			47,302				-				-
Net book depreciation in excess of tax depreciation			130,678				77,951				(55,072	)
Deferred/prepaid/above-market and below-market rents, net			(38,810	)			(31,666	)			(16,632	)
Fair market value debt amortization			(38,303	)			(17,961	)			(3,847	)
Book/tax differences from executive compensation			23,248				19,882				10,388
Book/tax differences from equity awards			(7,846	)			(3,714	)			5,640
Book/tax differences from defined benefit plan			-				(2,948	)			-
Book/tax differences from investments in and advances to real estate joint ventures			18,020				16,030				40,176
Book/tax differences from sale of properties			217,797				(50,955	)			(10,547	)
Book/tax differences from accounts receivable			(8,566	)			(17,707	)			44,193
Book adjustment to property carrying values and marketable equity securities			335,233				(503,847	)			(589,698	)
Taxable currency exchange gain/(loss), net			198				1,945				(29	)
Tangible property regulation deduction			(61,492	)			-				(48,194	)
GAAP change in ownership of joint venture interests			45,767				(5,607	)			-
Dividends from TRSs			145				23,314				2
Severance accrual			(1,933	)			(5,608	)			5,874
Other book/tax differences, net (2)			(2,650	)			(20,299	)			(5069	)
Adjusted REIT taxable income		$	778,513			$	299,504			$	377,062

Certain amounts in the prior periods have been reclassified to conform to the current year presentation in the table above.

(1)	All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interests and TRSs.

(2)	Includes Merger related costs of $20.7 million for the year ended December 31, 2021.

Characterization of Distributions

The following characterizes distributions paid for tax purposes for the years ended December 31, 2022, 2021 and 2020, (amounts in thousands):

		2022								2021								2020
Preferred L Dividends
Ordinary income		$	9,657				84	%		$	11,185				97	%		$	4,382				38	%
Capital gain			1,839				16	%			346				3	%			7,149				62	%
		$	11,496				100	%		$	11,531				100	%		$	11,531				100	%
Preferred M Dividends
Ordinary income		$	11,615				84	%		$	13,469				97	%		$	5,277				38	%
Capital gain			2,212				16	%			417				3	%			8,609				62	%
		$	13,827				100	%		$	13,886				100	%		$	13,886				100	%
Common Dividends
Ordinary income		$	418,725				81	%		$	273,272				77	%		$	133,849				38	%
Capital gain			82,711				16	%			10,647				3	%			214,863				61	%
Return of capital			15,508				3	%			70,980				20	%			3,522				1	%
		$	516,944				100	%		$	354,899				100	%		$	352,234				100	%
Total dividends distributed for tax purposes		$	542,267							$	380,316							$	377,651

For the year ended December 31, 2022, the Company elected to retain the proceeds from the sale of ACI stock for general corporate purposes in lieu of distributing to its shareholders.  This undistributed long-term capital gain is allocated to, and reportable by, each shareholder, and each shareholder is also entitled to claim a federal income tax credit for its allocable share of the federal income tax paid by the Company for 2022.  The allocable share of the long-term capital gain and the federal tax credit will be reported to direct holders of Kimco common shares, on Form 2439, and to others in year-end reporting documents issued by brokerage firms if Kimco shares are held in a brokerage account.  For the years ended December 31, 2021 and 2020 cash dividends paid for tax purposes were equivalent to, or in excess of, taxable income.

Taxable REIT Subsidiaries and Taxable Entities

The Company is subject to federal, state and local income taxes on income reported through its TRS activities, which include wholly owned subsidiaries of the Company. The Company’s TRSs include Kimco Realty Services II, Inc. (“KRS”), FNC Realty Corporation, Kimco Insurance Company (collectively “KRS Consolidated”) and the consolidated entity, Blue Ridge Real Estate Company/Big Boulder Corporation. In connection with the Merger, the Company acquired Weingarten/Investments Inc. (“WII”), a TRS of Weingarten.

The Company is subject to local non-U.S. taxes on certain investments located outside the U.S.  In general, under local country law applicable to the entity ownership structures the Company has in place and applicable tax treaties, the repatriation of cash to the Company from its subsidiaries and joint ventures in Canada are generally subject to withholding tax, but entities in Puerto Rico and Mexico generally are not subject to withholding tax. The Company is subject to and includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are primarily held by the Company at the REIT level and not in the Company’s TRSs. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.

95

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.  The Company’s (provision)/benefit for income taxes relating to the Company for the years ended December 31, 2022, 2021 and 2020, are summarized as follows (in thousands):

		2022				2021				2020
TRSs and taxable entities		$	533			$	(3,380	)		$	522
REIT (1)			(57,187	)			-				(1,500	)
Total tax provision		$	(56,654	)		$	(3,380	)		$	(978	)

	(1)	During 2022, the Company sold shares of ACI and recognized a long-term capital gain for tax purposes of $251.5 million. The Company elected to retain the proceeds from this stock sale for general corporate purposes and pay corporate income tax on the taxable gain. The Company accrued and paid federal taxes of $47.3 million and estimated state and local taxes of $9.9 million on this undistributed long term capital gain. This undistributed long-term capital gain is allocated to, and reportable by, each shareholder, and each shareholder is also entitled to claim a federal income tax credit for its allocable share of the federal income tax paid by the Company for 2022. The allocable share of the long-term capital gain and the federal tax credit will be reported to direct holders of Kimco common stock, on Form 2439, and to others in year-end reporting documents issued by brokerage firms if the Company’s common stock is held in a brokerage account.

Deferred Tax Assets, Liabilities and Valuation Allowances

The Company’s deferred tax assets and liabilities at December 31, 2022 and 2021, were as follows (in thousands):

		2022				2021
Deferred tax assets:
Tax/GAAP basis differences		$	4,165			$	3,286
Net operating losses (1)			1,836				4,580
Tax credit carryforwards (2)			-				2,340
Valuation allowance			-				(4,067	)
Total deferred tax assets			6,001				6,139
Deferred tax liabilities			(6,551	)			(8,058	)
Net deferred tax liabilities		$	(550	)		$	(1,919	)

	(1)	Net operating losses do not expire.

	(2)	Expiration dates ranging from 2027 to 2035.

96

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

The major differences between the GAAP basis of accounting and the basis of accounting used for federal and state income tax reporting consist of impairment charges recorded for GAAP purposes, but not recognized for tax purposes, depreciation and amortization, rental revenue recognized on the straight-line method for GAAP, reserves for doubtful accounts, above-market and below-market lease amortization, differences in GAAP and tax basis of assets sold, and the period in which certain gains were recognized for tax purposes, but not yet recognized under GAAP.

Deferred tax assets and deferred tax liabilities are included in the captions Other assets and Other liabilities on the Company’s Consolidated Balance Sheets at December 31, 2022 and 2021.

Under GAAP 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 (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized.  The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. Effective August 1, 2016, the Company merged Kimco Realty Services, Inc. (“KRSI”), a TRS holding REIT qualifying real estate, into a wholly owned LLC (the “TRS Merger”) and KRSI was dissolved. As a result of the TRS Merger, the Company determined that the realization of its then net deferred tax assets was not deemed more likely than not and as such, the Company recorded a full valuation allowance against these net deferred tax assets that existed at the time of the Merger. During the year ended December 31, 2022, the Company was able to utilize the deferred tax assets to reduce the tax liability on the undistributed long term capital gain.

Uncertain Tax Positions

The Company is subject to income tax in certain jurisdictions outside the U.S., principally Canada and Mexico. The statute of limitations on assessment of tax varies from three to seven years depending on the jurisdiction and tax issue. Tax returns filed in each jurisdiction are subject to examination by local tax authorities. The Company concluded audits by the Canadian Revenue Agency, which resulted in no adjustments or assessments. The Company had accrued $1.4 million of non-current uncertain tax positions and related interest under the provisions of the authoritative guidance that addresses accounting for income taxes at December 31, 2021, which was included in Other liabilities on the Company’s Consolidated Balance Sheets. Due to the expiration of the statute of limitations with respect to these uncertain tax positions, the $1.4 million accrual was reversed in the year ended December 31, 2022. The Company does not believe that the total amount of unrecognized tax benefits as of December 31, 2022, will significantly increase or decrease within the next 12 months.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

26. Captive Insurance Company:

In October 2007, the Company formed a wholly owned captive insurance company, KIC, which provides general liability insurance coverage for all losses below the deductible under the Company’s third party liability insurance policy. The Company created KIC as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate. Like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms. KIC assumes occurrence basis general liability coverage (not including casualty loss or business interruption) for the Company and its affiliates under the terms of a reinsurance agreement entered into by KIC and the reinsurance provider.

From October 1, 2007 through December 31, 2022, KIC assumes 100% of the first $250,000 per occurrence risk layer. This coverage is subject to annual aggregates ranging between $7.8 million and $11.5 million per policy year. The annual aggregate is adjustable based on the amount of audited square footage of the insureds’ locations and can be adjusted for subsequent program years. Defense costs erode the stated policy limits. KIC is required to pay the reinsurance provider for unallocated loss adjustment expenses an amount ranging between 8.0% and 12.2% of incurred losses for the policy periods ending September 30, 2008 through February 1, 2021. Beginning February 1, 2021 through February 1, 2023, ULAE is billed on a fee per claim basis ranging between $53 and $1,523 based on the claim type. These amounts do not erode the Company’s per occurrence or aggregate limits.

In connection with the Merger, the Company acquired U.S. Fire & Indemnity Company (“US Fire”), a captive insurance company which was wholly owned by Weingarten. US Fire began providing direct coverage to Weingarten with limits of $100,000 per occurrence for all other perils except for flood, named windstorm and earthquake, which had a $5,000,000 annual aggregate. The coverage was cancelled upon the effective date of the Merger. In addition, US Fire assumed general liability coverage from a third-party reinsurer, with limits of $250,000 per occurrence with a $2,000,000 annual aggregate. The reinsurance arrangement was terminated effective as of the Merger date and all risks were assumed by KIC’s reinsurance provider. Effective December 15, 2021, US Fire merged into KIC, with KIC continuing as the surviving company.

As of December 31, 2022, the Company maintained letters of credit in the amount of $27.1 million issued in favor of the reinsurance provider to provide security for the Company’s obligations under its agreements with the reinsurance providers.

98

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

Activity in the liability for unpaid losses and loss adjustment expenses for the years ended December 31, 2022 and 2021, is summarized as follows (in thousands):

		2022				2021
Balance at the beginning of the year		$	19,655			$	13,742
Incurred related to:
Current year			5,694				5,375
Prior years (1)			125				5,281
Total incurred			5,819				10,656
Paid related to:
Current year			(645	)			(759	)
Prior years			(4,627	)			(3,984	)
Total paid			(5,272	)			(4,743	)
Balance at the end of the year		$	20,202			$	19,655

(1)	Relates to changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses. For the year ended December 31, 2021, includes $5.3 million of liability incurred as a result of the Merger.

27. Accumulated Other Comprehensive Income (“AOCI”):

The following table displays the change in the components of AOCI for the years ended December 31, 2021 and 2022:

		Unrealized Gains Related to Defined Benefit Plan
Balance as of January 1, 2021		$	-
Other comprehensive income before reclassifications			2,216
Amounts reclassified from AOCI			-
Net current-period other comprehensive income			2,216
Balance as of December 31, 2021			2,216
Other comprehensive income before reclassifications			8,365
Amounts reclassified from AOCI			-
Net current-period other comprehensive income			8,365
Balance as of December 31, 2022		$	10,581

28. Earnings Per Share:

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

		For the Year Ended December 31,
		2022				2021				2020
Computation of Basic and Diluted Earnings Per Share:
Net income available to the Company's common shareholders		$	100,758			$	818,643			$	975,417
Change in estimated redemption value of redeemable noncontrolling interests			-				2,304				2,160
Earnings attributable to participating securities			(2,182	)			(5,346	)			(6,347	)
Net income available to the Company’s common shareholders for basic earnings per share			98,576				815,601				971,230
Distributions on convertible units			-				3,087				161
Net income available to the Company’s common shareholders for diluted earnings per share		$	98,576			$	818,688			$	971,391
Weighted average common shares outstanding – basic			615,528				506,248				429,950
Effect of dilutive securities (1):
Equity awards			2,283				2,422				1,475
Assumed conversion of convertible units			47				2,715				208
Weighted average common shares outstanding – diluted			617,858				511,385				431,633
Net income available to the Company's common shareholders:
Basic earnings per share		$	0.16			$	1.61			$	2.26
Diluted earnings per share		$	0.16			$	1.60			$	2.25

(1)

The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Net income available to the Company's common shareholders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 0.3 million, 0 million and 1.2 million stock options that were not dilutive as of December 31, 2022, 2021 and 2020, respectively.

99

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

 

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

29. Subsequent Events:

Prior to January 1, 2023, the business of Kimco Realty Corporation (the “Company”) was conducted through a predecessor entity also known as Kimco Realty Corporation (the “Predecessor”). On December 14, 2022, the Predecessor’s Board of Directors approved the reorganization (the “Reorganization”) of the Predecessor’s business into an umbrella partnership real estate investment trust, or “UPREIT”. On January 1, 2023, to effect the Reorganization, the Company completed a merger (the “UPREIT Merger”) with KRC Merger Sub Corp. (“Merger Sub”), which was a Maryland corporation and wholly-owned subsidiary of the Company (formerly known as New KRC Corp.) (the “Parent Company”), which was a Maryland corporation and wholly-owned subsidiary of the Predecessor.  Pursuant to the UPREIT Merger, Merger Sub merged with and into the Predecessor, with the Predecessor continuing as the surviving entity and a wholly-owned subsidiary of the Parent Company, and each outstanding share of capital stock of the Predecessor was converted into one equivalent share of capital stock of the Parent Company (each of which has continued to trade under their respective existing ticker symbol with the same rights, powers and limitations that existed immediately prior to the Reorganization). Effective as of January 3, 2023, the Predecessor converted into a limited liability company, organized in the State of Delaware, known as Kimco Realty OP, LLC (“Kimco OP”). In connection with the Reorganization, the Parent Company changed its name to Kimco Realty Corporation, and replaced the Predecessor as the New York Stock Exchange-listed public company.

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

See Footnote 9 of the Company’s Consolidated Financial Statements for discussion of the ACI special dividend.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2022, 2021 and 2020 (in thousands)

		Balance at beginning of period				Charged to expenses				Adjustments to valuation accounts				Deductions				Balance at end of period
Year Ended December 31, 2022
Allowance for uncollectable accounts (1)		$	8,339			$	-			$	-			$	(1,357	)		$	6,982
Allowance for deferred tax asset		$	4,067			$	-			$	(4,067	)		$	-			$	-
Year Ended December 31, 2021
Allowance for uncollectable accounts (1)		$	22,377			$	-			$	-			$	(14,038	)		$	8,339
Allowance for deferred tax asset		$	36,957			$	-			$	(32,890	)		$	-			$	4,067
Year Ended December 31, 2020
Allowance for uncollectable accounts (1)		$	-			$	22,377			$	-			$	-			$	22,377
Allowance for deferred tax asset		$	42,703			$	-			$	(5,746	)		$	-			$	36,957

	(1)	Includes allowances on accounts receivable and straight-line rents.

101

 

KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2022
(in thousands)

			INITIAL COST								COST CAPITALIZED SUBSEQUENT TO								BUILDING												TOTAL COST, NET OF							DATE OF
							BUILDING AND				ACQUISITION								AND								ACCUMULATED				ACCUMULATED				ENCUMBRANCES			ACQUISITION(A)
DESCRIPTION	State		LAND				IMPROVEMENTS				(1)				LAND				IMPROVEMENTS				TOTAL				DEPRECIATION				DEPRECIATION				(2)			CONSTRUCTION(C)
SHOPPING CENTERS
ARCADIA BILTMORE PLAZA	AZ		$	850			$	1,212			$	9			$	850			$	1,221			$	2,071			$	191			$	1,880			$	-		2021(A)
BELL CAMINO CENTER	AZ			2,427				6,439				956				2,427				7,395				9,822				2,772				7,050				-		2012(A)
BELL CAMINO-SAFEWAY PARCEL	AZ			1,104				4,574				-				1,104				4,574				5,678				533				5,145				-		2019(A)
BROADWAY MARKETPLACE	AZ			3,517				10,303				511				3,518				10,813				14,331				919				13,412				-		2021(A)
CAMELBACK MILLER PLAZA	AZ			6,236				29,230				798				6,237				30,027				36,264				2,742				33,522				-		2021(A)
CAMELBACK VILLAGE SQUARE	AZ			-				13,038				414				-				13,452				13,452				1,147				12,305				-		2021(A)
CHRISTOWN SPECTRUM	AZ			33,831				91,004				16,234				76,639				64,430				141,069				19,295				121,774				-		2015(A)
COLLEGE PARK SHOPPING CENTER	AZ			3,277				7,741				1,269				3,277				9,010				12,287				3,645				8,642				-		2011(A)
DESERT VILLAGE	AZ			6,465				22,025				(36	)			6,465				21,989				28,454				1,764				26,690				-		2021(A)
ENTRADA DE ORO PLAZA	AZ			5,700				11,044				5				5,700				11,049				16,749				1,021				15,728				-		2021(A)
FOUNTAIN PLAZA	AZ			4,794				20,373				52				4,794				20,425				25,219				1,191				24,028				-		2021(A)
MADERA VILLAGE	AZ			3,980				8,110				57				3,980				8,167				12,147				805				11,342				-		2021(A)
MADISON VILLAGE MARKETPLACE	AZ			4,090				18,343				204				4,090				18,547				22,637				1,483				21,154				-		2021(A)
MESA RIVERVIEW	AZ			15,000				-				142,787				308				157,479				157,787				74,754				83,033				-		2005(C)
METRO SQUARE	AZ			4,101				16,411				2,634				4,101				19,045				23,146				11,692				11,454				-		1998(A)
MONTE VISTA VILLAGE CENTER	AZ			4,064				8,344				2				4,064				8,346				12,410				673				11,737				-		2021(A)
NORTH VALLEY	AZ			6,862				18,201				15,053				4,796				35,320				40,116				8,277				31,839				-		2011(A)
PLAZA AT MOUNTAINSIDE	AZ			2,450				9,802				2,452				2,450				12,254				14,704				8,103				6,601				-		1997(A)
PLAZA DEL SOL	AZ			5,325				21,270				1,791				4,578				23,808				28,386				11,542				16,844				-		1998(A)
PUEBLO ANOZIRA	AZ			7,734				27,063				31				7,734				27,094				34,828				2,020				32,808				12,218		2021(A)
RAINTREE RANCH CENTER	AZ			7,720				30,743				(20	)			7,720				30,723				38,443				2,023				36,420				-		2021(A)
RED MOUNTAIN GATEWAY	AZ			4,653				10,410				217				4,653				10,627				15,280				1,204				14,076				-		2021(A)
SCOTTSDALE HORIZON	AZ			8,191				36,728				1,080				8,191				37,808				45,999				2,440				43,559				-		2021(A)
SCOTTSDALE WATERFRONT	AZ			15,872				30,112				(199	)			15,872				29,913				45,785				2,232				43,553				-		2021(A)
SHOPPES AT BEARS PATH	AZ			3,445				2,874				45				3,445				2,919				6,364				354				6,010				-		2021(A)
SQUAW PEAK PLAZA	AZ			2,515				17,021				88				2,515				17,109				19,624				1,492				18,132				-		2021(A)
VILLAGE CROSSROADS	AZ			5,663				24,981				1,413				5,663				26,394				32,057				8,382				23,675				-		2011(A)

280 METRO CENTER	CA			38,735				94,903				733				38,735				95,636				134,371				20,295				114,076				-		2015(A)
580 MARKET PLACE	CA			12,769				48,768				32				12,769				48,800				61,569				2,687				58,882				-		2021(A)
8000 SUNSET STRIP S.C.	CA			43,012				85,115				721				43,012				85,836				128,848				6,964				121,884				-		2021(A)
AAA BUILDING AT STEVENS CREEK	CA			1,661				3,114				-				1,661				3,114				4,775				195				4,580				-		2021(A)
ANAHEIM PLAZA	CA			34,228				73,765				5,171				34,228				78,936				113,164				6,381				106,783				-		2021(A)
BLACK MOUNTAIN VILLAGE	CA			4,678				11,913				2,154				4,678				14,067				18,745				5,997				12,748				-		2007(A)
BROOKHURST CENTER	CA			10,493				31,358				4,205				22,300				23,756				46,056				6,417				39,639				-		2016(A)
BROOKVALE SHOPPING CENTER	CA			14,050				19,771				1,226				14,050				20,997				35,047				1,620				33,427				-		2021(A)
CAMBRIAN PARK PLAZA	CA			41,258				2,015				1,490				41,258				3,505				44,763				1,168				43,595				-		2021(A)
CENTERWOOD PLAZA	CA			10,981				10,702				85				10,981				10,787				21,768				979				20,789				-		2021(A)
CHICO CROSSROADS	CA			9,976				30,535				(5,393	)			7,905				27,213				35,118				12,086				23,032				-		2008(A)
CHINO HILLS MARKETPLACE	CA			17,702				72,529				147				17,702				72,676				90,378				5,165				85,213				-		2021(A)
CITY HEIGHTS	CA			10,687				28,325				(442	)			13,909				24,661				38,570				6,426				32,144				-		2012(A)
CORONA HILLS PLAZA	CA			13,361				53,373				12,796				13,361				66,169				79,530				41,900				37,630				-		1998(A)
COSTCO PLAZA - 541	CA			4,996				19,983				601				4,996				20,584				25,580				13,175				12,405				-		1998(A)
CREEKSIDE CENTER	CA			3,871				11,563				914				5,154				11,194				16,348				2,049				14,299				-		2016(A)
CROCKER RANCH	CA			7,526				24,878				112				7,526				24,990				32,516				5,920				26,596				-		2015(A)
CUPERTINO VILLAGE	CA			19,886				46,535				27,695				19,886				74,230				94,116				26,513				67,603				-		2006(A)
EL CAMINO PROMENADE	CA			7,372				37,592				4,244				7,372				41,836				49,208				2,425				46,783				-		2021(A)
FREEDOM CENTRE	CA			8,933				18,622				81				8,933				18,703				27,636				1,672				25,964				-		2021(A)
FULTON MARKET PLACE	CA			2,966				6,921				16,707				6,280				20,314				26,594				6,197				20,397				-		2005(A)
GATEWAY AT DONNER PASS	CA			4,516				8,319				14,682				8,759				18,758				27,517				3,435				24,082				-		2015(A)
GATEWAY PLAZA	CA			18,372				65,851				73				18,372				65,924				84,296				4,589				79,707				23,944		2021(A)
GREENHOUSE MARKETPLACE	CA			10,976				27,721				(68	)			10,976				27,653				38,629				2,649				35,980				-		2021(A)
GREENHOUSE MARKETPLACE II	CA			5,346				7,188				(566	)			5,346				6,622				11,968				649				11,319				-		2021(A)
HOME DEPOT PLAZA	CA			4,592				18,345				2				4,592				18,347				22,939				11,727				11,212				-		1998(A)
KENNETH HAHN PLAZA	CA			4,115				7,661				(865	)			-				10,911				10,911				4,908				6,003				-		2010(A)
LA MIRADA THEATRE CENTER	CA			8,817				35,260				(291	)			6,889				36,897				43,786				22,863				20,923				-		1998(A)
LA VERNE TOWN CENTER	CA			8,414				23,856				12,766				16,362				28,674				45,036				8,089				36,947				-		2014(A)
LABAND VILLAGE SHOPPING CENTER	CA			5,600				13,289				(1,005	)			5,607				12,277				17,884				7,005				10,879				-		2008(A)
LAKEWOOD PLAZA	CA			1,294				3,669				(3,574	)			-				1,389				1,389				847				542				-		2014(A)
LAKEWOOD VILLAGE	CA			8,597				24,375				(221	)			11,683				21,068				32,751				6,373				26,378				-		2014(A)
LINCOLN HILLS TOWN CENTER	CA			8,229				26,127				443				8,229				26,570				34,799				7,377				27,422				-		2015(A)
LINDA MAR SHOPPING CENTER	CA			16,549				37,521				5,068				16,549				42,589				59,138				11,953				47,185				-		2014(A)
MADISON PLAZA	CA			5,874				23,476				4,943				5,874				28,419				34,293				15,722				18,571				-		1998(A)
NORTH COUNTY PLAZA	CA			10,205				28,934				501				20,895				18,745				39,640				5,394				34,246				-		2014(A)
NOVATO FAIR S.C.	CA			9,260				15,600				2,130				9,260				17,730				26,990				7,981				19,009				-		2009(A)
ON THE CORNER AT STEVENS CREEK	CA			1,825				4,641				-				1,825				4,641				6,466				324				6,142				-		2021(A)
PLAZA DI NORTHRIDGE	CA			12,900				40,575				1,291				12,900				41,866				54,766				17,878				36,888				-		2005(A)
POWAY CITY CENTRE	CA			5,855				13,792				9,208				7,248				21,607				28,855				11,283				17,572				-		2005(A)
RANCHO PENASQUITOS TOWNE CTR I	CA			14,852				20,342				792				14,852				21,134				35,986				5,146				30,840				-		2015(A)
RANCHO PENASQUITOS TWN CTR II	CA			12,945				20,324				805				12,945				21,129				34,074				5,005				29,069				-		2015(A)
RANCHO PENASQUITOS-VONS PROP.	CA			2,918				9,146				-				2,918				9,146				12,064				993				11,071				-		2019(A)
RANCHO SAN MARCOS VILLAGE	CA			9,050				29,357				5,749				9,483				34,673				44,156				1,721				42,435				-		2021(A)
REDWOOD CITY PLAZA	CA			2,552				6,215				5,901				2,552				12,116				14,668				3,364				11,304				-		2009(A)
SAN DIEGO CARMEL MOUNTAIN	CA			5,323				8,874				(1,955	)			5,323				6,919				12,242				2,584				9,658				-		2009(A)
SAN MARCOS PLAZA	CA			1,883				12,044				2,580				1,883				14,624				16,507				772				15,735				-		2021(A)
SANTEE TROLLEY SQUARE	CA			40,209				62,964				519				40,209				63,483				103,692				21,856				81,836				-		2015(A)
SILVER CREEK PLAZA	CA			33,541				53,176				96				33,541				53,272				86,813				3,656				83,157				-		2021(A)
SOUTH NAPA MARKET PLACE	CA			1,100				22,159				21,689				23,119				21,829				44,948				13,846				31,102				-		2006(A)
SOUTHAMPTON CENTER	CA			10,289				64,096				(163	)			10,289				63,933				74,222				4,080				70,142				20,550		2021(A)
STANFORD RANCH	CA			10,584				30,007				3,069				9,983				33,677				43,660				7,834				35,826				-		2014(A)
STEVENS CREEK CENTRAL S.C.	CA			41,818				45,886				37				41,818				45,923				87,741				3,553				84,188				-		2021(A)
STONY POINT PLAZA	CA			10,361				38,054				(221	)			10,361				37,833				48,194				2,390				45,804				-		2021(A)
TRUCKEE CROSSROADS	CA			2,140				28,325				(18,388	)			2,140				9,937				12,077				6,387				5,690				482		2006(A)
WESTLAKE SHOPPING CENTER	CA			16,174				64,819				110,511				16,174				175,330				191,504				73,429				118,075				-		2002(A)
WESTMINSTER CENTER	CA			60,428				64,973				238				60,428				65,211				125,639				7,890				117,749				49,285		2021(A)
WHITTWOOD TOWN CENTER	CA			57,136				105,815				4,175				57,139				109,987				167,126				24,625				142,501				-		2017(A)

CROSSING AT STONEGATE	CO			11,909				33,111				131				11,909				33,242				45,151				2,195				42,956				-		2021(A)
DENVER WEST 38TH STREET	CO			161				647				335				161				982				1,143				745				398				-		1998(A)
EAST BANK S.C.	CO			1,501				6,180				6,437				1,501				12,617				14,118				5,041				9,077				-		1998(A)
EDGEWATER MARKETPLACE	CO			7,807				32,706				457				7,807				33,163				40,970				1,909				39,061				-		2021(A)
ENGLEWOOD PLAZA	CO			806				3,233				1,020				806				4,253				5,059				2,549				2,510				-		1998(A)
GREELEY COMMONS	CO			3,313				20,070				4,084				3,313				24,154				27,467				6,742				20,725				-		2012(A)
HERITAGE WEST S.C.	CO			1,527				6,124				2,783				1,527				8,907				10,434				5,174				5,260				-		1998(A)
HIGHLANDS RANCH II	CO			3,515				11,756				1,263				3,515				13,019				16,534				4,264				12,270				-		2013(A)
HIGHLANDS RANCH VILLAGE S.C.	CO			8,135				21,580				1,002				5,337				25,380				30,717				6,745				23,972				-		2011(A)
LOWRY TOWN CENTER	CO			3,271				32,685				290				3,271				32,975				36,246				1,982				34,264				-		2021(A)
MARKET AT SOUTHPARK	CO			9,783				20,780				5,704				9,783				26,484				36,267				7,626				28,641				-		2011(A)
NORTHRIDGE SHOPPING CENTER	CO			4,933				16,496				2,933				8,934				15,428				24,362				4,426				19,936				-		2013(A)
QUINCY PLACE S.C.	CO			1,148				4,608				2,715				1,148				7,323				8,471				4,625				3,846				-		1998(A)
RIVER POINT AT SHERIDAN	CO			13,223				30,444				243				12,331				31,579				43,910				4,156				39,754				-		2021(A)
RIVER POINT AT SHERIDAN II	CO			1,255				4,231				-				1,255				4,231				5,486				321				5,165				-		2021(A)
VILLAGE CENTER - HIGHLAND RANCH	CO			1,140				2,660				284				1,140				2,944				4,084				697				3,387				-		2014(A)
VILLAGE CENTER WEST	CO			2,011				8,361				791				2,011				9,152				11,163				2,506				8,657				-		2011(A)
VILLAGE ON THE PARK	CO			2,194				8,886				20,340				3,018				28,402				31,420				8,771				22,649				-		1998(A)
BRIGHT HORIZONS	CT			1,212				4,611				84				1,212				4,695				5,907				1,623				4,284				-		2012(A)
HAMDEN MART	CT			13,668				40,890				6,414				14,226				46,746				60,972				12,255				48,717				18,317		2016(A)
HOME DEPOT PLAZA	CT			7,705				30,798				3,971				7,705				34,769				42,474				20,797				21,677				-		1998(A)
NEWTOWN S.C.	CT			-				15,635				422				-				16,057				16,057				3,524				12,533				-		2014(A)
WEST FARM SHOPPING CENTER	CT			5,806				23,348				20,007				7,585				41,576				49,161				22,138				27,023				-		1998(A)
WILTON CAMPUS	CT			10,169				31,893				1,789				10,169				33,682				43,851				9,818				34,033				-		2013(A)
WILTON RIVER PARK SHOPPING CTR	CT			7,155				27,509				864				7,155				28,373				35,528				7,908				27,620				-		2012(A)
BRANDYWINE COMMONS	DE			-				36,057				(770	)			-				35,287				35,287				8,912				26,375				-		2014(A)
CAMDEN SQUARE	DE			123				67				4,756				3,024				1,922				4,946				310				4,636				-		2003(A)
PROMENADE AT CHRISTIANA	DE			14,372				-				6,422				8,340				12,454				20,794				960				19,834				-		2014(C)

ARGYLE VILLAGE	FL			5,228				36,814				236				5,228				37,050				42,278				3,165				39,113				-		2021(A)
BELMART PLAZA	FL			1,656				3,394				5,751				1,656				9,145				10,801				2,018				8,783				-		2014(A)
BOCA LYONS PLAZA	FL			13,280				37,751				26				13,280				37,777				51,057				2,288				48,769				-		2021(A)
CAMINO SQUARE	FL			574				2,296				(398	)			734				1,738				2,472				12				2,460				-		1992(A)
CARROLLWOOD COMMONS	FL			5,220				16,884				4,331				5,220				21,215				26,435				12,503				13,932				-		1997(A)
CENTER AT MISSOURI AVENUE	FL			294				792				7,385				294				8,177				8,471				2,796				5,675				-		1968(C)
CHEVRON OUTPARCEL	FL			531				1,253				-				531				1,253				1,784				465				1,319				-		2010(A)
COLONIAL PLAZA	FL			25,516				54,604				5,648				25,516				60,252				85,768				5,701				80,067				-		2021(A)
CORAL POINTE S.C.	FL			2,412				20,508				923				2,412				21,431				23,843				4,864				18,979				-		2015(A)
CORAL SQUARE PROMENADE	FL			710				2,843				4,218				710				7,061				7,771				4,821				2,950				-		1994(A)
CORSICA SQUARE S.C.	FL			7,225				10,757				304				7,225				11,061				18,286				2,843				15,443				-		2015(A)
COUNTRYSIDE CENTRE	FL			11,116				41,581				1,000				11,116				42,581				53,697				3,607				50,090				-		2021(A)
CURLEW CROSSING SHOPPING CTR	FL			5,316				12,529				1,000				3,312				15,533				18,845				7,778				11,067				-		2005(A)
DANIA POINTE	FL			105,113				-				34,980				26,094				113,999				140,093				9,997				130,096				-		2016(C)
DANIA POINTE - PHASE II (3)	FL			-				-				263,235				26,550				236,685				263,235				13,344				249,891				-		2016(C)
EMBASSY LAKES	FL			6,565				18,104				873				6,565				18,977				25,542				1,146				24,396				-		2021(A)
FLAGLER PARK	FL			26,163				80,737				7,065				26,725				87,240				113,965				32,380				81,585				-		2007(A)
FT LAUDERDALE #1, FL	FL			1,003				2,602				16,845				1,774				18,676				20,450				12,434				8,016				-		1974(C)
FT. LAUDERDALE/CYPRESS CREEK	FL			14,259				28,042				4,004				14,259				32,046				46,305				13,485				32,820				-		2009(A)
GRAND OAKS VILLAGE	FL			7,409				19,654				413				5,846				21,630				27,476				6,308				21,168				-		2011(A)
GROVE GATE S.C.	FL			366				1,049				793				366				1,842				2,208				1,680				528				-		1968(C)
IVES DAIRY CROSSING	FL			733				4,080				11,511				721				15,603				16,324				10,993				5,331				-		1985(A)
KENDALE LAKES PLAZA	FL			18,491				28,496				(516	)			15,362				31,109				46,471				11,135				35,336				-		2009(A)
LARGO PLAZA	FL			23,571				63,604				70				23,571				63,674				87,245				5,362				81,883				-		2021(A)
MAPLEWOOD PLAZA	FL			1,649				6,626				2,019				1,649				8,645				10,294				5,330				4,964				-		1997(A)
MARATHON SHOPPING CENTER	FL			2,413				8,069				1,306				1,515				10,273				11,788				2,400				9,388				-		2013(A)
MERCHANTS WALK	FL			2,581				10,366				10,982				2,581				21,348				23,929				12,337				11,592				-		2001(A)
MILLENIA PLAZA PHASE II	FL			7,711				20,703				5,283				7,698				25,999				33,697				11,064				22,633				-		2009(A)
MILLER ROAD S.C.	FL			1,138				4,552				4,721				1,138				9,273				10,411				6,448				3,963				-		1986(A)
MILLER WEST PLAZA	FL			6,726				10,661				217				6,726				10,878				17,604				2,664				14,940				-		2015(A)
MISSION BELL SHOPPING CENTER	FL			5,056				11,843				8,818				5,067				20,650				25,717				8,853				16,864				-		2004(A)
NASA PLAZA	FL			-				1,754				5,170				-				6,924				6,924				4,562				2,362				-		1968(C)
OAK TREE PLAZA	FL			-				917				2,526				-				3,443				3,443				2,864				579				-		1968(C)
OAKWOOD BUSINESS CTR-BLDG 1	FL			6,793				18,663				3,605				6,793				22,268				29,061				9,067				19,994				-		2009(A)
OAKWOOD PLAZA NORTH	FL			35,301				141,731				2,233				35,301				143,964				179,265				26,976				152,289				-		2016(A)
OAKWOOD PLAZA SOUTH	FL			11,127				40,592				(24	)			11,127				40,568				51,695				8,458				43,237				-		2016(A)
PALMS AT TOWN & COUNTRY	FL			30,137				94,674				(513	)			30,137				94,161				124,298				6,554				117,744				-		2021(A)
PALMS AT TOWN & COUNTRY LIFESTYLE	FL			26,597				92,088				349				26,597				92,437				119,034				6,391				112,643				-		2021(A)
PARK HILL PLAZA	FL			10,764				19,264				1,458				10,764				20,722				31,486				6,097				25,389				-		2011(A)
PHILLIPS CROSSING	FL			-				53,536				348				-				53,884				53,884				3,753				50,131				-		2021(A)
PLANTATION CROSSING	FL			2,782				8,077				2,713				2,782				10,790				13,572				2,129				11,443				-		2017(A)
POMPANO POINTE S.C.	FL			10,517				14,356				630				10,517				14,986				25,503				2,842				22,661				-		2012(A)
RENAISSANCE CENTER	FL			9,104				36,541				14,700				9,123				51,222				60,345				25,671				34,674				-		1998(A)
RIVERPLACE SHOPPING CTR.	FL			7,503				31,011				2,598				7,200				33,912				41,112				12,921				28,191				-		2010(A)
RIVERSIDE LANDINGS S.C.	FL			3,512				14,440				703				3,512				15,143				18,655				3,454				15,201				-		2015(A)
SEA RANCH CENTRE	FL			3,298				21,259				73				3,298				21,332				24,630				1,464				23,166				-		2021(A)
SHOPPES AT DEERFIELD	FL			19,069				69,485				(67	)			19,069				69,418				88,487				5,531				82,956				-		2021(A)
SHOPPES AT DEERFIELD II	FL			788				6,388				3				788				6,391				7,179				366				6,813				-		2021(A)
SHOPS AT SANTA BARBARA PHASE 1	FL			743				5,374				243				743				5,617				6,360				1,359				5,001				-		2015(A)
SHOPS AT SANTA BARBARA PHASE 2	FL			332				2,489				73				332				2,562				2,894				637				2,257				-		2015(A)
SHOPS AT SANTA BARBARA PHASE 3	FL			330				2,359				11				330				2,370				2,700				518				2,182				-		2015(A)
SODO S.C.	FL			-				68,139				6,103				142				74,100				74,242				25,980				48,262				-		2008(A)
SOUTH MIAMI S.C.	FL			1,280				5,134				5,007				1,280				10,141				11,421				5,787				5,634				-		1995(A)
SUNSET 19 S.C.	FL			12,460				55,354				270				12,460				55,624				68,084				4,322				63,762				-		2021(A)
TJ MAXX PLAZA	FL			10,341				38,660				108				10,341				38,768				49,109				2,709				46,400				-		2021(A)
TRI-CITY PLAZA	FL			2,832				11,329				24,275				2,832				35,604				38,436				9,057				29,379				-		1992(A)
TUTTLEBEE PLAZA	FL			255				828				2,834				255				3,662				3,917				2,399				1,518				-		2008(A)
UNIVERSITY TOWN CENTER	FL			5,515				13,041				554				5,515				13,595				19,110				4,738				14,372				-		2011(A)
VILLAGE COMMONS S.C.	FL			2,026				5,106				2,032				2,026				7,138				9,164				2,267				6,897				-		2013(A)
VILLAGE COMMONS SHOPPING CENTER	FL			2,192				8,774				5,811				2,192				14,585				16,777				8,243				8,534				-		1998(A)
VILLAGE GREEN CENTER	FL			11,405				13,466				131				11,405				13,597				25,002				1,278				23,724				17,310		2021(A)
VIZCAYA SQUARE	FL			5,773				20,965				171				5,773				21,136				26,909				1,552				25,357				-		2021(A)
WELLINGTON GREEN COMMONS	FL			19,528				32,521				4				19,528				32,525				52,053				2,367				49,686				15,345		2021(A)
WELLINGTON GREEN PAD SITES	FL			3,854				1,777				2,484				3,854				4,261				8,115				287				7,828				-		2021(A)
WINN DIXIE-MIAMI	FL			2,990				9,410				(52	)			3,544				8,804				12,348				1,995				10,353				-		2013(A)
WINTER PARK CORNERS	FL			5,191				42,530				(223	)			5,191				42,307				47,498				2,253				45,245				-		2021(A)

BRAELINN VILLAGE	GA			7,315				20,739				290				3,731				24,613				28,344				6,121				22,223				-		2014(A)
BROWNSVILLE COMMONS	GA			593				5,488				(82	)			593				5,406				5,999				399				5,600				-		2021(A)
CAMP CREEK MARKETPLACE II	GA			4,441				38,596				53				4,441				38,649				43,090				2,729				40,361				-		2021(A)
EMBRY VILLAGE	GA			18,147				33,010				4,419				18,161				37,415				55,576				24,952				30,624				-		2008(A)
GRAYSON COMMONS	GA			2,600				13,358				(63	)			2,600				13,295				15,895				1,273				14,622				-		2021(A)
LAKESIDE MARKETPLACE	GA			2,238				28,579				418				2,238				28,997				31,235				1,849				29,386				-		2021(A)
LAWRENCEVILLE MARKET	GA			8,878				29,691				1,625				9,060				31,134				40,194				9,812				30,382				-		2013(A)
MARKET AT HAYNES BRIDGE	GA			4,881				21,549				1,998				4,890				23,538				28,428				9,634				18,794				-		2008(A)
PERIMETER EXPO PROPERTY	GA			14,770				44,295				2,485				16,142				45,408				61,550				10,045				51,505				-		2016(A)
PERIMETER VILLAGE	GA			5,418				67,522				(132	)			5,418				67,390				72,808				4,557				68,251				26,809		2021(A)
RIVERWALK MARKETPLACE	GA			3,512				18,863				27				3,388				19,014				22,402				3,948				18,454				-		2015(A)
ROSWELL CORNERS	GA			4,536				47,054				(115	)			4,536				46,939				51,475				2,723				48,752				-		2021(A)
ROSWELL CROSSING	GA			6,270				45,338				19				6,270				45,357				51,627				3,076				48,551				-		2021(A)
THOMPSON BRIDGE COMMONS	GA			414				1,576				-				414				1,576				1,990				66				1,924				-		2021(A)
CLIVE PLAZA	IA			501				2,002				-				501				2,002				2,503				1,382				1,121				-		1996(A)
HAWTHORN HILLS SQUARE	IL			6,784				33,034				3,297				6,784				36,331				43,115				12,958				30,157				-		2012(A)
PLAZA DEL PRADO	IL			10,204				28,410				1,682				10,172				30,124				40,296				6,612				33,684				-		2017(A)
SKOKIE POINTE	IL			-				2,276				9,794				2,628				9,442				12,070				5,198				6,872				-		1997(A)
GREENWOOD S.C.	IN			423				1,883				21,327				1,641				21,992				23,633				5,543				18,090				-		1970(C)
FESTIVAL ON JEFFERSON COURT	KY			5,627				26,790				238				5,627				27,028				32,655				2,579				30,076				-		2021(A)
ADAMS PLAZA	MA			2,089				3,227				224				2,089				3,451				5,540				924				4,616				-		2014(A)
BROADWAY PLAZA	MA			6,485				343				-				6,485				343				6,828				219				6,609				-		2014(A)
FALMOUTH PLAZA	MA			2,361				13,066				1,785				2,361				14,851				17,212				3,454				13,758				-		2014(A)
FELLSWAY PLAZA	MA			5,300				11,014				1,283				5,300				12,297				17,597				3,016				14,581				-		2014(A)
FESTIVAL OF HYANNIS S.C.	MA			15,038				40,683				2,588				15,038				43,271				58,309				11,861				46,448				-		2014(A)
GLENDALE SQUARE	MA			4,699				7,141				438				4,699				7,579				12,278				2,111				10,167				-		2014(A)
LINDEN PLAZA	MA			4,628				3,535				607				4,628				4,142				8,770				1,742				7,028				-		2014(A)
MAIN ST. PLAZA	MA			556				2,139				(33	)			523				2,139				2,662				700				1,962				-		2014(A)
MEMORIAL PLAZA	MA			16,411				27,554				1,333				16,411				28,887				45,298				6,321				38,977				-		2014(A)
MILL ST. PLAZA	MA			4,195				6,203				1,060				4,195				7,263				11,458				1,718				9,740				-		2014(A)
MORRISSEY PLAZA	MA			4,097				3,751				2,753				4,097				6,504				10,601				631				9,970				-		2014(A)
NORTH AVE. PLAZA	MA			1,164				1,195				172				1,164				1,367				2,531				471				2,060				-		2014(A)
NORTH QUINCY PLAZA	MA			6,333				17,954				1				3,894				20,394				24,288				4,486				19,802				-		2014(A)
PARADISE PLAZA	MA			4,183				12,195				1,264				4,183				13,459				17,642				3,822				13,820				-		2014(A)
VINNIN SQUARE IN-LINE	MA			582				2,095				28				582				2,123				2,705				430				2,275				-		2014(A)
VINNIN SQUARE PLAZA	MA			5,545				16,324				382				5,545				16,706				22,251				5,196				17,055				-		2014(A)
WASHINGTON ST. PLAZA	MA			11,008				5,652				10,175				12,958				13,877				26,835				4,502				22,333				-		2014(A)
WASHINGTON ST. S.C.	MA			7,381				9,987				3,160				7,381				13,147				20,528				3,035				17,493				-		2014(A)
WAVERLY PLAZA	MA			1,215				3,623				584				1,203				4,219				5,422				1,116				4,306				-		2014(A)

CENTRE COURT-GIANT	MD			3,854				12,770				127				3,854				12,897				16,751				4,204				12,547				3,500		2011(A)
CENTRE COURT-OLD COURT/COURTYD	MD			2,279				5,285				40				2,279				5,325				7,604				1,559				6,045				-		2011(A)
CENTRE COURT-RETAIL/BANK	MD			1,035				7,786				527				1,035				8,313				9,348				2,231				7,117				477		2011(A)
COLUMBIA CROSSING	MD			3,613				34,345				2,533				3,613				36,878				40,491				7,682				32,809				-		2015(A)
COLUMBIA CROSSING II SHOP.CTR.	MD			3,138				19,868				4,614				3,138				24,482				27,620				5,673				21,947				-		2013(A)
COLUMBIA CROSSING OUTPARCELS	MD			1,279				2,871				49,620				14,854				38,916				53,770				5,993				47,777				-		2011(A)
DORSEY'S SEARCH VILLAGE CENTER	MD			6,322				27,996				916				6,322				28,912				35,234				5,933				29,301				-		2015(A)
ENCHANTED FOREST S.C.	MD			20,124				34,345				1,626				20,124				35,971				56,095				8,701				47,394				-		2014(A)
FULLERTON PLAZA	MD			14,238				6,744				10,776				14,238				17,520				31,758				3,675				28,083				-		2014(A)
GAITHERSBURG S.C.	MD			245				6,788				2,046				245				8,834				9,079				5,095				3,984				-		1999(A)
GREENBRIER S.C.	MD			8,891				30,305				1,148				8,891				31,453				40,344				7,389				32,955				-		2014(A)
HARPER'S CHOICE	MD			8,429				18,374				1,952				8,429				20,326				28,755				4,662				24,093				-		2015(A)
HICKORY RIDGE	MD			7,184				26,948				1,172				7,184				28,120				35,304				5,583				29,721				-		2015(A)
HICKORY RIDGE (SUNOCO)	MD			543				2,122				-				543				2,122				2,665				528				2,137				-		2015(A)
INGLESIDE S.C.	MD			10,417				17,889				790				10,417				18,679				29,096				4,923				24,173				-		2014(A)
KENTLANDS MARKET SQUARE	MD			20,167				84,615				19,621				20,167				104,236				124,403				16,761				107,642				-		2016(A)
KINGS CONTRIVANCE	MD			9,308				31,760				1,537				9,308				33,297				42,605				8,760				33,845				-		2014(A)
LAUREL PLAZA	MD			350				1,398				6,687				1,571				6,864				8,435				3,222				5,213				-		1995(A)
LAUREL PLAZA	MD			275				1,101				174				275				1,275				1,550				1,259				291				-		1972(C)
MILL STATION DEVELOPMENT	MD			21,321				-				65,635				16,076				70,880				86,956				4,275				82,681				-		2015(C)
MILL STATION THEATER/RSTRNTS	MD			23,379				1,090				(3,643	)			14,738				6,088				20,826				1,851				18,975				-		2016(C)
PIKE CENTER	MD			-				61,389				21,743				21,849				61,283				83,132				2,979				80,153				-		2021(A)
PUTTY HILL PLAZA	MD			4,192				11,112				1,213				4,192				12,325				16,517				4,095				12,422				-		2013(A)
RADCLIFFE CENTER	MD			12,043				21,188				(67	)			12,043				21,121				33,164				5,743				27,421				-		2014(A)
RIVERHILL VILLAGE CENTER	MD			16,825				23,282				1,186				16,825				24,468				41,293				6,717				34,576				-		2014(A)
SHAWAN PLAZA	MD			4,466				20,222				(97	)			4,466				20,125				24,591				13,763				10,828				-		2008(A)
SHOPS AT DISTRICT HEIGHTS	MD			8,166				21,971				(1,413	)			7,298				21,426				28,724				4,058				24,666				-		2015(A)
SNOWDEN SQUARE S.C.	MD			1,929				4,558				5,155				3,326				8,316				11,642				2,526				9,116				-		2012(A)
TIMONIUM CROSSING	MD			2,525				14,863				391				2,525				15,254				17,779				3,559				14,220				-		2014(A)
TIMONIUM SQUARE	MD			6,000				24,283				14,197				7,311				37,169				44,480				19,940				24,540				-		2003(A)
TOWSON PLACE	MD			43,887				101,765				6,803				43,271				109,184				152,455				31,249				121,206				-		2012(A)
VILLAGES AT URBANA	MD			3,190				6				20,514				4,829				18,881				23,710				4,109				19,601				-		2003(A)
WILDE LAKE	MD			1,468				5,870				26,763				2,577				31,524				34,101				12,882				21,219				-		2002(A)
WILKENS BELTWAY PLAZA	MD			9,948				22,126				1,956				9,948				24,082				34,030				5,399				28,631				-		2014(A)
YORK ROAD PLAZA	MD			4,277				37,206				590				4,277				37,796				42,073				8,219				33,854				-		2014(A)

THE FOUNTAINS AT ARBOR LAKES	MN			28,585				66,699				14,854				29,485				80,653				110,138				37,158				72,980				-		2006(A)
CENTER POINT S.C.	MO			-				550				-				-				550				550				550				-				-		1998(A)
BRENNAN STATION	NC			7,750				20,557				258				6,322				22,243				28,565				7,671				20,894				-		2011(A)
BRENNAN STATION OUTPARCEL	NC			628				1,666				(196	)			450				1,648				2,098				452				1,646				-		2011(A)
CAPITAL SQUARE	NC			3,528				12,159				16				3,528				12,175				15,703				1,267				14,436				-		2021(A)
CLOVERDALE PLAZA	NC			541				720				7,432				541				8,152				8,693				4,489				4,204				-		1969(C)
CROSSROADS PLAZA	NC			768				3,099				1,270				768				4,369				5,137				2,594				2,543				-		2000(A)
CROSSROADS PLAZA	NC			13,406				86,456				1,965				13,406				88,421				101,827				22,025				79,802				-		2014(A)
DAVIDSON COMMONS	NC			2,979				12,860				655				2,979				13,515				16,494				4,003				12,491				-		2012(A)
FALLS POINTE	NC			4,049				27,415				42				4,049				27,457				31,506				1,642				29,864				-		2021(A)
HIGH HOUSE CROSSING	NC			3,604				10,950				91				3,604				11,041				14,645				1,030				13,615				-		2021(A)
HOPE VALLEY COMMONS	NC			3,743				16,808				67				3,743				16,875				20,618				1,067				19,551				-		2021(A)
JETTON VILLAGE SHOPPES	NC			3,875				10,292				656				2,144				12,679				14,823				3,723				11,100				-		2011(A)
LEESVILLE TOWNE CENTRE	NC			5,693				37,053				30				5,693				37,083				42,776				2,327				40,449				-		2021(A)
MOORESVILLE CROSSING	NC			12,014				30,604				360				11,447				31,531				42,978				14,473				28,505				-		2007(A)
NORTHWOODS S.C.	NC			2,696				9,397				1				2,696				9,398				12,094				787				11,307				-		2021(A)
PARK PLACE SC	NC			5,461				16,163				4,925				5,470				21,079				26,549				10,001				16,548				-		2008(A)
PLEASANT VALLEY PROMENADE	NC			5,209				20,886				23,741				5,209				44,627				49,836				25,613				24,223				-		1993(A)
QUAIL CORNERS	NC			7,318				26,676				2,288				7,318				28,964				36,282				6,719				29,563				-		2014(A)
SIX FORKS S.C.	NC			-				78,366				205				-				78,571				78,571				5,518				73,053				-		2021(A)
STONEHENGE MARKET	NC			3,848				37,900				(173	)			3,848				37,727				41,575				1,990				39,585				-		2021(A)
TYVOLA SQUARE	NC			-				4,736				9,573				-				14,309				14,309				10,950				3,359				-		1986(A)
WOODLAWN MARKETPLACE	NC			919				3,571				3,338				919				6,909				7,828				4,873				2,955				-		2008(A)
WOODLAWN SHOPPING CENTER	NC			2,011				5,834				2,138				2,011				7,972				9,983				2,592				7,391				-		2012(A)
ROCKINGHAM PLAZA	NH			2,661				10,644				24,283				3,149				34,439				37,588				17,634				19,954				-		2008(A)
WEBSTER SQUARE	NH			11,683				41,708				7,589				11,683				49,297				60,980				11,449				49,531				-		2014(A)
WEBSTER SQUARE - DSW	NH			1,346				3,638				132				1,346				3,770				5,116				807				4,309				-		2017(A)
WEBSTER SQUARE NORTH	NH			2,163				6,511				245				2,163				6,756				8,919				1,668				7,251				-		2016(A)
CENTRAL PLAZA	NJ			3,170				10,603				2,051				5,145				10,679				15,824				4,034				11,790				-		2013(A)
CLARK SHOPRITE 70 CENTRAL AVE	NJ			3,497				11,694				995				13,960				2,226				16,186				1,493				14,693				-		2013(A)
COMMERCE CENTER EAST	NJ			1,519				5,080				1,753				7,235				1,117				8,352				783				7,569				-		2013(A)
COMMERCE CENTER WEST	NJ			386				1,290				161				794				1,043				1,837				327				1,510				-		2013(A)
COMMONS AT HOLMDEL	NJ			16,538				38,760				9,029				16,538				47,789				64,327				21,089				43,238				-		2004(A)
EAST WINDSOR VILLAGE	NJ			9,335				23,778				994				9,335				24,772				34,107				9,728				24,379				-		2008(A)
GARDEN STATE PAVILIONS	NJ			7,531				10,802				28,443				12,204				34,572				46,776				11,775				35,001				-		2011(A)
HILLVIEW SHOPPING CENTER	NJ			16,008				32,607				2,217				16,008				34,824				50,832				7,768				43,064				-		2014(A)
HOLMDEL TOWNE CENTER	NJ			10,825				43,301				11,678				10,825				54,979				65,804				29,458				36,346				-		2002(A)
MAPLE SHADE	NJ			-				9,958				2,327				-				12,285				12,285				4,170				8,115				-		2009(A)
MARLTON PLAZA	NJ			-				4,319				303				-				4,622				4,622				2,963				1,659				-		1996(A)
NORTH BRUNSWICK PLAZA	NJ			3,205				12,820				30,103				3,205				42,923				46,128				25,150				20,978				-		1994(A)
PISCATAWAY TOWN CENTER	NJ			3,852				15,411				1,761				3,852				17,172				21,024				10,757				10,267				-		1998(A)
PLAZA AT HILLSDALE	NJ			7,602				6,994				1,658				7,602				8,652				16,254				2,665				13,589				-		2014(A)
PLAZA AT SHORT HILLS	NJ			20,155				11,062				786				20,155				11,848				32,003				3,470				28,533				-		2014(A)
RIDGEWOOD S.C.	NJ			450				2,107				1,303				450				3,410				3,860				2,248				1,612				-		1993(A)
SHOP RITE PLAZA	NJ			2,418				6,364				3,007				2,418				9,371				11,789				7,651				4,138				-		1985(C)
UNION CRESCENT III	NJ			7,895				3,011				28,966				8,697				31,175				39,872				22,168				17,704				-		2007(A)
WESTMONT PLAZA	NJ			602				2,405				15,161				602				17,566				18,168				9,460				8,708				-		1994(A)
WILLOWBROOK PLAZA	NJ			15,320				40,997				10,816				15,320				51,813				67,133				12,284				54,849				-		2009(A)
NORTH TOWNE PLAZA - ALBUQUERQUE	NM			3,598				33,327				78				3,598				33,405				37,003				2,691				34,312				-		2021(A)
CHARLESTON COMMONS	NV			29,704				24,267				427				29,704				24,694				54,398				4,162				50,236				-		2021(A)
COLLEGE PARK S.C.-N LAS VEGAS	NV			2,100				18,413				(91	)			2,100				18,322				20,422				1,683				18,739				-		2021(A)
D'ANDREA MARKETPLACE	NV			11,556				29,435				852				11,556				30,287				41,843				12,067				29,776				-		2007(A)
DEL MONTE PLAZA	NV			2,489				5,590				1,095				2,210				6,964				9,174				3,640				5,534				535		2006(A)
DEL MONTE PLAZA ANCHOR PARCEL	NV			6,513				17,600				188				6,520				17,781				24,301				3,179				21,122				-		2017(A)
FRANCISCO CENTER	NV			1,800				10,085				(897	)			1,800				9,188				10,988				1,041				9,947				-		2021(A)
GALENA JUNCTION	NV			8,931				17,503				1,280				8,931				18,783				27,714				5,480				22,234				-		2015(A)
MCQUEEN CROSSINGS	NV			5,017				20,779				1,298				5,017				22,077				27,094				7,989				19,105				-		2015(A)
RANCHO TOWNE & COUNTRY	NV			7,785				13,364				(20	)			7,785				13,344				21,129				1,160				19,969				-		2021(A)
REDFIELD PROMENADE	NV			4,415				32,035				52				4,415				32,087				36,502				10,756				25,746				-		2015(A)
SPARKS MERCANTILE	NV			6,222				17,069				486				6,222				17,555				23,777				5,368				18,409				-		2015(A)

501 NORTH BROADWAY	NY			-				1,176				(50	)			-				1,126				1,126				529				597				-		2007(A)
AIRPORT PLAZA	NY			22,711				107,012				5,278				22,711				112,290				135,001				27,158				107,843				-		2015(A)
BELLMORE S.C.	NY			1,272				3,184				1,836				1,272				5,020				6,292				2,713				3,579				-		2004(A)
BIRCHWOOD PLAZA COMMACK	NY			3,630				4,775				1,397				3,630				6,172				9,802				2,557				7,245				-		2007(A)
BRIDGEHAMPTON COMMONS-W&E SIDE	NY			1,812				3,107				42,184				1,858				45,245				47,103				26,390				20,713				-		1972(C)
CARMAN'S PLAZA	NY			12,558				37,290				2,240				12,562				39,526				52,088				995				51,093				-		2022(A)
CHAMPION FOOD SUPERMARKET	NY			758				1,875				(25	)			2,241				367				2,608				261				2,347				-		2012(A)
ELMONT S.C.	NY			3,012				7,606				6,885				3,012				14,491				17,503				5,365				12,138				-		2004(A)
ELMSFORD CENTER 1	NY			4,134				1,193				-				4,134				1,193				5,327				332				4,995				-		2013(A)
ELMSFORD CENTER 2	NY			4,076				15,599				1,118				4,245				16,548				20,793				5,366				15,427				-		2013(A)
FAMILY DOLLAR UNION TURNPIKE	NY			909				2,250				244				1,057				2,346				3,403				688				2,715				-		2012(A)
FOREST AVENUE PLAZA	NY			4,559				10,441				3,084				4,559				13,525				18,084				5,055				13,029				-		2005(A)
FRANKLIN SQUARE S.C.	NY			1,079				2,517				3,785				1,079				6,302				7,381				2,508				4,873				-		2004(A)
GREAT NECK OUTPARCEL	NY			4,019				-				-				4,019				-				4,019				-				4,019				-		2022(A)
GREENRIDGE PLAZA	NY			2,940				11,812				8,111				3,148				19,715				22,863				11,302				11,561				-		1997(A)
HAMPTON BAYS PLAZA	NY			1,495				5,979				3,431				1,495				9,410				10,905				8,530				2,375				-		1989(A)
HICKSVILLE PLAZA	NY			3,543				8,266				2,628				3,543				10,894				14,437				5,105				9,332				-		2004(A)
INDEPENDENCE PLAZA	NY			12,279				34,814				230				16,132				31,191				47,323				9,853				37,470				-		2014(A)
JERICHO COMMONS SOUTH	NY			12,368				33,071				3,734				12,368				36,805				49,173				15,032				34,141				2,219		2007(A)
KEY FOOD - 21ST STREET	NY			1,091				2,700				(165	)			1,669				1,957				3,626				526				3,100				-		2012(A)
KEY FOOD - ATLANTIC AVE	NY			2,273				5,625				509				4,809				3,598				8,407				1,179				7,228				-		2012(A)
KEY FOOD - CENTRAL AVE.	NY			2,788				6,899				(395	)			2,603				6,689				9,292				1,873				7,419				-		2012(A)
KINGS HIGHWAY	NY			2,744				6,811				2,283				2,744				9,094				11,838				4,526				7,312				-		2004(A)
KISSENA BOULEVARD SHOPPING CTR	NY			11,610				2,933				1,801				11,610				4,734				16,344				1,373				14,971				-		2007(A)
LITTLE NECK PLAZA	NY			3,277				13,161				6,172				3,277				19,333				22,610				10,296				12,314				-		2003(A)
MANETTO HILL PLAZA	NY			264				584				16,432				264				17,016				17,280				8,057				9,223				-		1969(C)
MANHASSET CENTER	NY			4,567				19,166				33,401				3,472				53,662				57,134				32,885				24,249				-		1999(A)
MARKET AT BAY SHORE	NY			12,360				30,708				6,722				12,360				37,430				49,790				17,423				32,367				11,994		2006(A)
MASPETH QUEENS-DUANE READE	NY			1,872				4,828				1,037				1,872				5,865				7,737				2,577				5,160				-		2004(A)
MILLERIDGE INN	NY			7,500				481				(34	)			7,500				447				7,947				66				7,881				-		2015(A)
MINEOLA CROSSINGS	NY			4,150				7,521				487				4,150				8,008				12,158				3,019				9,139				-		2007(A)
NORTH MASSAPEQUA S.C.	NY			1,881				4,389				(1,787	)			-				4,483				4,483				4,328				155				-		2004(A)
OCEAN PLAZA	NY			564				2,269				19				564				2,288				2,852				1,153				1,699				-		2003(A)
RALPH AVENUE PLAZA	NY			4,414				11,340				4,037				4,414				15,377				19,791				6,851				12,940				-		2004(A)
RICHMOND S.C.	NY			2,280				9,028				21,719				2,280				30,747				33,027				17,774				15,253				-		1989(A)
ROMAINE PLAZA	NY			782				1,826				588				782				2,414				3,196				1,088				2,108				-		2005(A)
SEQUAMS SHOPPING CENTER	NY			3,971				8,654				-				3,971				8,654				12,625				60				12,565				-		2022(A)
SHOPRITE S.C.	NY			872				3,488				-				872				3,488				4,360				2,689				1,671				-		1998(A)
STOP & SHOP	NY			21,661				17,636				-				21,661				17,636				39,297				94				39,203				10,608		2022(A)
SMITHTOWN PLAZA	NY			3,528				7,364				613				3,437				8,068				11,505				3,854				7,651				-		2009(A)
SOUTHGATE SHOPPING CENTER	NY			18,822				62,670				6				18,822				62,676				81,498				510				80,988				18,729		2022(A)
SYOSSET CORNERS	NY			6,169				13,302				6				6,169				13,308				19,477				96				19,381				-		2022(A)
SYOSSET S.C.	NY			107				76				2,345				107				2,421				2,528				1,435				1,093				-		1990(C)
THE BOULEVARD	NY			28,724				38,232				244,106				28,724				282,338				311,062				25,827				285,235				-		2006(A)
THE GARDENS AT GREAT NECK	NY			27,956				71,366				-				27,956				71,366				99,322				713				98,609				16,961		2022(A)
THE GREEN COVE PLAZA	NY			17,017				39,206				-				17,017				39,206				56,223				388				55,835				11,153		2022(A)
THE MARKETPLACE	NY			4,498				9,850				-				4,498				9,850				14,348				69				14,279				5,049		2022(A)
TOWNPATH CORNER	NY			2,675				6,408				-				2,675				6,408				9,083				78				9,005				-		2022(A)
TURNPIKE PLAZA	NY			2,472				5,839				1,055				2,472				6,894				9,366				2,556				6,810				-		2011(A)
VETERANS MEMORIAL PLAZA	NY			5,968				23,243				22,616				5,980				45,847				51,827				20,286				31,541				-		1998(A)
WHITE PLAINS S.C.	NY			1,778				4,454				2,947				1,778				7,401				9,179				3,038				6,141				-		2004(A)
WOODBURY COMMON	NY			27,249				28,516				12				27,249				28,528				55,777				261				55,516				16,389		2022(A)

JANTZEN BEACH CENTER	OR			57,575				102,844				1,495				57,588				104,326				161,914				22,366				139,548				-		2017(A)
CENTER SQUARE SHOPPING CENTER	PA			732				2,928				1,302				691				4,271				4,962				3,133				1,829				-		1996(A)
CRANBERRY TOWNSHIP-PARCEL 1&2	PA			10,271				30,770				2,562				6,070				37,533				43,603				7,626				35,977				-		2016(A)
CROSSROADS PLAZA	PA			789				3,155				14,409				976				17,377				18,353				11,677				6,676				-		1986(A)
DEVON VILLAGE	PA			4,856				25,847				773				5,608				25,868				31,476				8,604				22,872				-		2012(A)
FISHTOWN CROSSING	PA			20,398				22,602				3				20,401				22,602				43,003				961				42,042				-		2022(A)
FRANKFORD AVENUE S.C.	PA			732				2,928				-				732				2,928				3,660				1,977				1,683				-		1996(A)
HARRISBURG EAST SHOPPING CTR.	PA			453				6,665				11,736				3,003				15,851				18,854				9,653				9,201				-		2002(A)
HORSHAM POINT	PA			3,813				18,189				160				3,813				18,349				22,162				3,866				18,296				-		2015(A)
LINCOLN SQUARE	PA			90,479				-				75,807				10,533				155,753				166,286				13,886				152,400				-		2017(C)
NORRITON SQUARE	PA			686				2,665				4,436				774				7,013				7,787				5,548				2,239				-		1984(A)
POCONO PLAZA	PA			1,050				2,373				18,402				1,050				20,775				21,825				2,664				19,161				-		1973(C)
SHOPPES AT WYNNEWOOD	PA			7,479				-				3,676				7,479				3,676				11,155				627				10,528				-		2015(C)
SHREWSBURY SQUARE S.C.	PA			8,066				16,998				(2,084	)			6,172				16,808				22,980				4,266				18,714				-		2014(A)
SPRINGFIELD S.C.	PA			920				4,982				13,698				920				18,680				19,600				12,682				6,918				-		1983(A)
SUBURBAN SQUARE	PA			70,680				166,351				83,062				71,280				248,813				320,093				72,766				247,327				-		2007(A)
TOWNSHIP LINE S.C.	PA			732				2,928				-				732				2,928				3,660				1,977				1,683				-		1996(A)
WAYNE PLAZA	PA			6,128				15,605				954				6,136				16,551				22,687				6,573				16,114				-		2008(A)
WEXFORD PLAZA	PA			6,414				9,775				13,159				6,299				23,049				29,348				7,228				22,120				-		2010(A)
WHITEHALL MALL	PA			-				5,196				-				-				5,196				5,196				3,508				1,688				-		1996(A)
WHITELAND TOWN CENTER	PA			732				2,928				59				732				2,987				3,719				2,036				1,683				-		1996(A)
WHOLE FOODS AT WYNNEWOOD	PA			15,042				-				11,785				13,772				13,055				26,827				1,632				25,195				-		2014(C)
LOS COLOBOS - BUILDERS SQUARE	PR			4,405				9,628				(538	)			4,461				9,034				13,495				8,434				5,061				-		2006(A)
LOS COLOBOS - KMART	PR			4,595				10,120				(827	)			4,402				9,486				13,888				8,458				5,430				-		2006(A)
LOS COLOBOS I	PR			12,891				26,047				809				13,613				26,134				39,747				13,930				25,817				-		2006(A)
LOS COLOBOS II	PR			14,894				30,681				1,256				15,142				31,689				46,831				16,923				29,908				-		2006(A)
MANATI VILLA MARIA SC	PR			2,781				5,673				1,822				2,607				7,669				10,276				4,724				5,552				-		2006(A)
PLAZA CENTRO - COSTCO	PR			3,628				10,752				(455	)			3,866				10,059				13,925				5,419				8,506				-		2006(A)
PLAZA CENTRO - MALL	PR			19,873				58,719				3,687				19,408				62,871				82,279				28,901				53,378				-		2006(A)
PLAZA CENTRO - RETAIL	PR			5,936				16,510				845				6,026				17,265				23,291				7,916				15,375				-		2006(A)
PLAZA CENTRO - SAM'S CLUB	PR			6,643				20,225				(1,170	)			6,520				19,178				25,698				18,026				7,672				-		2006(A)
PONCE TOWNE CENTER	PR			14,433				28,449				5,296				14,903				33,275				48,178				21,166				27,012				-		2006(A)
REXVILLE TOWN CENTER	PR			24,873				48,688				8,036				25,678				55,919				81,597				35,292				46,305				-		2006(A)
TRUJILLO ALTO PLAZA	PR			12,054				24,446				6,017				12,289				30,228				42,517				16,660				25,857				-		2006(A)
WESTERN PLAZA - MAYAGUEZ ONE	PR			10,858				12,253				794				11,242				12,663				23,905				10,716				13,189				-		2006(A)
WESTERN PLAZA - MAYAGUEZ TWO	PR			16,874				19,911				3,143				16,873				23,055				39,928				18,109				21,819				-		2006(A)
FOREST PARK	SC			1,920				9,545				433				1,920				9,978				11,898				2,877				9,021				-		2012(A)
ST. ANDREWS CENTER	SC			730				3,132				21,942				730				25,074				25,804				13,526				12,278				-		1978(C)
WESTWOOD PLAZA	SC			1,744				6,986				15,235				1,727				22,238				23,965				7,224				16,741				-		1995(A)
WOODRUFF SHOPPING CENTER	SC			3,110				15,501				1,568				3,465				16,714				20,179				5,745				14,434				-		2010(A)
HIGHLAND SQUARE	TN			1,302				2,130				1				1,302				2,131				3,433				61				3,372				-		2021(A)
MENDENHALL COMMONS	TN			1,272				14,826				(7	)			1,272				14,819				16,091				1,439				14,652				-		2021(A)
OLD TOWNE VILLAGE	TN			-				4,134				4,602				-				8,736				8,736				6,750				1,986				-		1978(C)
THE COMMONS AT DEXTER LAKE	TN			1,554				14,649				2				1,554				14,651				16,205				2,313				13,892				-		2021(A)
THE COMMONS AT DEXTER LAKE II	TN			567				8,874				-				567				8,874				9,441				676				8,765				-		2021(A)

1350 W. 43RD ST. - WELLS FARGO	TX			3,707				247				1				3,708				247				3,955				13				3,942				-		2022(A)
1934 WEST GRAY	TX			705				4,831				144				705				4,975				5,680				374				5,306				-		2021(A)
1939 WEST GRAY	TX			269				1,731				(7	)			269				1,724				1,993				127				1,866				-		2021(A)
43RD STREET CHASE BANK BLDG	TX			497				1,703				56				497				1,759				2,256				94				2,162				-		2021(A)
ACCENT PLAZA	TX			500				2,831				-				500				2,831				3,331				1,900				1,431				-		1996(A)
ALABAMA SHEPHERD S.C.	TX			4,590				21,368				17				4,590				21,385				25,975				2,050				23,925				-		2021(A)
ATASCOCITA COMMONS SHOP.CTR.	TX			16,323				54,587				649				15,580				55,979				71,559				13,595				57,964				-		2013(A)
BAYBROOK GATEWAY	TX			9,441				44,160				134				9,441				44,294				53,735				3,645				50,090				-		2021(A)
BAYBROOK WEBSTER PARCEL	TX			-				2,978				15				-				2,993				2,993				-				2,993				-		2022(A)
BELLAIRE BLVD S.C.	TX			1,334				7,166				12				1,334				7,178				8,512				393				8,119				-		2021(A)
BLALOCK MARKET	TX			-				17,283				50				-				17,333				17,333				1,812				15,521				-		2021(A)
CENTER AT BAYBROOK	TX			6,941				27,727				12,134				6,928				39,874				46,802				22,034				24,768				-		1998(A)
CENTER OF THE HILLS	TX			2,924				11,706				4,722				2,924				16,428				19,352				8,335				11,017				-		2008(A)
CITADEL BUILDING	TX			4,046				12,824				144				4,046				12,968				17,014				478				16,536				-		2021(A)
CONROE MARKETPLACE	TX			18,869				50,757				(1,688	)			10,842				57,096				67,938				12,928				55,010				-		2015(A)
COPPERFIELD VILLAGE SHOP.CTR.	TX			7,828				34,864				1,255				7,828				36,119				43,947				8,617				35,330				-		2015(A)
COPPERWOOD VILLAGE	TX			13,848				84,184				1,456				13,848				85,640				99,488				19,371				80,117				-		2015(A)
CYPRESS TOWNE CENTER	TX			6,034				-				2,411				2,252				6,193				8,445				1,908				6,537				-		2003(C)
CYPRESS TOWNE CENTER	TX			12,329				36,836				1,221				8,644				41,742				50,386				8,198				42,188				-		2016(A)
CYPRESS TOWNE CENTER (PHASE II)	TX			2,061				6,158				(1,361	)			270				6,588				6,858				1,852				5,006				-		2016(A)
DRISCOLL AT RIVER OAKS-RESI	TX			1,244				145,366				563				1,244				145,929				147,173				4,636				142,537				-		2021(A)
FIESTA TARGET	TX			6,766				7,334				45				6,766				7,379				14,145				697				13,448				-		2021(A)
FIESTA TRAILS	TX			15,185				32,897				284				15,185				33,181				48,366				2,975				45,391				-		2021(A)
GALVESTON PLACE	TX			1,661				28,288				3,248				1,661				31,536				33,197				2,075				31,122				-		2021(A)
GATEWAY STATION	TX			1,374				28,145				4,694				1,375				32,838				34,213				8,624				25,589				-		2011(A)
GATEWAY STATION PHASE II	TX			4,140				12,020				1,153				4,143				13,170				17,313				2,318				14,995				-		2017(A)
GRAND PARKWAY MARKET PLACE II	TX			13,436				-				39,393				12,298				40,531				52,829				5,477				47,352				-		2015(C)
GRAND PARKWAY MARKETPLACE	TX			25,364				-				66,208				21,937				69,635				91,572				9,253				82,319				-		2014(C)
HEB - DAIRY ASHFORD & MEMORIAL	TX			1,076				5,324				1				1,076				5,325				6,401				251				6,150				-		2021(A)
HEIGHTS PLAZA	TX			5,423				10,140				29				5,423				10,169				15,592				845				14,747				-		2021(A)
INDEPENDENCE PLAZA - LAREDO	TX			4,836				53,564				64				4,836				53,628				58,464				3,252				55,212				9,702		2021(A)
INDEPENDENCE PLAZA II - LAREDO	TX			2,482				21,418				11				2,482				21,429				23,911				1,775				22,136				-		2021(A)
KROGER PLAZA	TX			520				2,081				2,439				520				4,520				5,040				2,361				2,679				-		1995(A)
LAKE PRAIRIE TOWN CROSSING	TX			7,897				-				29,654				6,783				30,768				37,551				9,404				28,147				-		2006(C)
LAS TIENDAS PLAZA	TX			8,678				-				27,927				7,944				28,661				36,605				9,023				27,582				-		2005(C)
MONTGOMERY PLAZA	TX			10,739				63,065				978				10,739				64,043				74,782				16,314				58,468				-		2015(A)
MUELLER OUTPARCEL	TX			150				3,351				35				150				3,386				3,536				195				3,341				-		2021(A)
MUELLER REGIONAL RETAIL CENTER	TX			7,352				85,805				554				7,352				86,359				93,711				6,341				87,370				-		2021(A)
NORTH CREEK PLAZA	TX			5,044				34,756				377				5,044				35,133				40,177				2,913				37,264				-		2021(A)
OAK FOREST	TX			13,395				25,275				132				13,395				25,407				38,802				1,639				37,163				-		2021(A)
PLANTATION CENTRE	TX			2,325				34,494				618				2,325				35,112				37,437				2,718				34,719				-		2021(A)
PRESTON LEBANON CROSSING	TX			13,552				-				28,204				12,164				29,592				41,756				11,181				30,575				-		2006(C)
RANDALLS CENTER/KINGS CROSSING	TX			3,717				21,363				2,892				3,717				24,255				27,972				1,588				26,384				-		2021(A)
RICHMOND SQUARE	TX			7,568				15,432				(235	)			7,568				15,197				22,765				712				22,053				-		2021(A)
RIVER OAKS S.C. EAST	TX			5,766				13,882				14				5,766				13,896				19,662				966				18,696				-		2021(A)
RIVER OAKS S.C. WEST	TX			14,185				138,022				1,442				14,185				139,464				153,649				7,882				145,767				-		2021(A)
ROCK PRAIRIE MARKETPLACE	TX			-				8,004				(106	)			-				7,898				7,898				387				7,511				-		2021(A)
SHOPPES AT MEMORIAL VILLAGES	TX			-				41,493				(216	)			-				41,277				41,277				2,596				38,681				-		2021(A)
SHOPS AT HILSHIRE VILLAGE	TX			11,206				19,092				181				11,206				19,273				30,479				1,563				28,916				-		2021(A)
SHOPS AT KIRBY DRIVE	TX			969				5,031				(163	)			969				4,868				5,837				271				5,566				-		2021(A)
SHOPS AT THREE CORNERS	TX			7,094				59,795				(386	)			7,094				59,409				66,503				4,102				62,401				-		2021(A)
STEVENS RANCH	TX			18,143				6,407				267				18,143				6,674				24,817				481				24,336				-		2021(A)
THE CENTRE AT COPPERFIELD	TX			6,723				22,525				590				6,723				23,115				29,838				6,305				23,533				-		2015(A)
THE CENTRE AT POST OAK	TX			12,642				100,658				(140	)			12,642				100,518				113,160				7,109				106,051				-		2021(A)
THE SHOPPES @ WILDERNESS OAKS	TX			4,359				8,964				(1,412	)			2,723				9,188				11,911				373				11,538				-		2021(A)
TOMBALL CROSSINGS	TX			8,517				28,484				1,307				7,965				30,343				38,308				7,344				30,964				-		2013(A)
TOMBALL MARKETPLACE	TX			4,280				31,793				73				4,280				31,866				36,146				2,792				33,354				-		2021(A)
TRENTON CROSSING - NORTH MCALLEN	TX			6,279				29,686				1,836				6,279				31,522				37,801				2,968				34,833				-		2021(A)
VILLAGE PLAZA AT BUNKER HILL	TX			21,320				233,086				664				21,320				233,750				255,070				13,124				241,946				71,352		2021(A)
WESTCHASE S.C.	TX			7,547				35,653				14				7,547				35,667				43,214				2,398				40,816				13,989		2021(A)
WESTHILL VILLAGE	TX			11,948				26,479				416				11,948				26,895				38,843				2,225				36,618				-		2021(A)
WOODBRIDGE SHOPPING CENTER	TX			2,569				6,814				516				2,569				7,330				9,899				2,664				7,235				-		2012(A)

BURKE TOWN PLAZA	VA			-				43,240				(5,257	)			-				37,983				37,983				9,149				28,834				-		2014(A)
CENTRO ARLINGTON	VA			3,937				35,103				1,360				3,937				36,463				40,400				1,235				39,165				-		2021(A)
CENTRO ARLINGTON-RESI	VA			15,012				155,639				54				15,012				155,693				170,705				3,646				167,059				-		2021(A)
DOCSTONE COMMONS	VA			3,839				11,468				565				3,904				11,968				15,872				2,362				13,510				-		2016(A)
DOCSTONE O/P - STAPLES	VA			1,425				4,318				(828	)			1,168				3,747				4,915				956				3,959				-		2016(A)
DULLES TOWN CROSSING	VA			53,285				104,176				787				53,285				104,963				158,248				27,893				130,355				-		2015(A)
GORDON PLAZA	VA			-				3,331				5,593				5,573				3,351				8,924				650				8,274				-		2017(A)
HILLTOP VILLAGE CENTER	VA			23,409				93,673				326				23,409				93,999				117,408				4,573				112,835				-		2021(A)
OLD TOWN PLAZA	VA			4,500				41,570				(14,427	)			3,053				28,590				31,643				8,406				23,237				-		2007(A)
POTOMAC RUN PLAZA	VA			27,370				48,451				3,828				27,370				52,279				79,649				19,497				60,152				-		2008(A)
STAFFORD MARKETPLACE	VA			26,893				86,450				4,023				26,893				90,473				117,366				20,469				96,897				-		2015(A)
WEST ALEX - RETAIL	VA			6,043				55,434				830				6,043				56,264				62,307				2,060				60,247				-		2021(A)
WEST ALEX-OFFICE	VA			1,479				10,458				-				1,479				10,458				11,937				357				11,580				-		2021(A)
WEST ALEX-RESI	VA			15,892				65,282				235				15,892				65,517				81,409				3,729				77,680				-		2021(A)
AUBURN NORTH	WA			7,786				18,158				11,907				7,786				30,065				37,851				10,635				27,216				-		2007(A)
COVINGTON ESPLANADE	WA			6,009				47,941				59				6,009				48,000				54,009				2,200				51,809				-		2021(A)
FRANKLIN PARK COMMONS	WA			5,419				11,989				8,019				5,419				20,008				25,427				5,052				20,375				-		2015(A)
FRONTIER VILLAGE SHOPPING CTR.	WA			10,751				44,861				2,768				10,751				47,629				58,380				10,992				47,388				-		2012(A)
GATEWAY SHOPPING CENTER	WA			6,938				11,270				9,478				6,938				20,748				27,686				3,646				24,040				-		2016(A)
SILVERDALE PLAZA	WA			3,875				33,109				667				3,756				33,895				37,651				9,606				28,045				-		2012(A)
THE MARKETPLACE AT FACTORIA	WA			60,502				92,696				12,631				60,502				105,327				165,829				29,161				136,668				-		2013(A)
THE WHITTAKER	WA			15,799				23,508				80				15,799				23,588				39,387				1,458				37,929				-		2021(A)

OTHER PROPERTY INTERESTS
ASANTE RETAIL CENTER	AZ			8,703				3,406				(1,070	)			11,039				-				11,039				-				11,039				-		2004(C)
GLADDEN FARMS	AZ			4,010				-				-				4,010				-				4,010				-				4,010				-		2021(A)
HOMESTEAD-WACHTEL LAND LEASE	FL			150				-				-				150				-				150				-				150				-		2013(A)
PALM COAST LANDING OUTPARCELS	FL			1,460				-				5				1,460				5				1,465				-				1,465				-		2021(A)
LAKE WALES S.C.	FL			601				-				-				601				-				601				-				601				-		2009(A)
FLINT - VACANT LAND	MI			101				-				(10	)			91				-				91				-				91				-		2012(A)
CHARLOTTE SPORTS & FITNESS CTR	NC			501				1,859				556				501				2,415				2,916				2,046				870				-		1986(A)
SURF CITY CROSSING	NC			5,260				-				(671	)			4,589				-				4,589				-				4,589				-		2021(A)
THE SHOPPES AT CAVENESS FARMS	NC			5,470				-				19				5,470				19				5,489				-				5,489				-		2021(A)
WAKE FOREST CROSSING II - LAND ONLY	NC			520				-				-				520				-				520				-				520				-		2021(A)
WAKEFIELD COMMONS III	NC			6,506				-				(5,397	)			787				322				1,109				305				804				-		2001(C)
WAKEFIELD CROSSINGS	NC			3,414				-				(3,277	)			137				-				137				-				137				-		2001(C)
HILLSBOROUGH PROMENADE	NJ			11,887				-				(6,632	)			5,006				249				5,255				114				5,141				-		2001(C)
JERICHO ATRIUM	NY			10,624				20,065				4,925				10,624				24,990				35,614				7,539				28,075				-		2016(A)
KEY BANK BUILDING	NY			1,500				40,487				(8,329	)			669				32,989				33,658				22,159				11,499				-		2006(A)
MANHASSET CENTER (RESIDENTIAL)	NY			950				-				-				950				-				950				-				950				-		2012(A)
MERRY LANE (PARKING LOT)	NY			1,486				2				1,513				1,486				1,515				3,001				-				3,001				-		2007(A)
NORTHPORT LAND PARCEL	NY			-				14				82				-				96				96				10				86				-		2012(A)
MCMINNVILLE PLAZA	OR			4,062				-				431				4,062				431				4,493				-				4,493				-		2006(C)
COULTER AVE. PARCEL	PA			578				1,348				17,607				16,795				2,738				19,533				1				19,532				-		2015(A)
1935 WEST GRAY	TX			780				-				4				780				4				784				-				784				-		2021(A)
2503 MCCUE, LLC	TX			-				2,287				-				-				2,287				2,287				625				1,662				-		2021(A)
CULLEN BLVD. AND EAST OREM DR.	TX			1,590				-				-				1,590				-				1,590				-				1,590				-		2021(A)
NORTH TOWNE PLAZA - BROWNSVILLE	TX			1,517				-				28				1,517				28				1,545				2				1,543				-		2021(A)
RICHMOND SQUARE - PAD	TX			570				-				-				570				-				570				-				570				-		2021(A)
TEXAS CITY LAND	TX			1,000				-				-				1,000				-				1,000				-				1,000				-		2021(A)
WESTOVER SQUARE	TX			1,520				-				(665	)			855				-				855				-				855				-		2021(A)
BLUE RIDGE	Various			12,347				71,530				(52,241	)			3,514				28,122				31,636				20,501				11,135				-		2005(A)
BALANCE OF PORTFOLIO (4)	Various			1,907				65,127				(25,469	)			-				41,565				41,565				4,282				37,283				-
TOTALS			$	4,157,793			$	11,688,092			$	2,611,357			$	4,124,542			$	14,332,700			$	18,457,242			$	3,417,414			$	15,039,828			$	376,917

(1)	The negative balance for costs capitalized subsequent to acquisition could include parcels/out-parcels sold, assets held-for-sale, provision for losses and/or demolition of part of a property for redevelopment.

(2)	Includes fair market value of debt adjustments, net and deferred financing costs, net.

(3)	Shopping center includes land held for development.

(4)	Includes fixtures, leasehold improvements and other costs capitalized.

102

 

Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows:

Buildings and building improvements (in years)			5	to	50
Fixtures, building and leasehold improvements (including certain identified intangible assets)			Terms of leases or useful lives, whichever is shorter

The aggregate cost for Federal income tax purposes was approximately $17.0 billion at December 31, 2022.

The changes in total real estate assets for the years ended December 31, 2022, 2021 and 2020 are as follows:

		2022				2021				2020
Balance, beginning of period		$	18,052,271			$	12,068,827			$	11,929,276
Additions during period:
Acquisitions			542,789				5,765,363				10,449
Improvements			183,561				153,698				210,390
Transfers from unconsolidated joint ventures			-				785,334				-
Deductions during period:
Sales and assets held-for-sale			(271,347	)			(205,057	)			(30,764	)
Transfers to operating lease right-of-use assets, net			-				-				-
Transfers to unconsolidated joint ventures			-				(433,829	)			-
Adjustment for fully depreciated assets			(36,032	)			(82,065	)			(45,042	)
Adjustment of property carrying values			(14,000	)			-				(5,482	)
Balance, end of period		$	18,457,242			$	18,052,271			$	12,068,827

The changes in accumulated depreciation for the years ended December 31, 2022, 2021 and 2020 are as follows:

		2022				2021				2020
Balance, beginning of period		$	3,010,699			$	2,717,114			$	2,500,053
Additions during period:
Depreciation for year			493,075				378,416				265,144
Deductions during period:
Sales and assets held-for-sale			(50,328	)			(2,766	)			(3,041	)
Transfers to operating lease right-of-use assets, net			-				-				-
Adjustment for fully depreciated assets/other			(36,032	)			(82,065	)			(45,042	)
Balance, end of period		$	3,417,414			$	3,010,699			$	2,717,114

Reclassifications:

Certain amounts in the prior period have been reclassified in order to conform with the current period's presentation.

KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
As of December 31, 2022
(in thousands)

Description		Interest Rate				Final Maturity Date				Periodic Payment Terms (a)				Prior Liens				Original Face Amount of Mortgages				Carrying Amount of Mortgages (b)				Principal Amount of Loans Subject to Delinquent Principal or Interest
Mortgage Loans:
Retail
Lynwood, CA			9.00	%		Jun-25				I				$	-			$	16,463			$	16,463			$	-
Jacksonville, FL			10.00	%		Nov-26				I					-				15,000				15,000				-
San Antonio, TX			12.50	%		Sep-27				I					-				21,500				16,359				-
Fairfax, VA			8.00	%		May-29				I					-				14,000				14,000				-
Euless, TX			10.00	%		Jun-29				I					-				19,600				19,600				-
Las Vegas, NV			12.00	%		May-33				I					-				3,075				3,075				-
Las Vegas, NV			7.00	%		Oct-53				I					-				3,410				3,410				-
Nonretail
Commack, NY			7.41	%		Oct-26				P&I					-				1,354				166				-
Melbourne, FL			6.88	%		Dec-30				P&I					-				500				206				-
Other Financing Loans:
Nonretail
Borrower A			8.64	%		Apr-23				P&I					-				175				35				-
Borrower B			7.00	%		Mar-31				P&I					-				397				345				-
Allowance for Credit losses:															-				-				(1,300	)			-
														$	-			$	95,474			$	87,359			$	-

(a) I = Interest only; P&I = Principal & Interest.
(b) The aggregate cost for Federal income tax purposes was approximately $87.3 million as of December 31, 2022.
For a reconciliation of mortgage and other financing receivables from January 1, 2020 to December 31, 2022, see Footnote 12 of the Notes to the Consolidated Financial Statements included in this Form 10-K.
The Company feels it is not practicable to estimate the fair value of each receivable as quoted market prices are not available.
The cost of obtaining an independent valuation on these assets is deemed excessive considering the materiality of the total receivables.