KIMCO REALTY CORP
For the period ended Sep 30, 2024. Filed Oct 31, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 31, 2024
KIM$25.52-0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-02.
0000950170-24-089760
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-10-31.
0000950170-24-119432
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 184 previous paragraphs and 192 current paragraphs.
84 unchanged; 90 reworded; 16 added; 9 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 10 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
On September 9, 2024, Fitch Ratings assigned the Company a rating of A- for its senior unsecured debt, assigned a BBB credit rating for its preferred stock, and assigned its ‘Stable’ rating outlook. As a result, the Company achieved certain interest rate reductions and facility fee reduction for its unsecured revolving credit facility (the “Credit Facility”) and unsecured term loans.
Current report
The increase in Other income, net of $13.8 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) a net increase in mortgage and other financing income of $8.8 million, and (ii) an increase of $4.8 million due to mark-to-market fluctuations of an embedded derivative liability.
Current report
Investing activities during the nine months ended September 30, 2024 primarily consisted of:
Current report
$10.0 million for a deposit on an acquisition of an operating property acquired in October 2024; and
Current report
Investing activities during the nine months ended September 30, 2023 primarily consisted of:
Current report
Financing activities during the nine months ended September 30, 2024 primarily consisted of:
Current report
$500.0 million in proceeds from issuance of unsecured notes.
Current report
$507.8 million of dividends paid;
Current report
$7.0 million in financing origination costs related to new unsecured term loans and unsecured notes.
Current report
Financing activities during the nine months ended September 30, 2023 primarily consisted of:
Current report
$446.6 million of dividends paid;
Current report
On August 22, 2024, the Company filed a preliminary prospectus supplement for a tender offer to purchase for cash any and all of its outstanding Class N Preferred Stock. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, nor are they soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.
Current report
During September 2024, the Company issued $500.0 million in senior unsecured notes, which are scheduled to mature in March 2035 and accrue interest at a rate of 4.85% per annum. These senior unsecured notes are guaranteed by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes.
Current report
On September 9, 2024, Fitch Ratings assigned the Company a rating of A- for its senior unsecured debt, assigned a BBB credit rating for its preferred stock, and assigned its ‘Stable’ rating outlook. As a result, the Company achieved certain interest rate reductions and facility fee reduction for its Credit Facility and unsecured term loans.
Current report
Hurricane Impact –
Current report
The Company incurred no significant damage to its properties in September and October 2024 as a result of hurricanes Helene and Milton, which primarily hit Florida, South Carolina and Georgia.
Removed paragraphs (9)
Previous report
changes in assets and liabilities due to timing of receipts and payments;
Previous report
Investing activities during the six months ended June 30, 2024 primarily consisted of:
Previous report
Investing activities during the six months ended June 30, 2023 primarily consisted of:
Previous report
Financing activities during the six months ended June 30, 2024 primarily consisted of:
Previous report
$220.0 million in proceeds from the Credit Facility.
Previous report
$338.1 million of dividends paid;
Previous report
Financing activities during the six months ended June 30, 2023 primarily consisted of:
Previous report
$297.7 million of dividends paid;
Previous report
Debt maturities for 2024 consist of $28.9 million of unconsolidated joint venture debt, assuming the utilization of extension options where available. The 2024 debt maturities on properties in the Company’s unconsolidated joint ventures are anticipated to be repaid through operating cash flows, debt refinancing, and partner capital contributions, as deemed appropriate.
Reworded paragraphs (90)
Previous wording
This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,” “will,” “target,” “plan,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iv) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, (v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and the costs associated with purchasing and maintaining assets and risks related to acquisitions not performing in accordance with our expectations, (vii) the Company’s ability to raise capital by selling its assets, (viii) disruptions and increases in operating costs due to inflation and supply chain disruptions, (ix) risks associated with the development of mixed-use commercial properties, including risks associated with the development, and ownership of non-retail real estate, (x) changes in governmental laws and regulations, including, but not limited to, changes in data privacy, environmental (including climate change), safety and health laws, and management’s ability to estimate the impact of such changes, (xi) the Company’s failure to realize the expected benefits of the merger wi…
Excerpt shortened here; the source contains the full paragraph.
Current wording
This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,” “will,” “target,” “plan,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iv) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, (v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and the costs associated with purchasing and maintaining assets and risks related to acquisitions not performing in accordance with our expectations, (vii) the Company’s ability to raise capital by selling its assets, (viii) disruptions and increases in operating costs due to inflation and supply chain disruptions, (ix) risks associated with the development of mixed-use commercial properties, including risks associated with the development, and ownership of non-retail real estate, (x) changes in governmental laws and regulations, including, but not limited to, changes in data privacy, environmental (including climate change), safety and health laws, and management’s ability to estimate the impact of such changes, (xi) the Company’s failure to realize the expected benefits of the merger wi…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
The Company is a self-administered real estate investment trust (“REIT”) and has owned and operated open-air shopping centers for over 60 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of June 30, 2024, the Company had interests in 567 U.S. shopping center properties, aggregating 100.6 million square feet of gross leasable area (“GLA”), located in 30 states. In addition, the Company had 67 other property interests, primarily including net leased properties, preferred equity investments, and other investments, totaling 5.3 million square feet of GLA. The Company’s ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management.
Current wording
The Company is a self-administered real estate investment trust (“REIT”) and has owned and operated open-air shopping centers for over 60 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of September 30, 2024, the Company had interests in 567 U.S. shopping center properties, aggregating 100.5 million square feet of gross leasable area (“GLA”), located in 30 states. In addition, the Company had 67 other property interests, primarily including net leased properties, preferred equity investments, and other investments, totaling 5.5 million square feet of GLA. The Company’s ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management.
Previous wording
maintaining strong debt metrics and our BBB+/Baa1 unsecured debt ratings;
Current wording
maintaining strong debt metrics and our A-/BBB+/Baa1 unsecured debt ratings;
Previous wording
On January 2, 2024, RPT Realty merged with and into the Company, with the Company continuing as the surviving public company, pursuant to the definitive merger agreement (the “Merger Agreement”) between the Company and RPT, which was entered into on August 28, 2023. As a result of the RPT Merger, the Company acquired 56 open-air shopping centers, including 43 wholly-owned and 13 joint venture assets, comprising 13.3 million square feet of gross leasable area, to the Company’s existing portfolio. The Company also obtained RPT’s 6% stake in a 49-property net lease joint venture.
Current wording
On January 2, 2024, RPT Realty merged with and into the Company, with the Company continuing as the surviving public company, pursuant to the definitive merger agreement (the “Merger Agreement”) between the Company and RPT, which was entered into on August 28, 2023. As a result of the RPT Merger, three Company acquired 56 open-air shopping centers, including 43 wholly owned and 13 joint venture assets, comprising 13.3 million square feet of gross leasable area, to the Company’s existing portfolio. The Company also obtained RPT’s 6% stake in a 49-property net lease joint venture.
Previous wording
The economy continues to face several issues, including inflation risk, liquidity constraints, the lack of qualified employees, tenant bankruptcies and supply chain disruptions, which could impact the Company and its tenants. In response to the rising rate of inflation, the Federal Reserve steadily increased interest rates in 2022 and 2023 and has kept them at increased levels. The Federal Reserve may continue to increase interest rates or maintain these increased levels, until the rate of inflation begins to decrease. These increased 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.
Current wording
The economy continues to face challenges which could impact the Company and its tenants, including elevated inflation rates. In response to the elevated rate of inflation, the Federal Reserve steadily increased interest rates in 2022 and 2023. During September 2024, the Federal Reserve reduced the target range for federal funds rate by 0.50% to 4.75%-5.00%, which cut its overnight borrowing rate by 0.50%, as it believed certain indicators suggested that economic activity has continued to expand and inflation has made downward progress. This reduction is intended to support growth and stabilize the labor market. Fluctuations of certain economic data and indicators could impact future interest rate considerations by the Federal Reserve. Despite this reduction, interest rate levels 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.
Previous wording
Comparison of the three and six months ended June 30, 2024 and 2023
Current wording
Comparison of the three and nine months ended September 30, 2024 and 2023
Previous wording
Results from operations for the three and six months ended June 30, 2024 reflect the results of the Company’s Merger with RPT on January 2, 2024.
Current wording
Results from operations for the three and nine months ended September 30, 2024 reflect the results of the Company’s Merger with RPT on January 2, 2024.
Previous wording
The following table presents the comparative results from the Company’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024, as compared to the corresponding periods in 2023 (in thousands, except per share data):
Current wording
The following table presents the comparative results from the Company’s Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023 (in thousands, except per share data):
Previous wording
Net income available to the Company’s common shareholders was $111.8 million for the three months ended June 30, 2024, as compared to $100.4 million for the comparable period in 2023. On a diluted per common share basis, net income available to the Company’s common shareholders for the three months ended June 30, 2024 was $0.17, as compared to $0.16 for the comparable period in 2023.
Current wording
Net income available to the Company’s common shareholders was $128.0 million for the three months ended September 30, 2024, as compared to $112.0 million for the comparable period in 2023. On a diluted per common share basis, net income available to the Company’s common shareholders for the three months ended September 30, 2024 was $0.19, as compared to $0.18 for the comparable period in 2023.
Previous wording
Net income available to the Company’s common shareholders was $92.9 million for the six months ended June 30, 2024, as compared to $383.9 million for the comparable period in 2023. On a diluted per common share basis, net income available to the Company’s common shareholders for the six months ended June 30, 2024 was $0.14 as compared to $0.62 for the comparable period in 2023.
Current wording
Net income available to the Company’s common shareholders was $220.9 million for the nine months ended September 30, 2024, as compared to $495.9 million for the comparable period in 2023. On a diluted per common share basis, net income available to the Company’s common shareholders for the nine months ended September 30, 2024 was $0.32, as compared to $0.80 for the comparable period in 2023.
Previous wording
The following describes the changes of certain line items included on the Company’s Condensed Consolidated Statements of Income that the Company believes changed significantly and affected Net income available to the Company’s common shareholders during the three and six months ended June 30, 2024, as compared to the corresponding periods in 2023.
Current wording
The following describes the changes of certain line items included on the Company’s Condensed Consolidated Statements of Income that the Company believes changed significantly and affected Net income available to the Company’s common shareholders during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023.
Previous wording
The increase in Revenues from rental properties, net of $57.2 million for the three months ended June 30, 2024, as compared to the corresponding period in 2023, is primarily from (i) a net increase in revenues from tenants of $44.6 million due to properties acquired through the RPT Merger, (ii) a net increase in revenues from tenants of $12.2 million, primarily due to an increase in leasing activity and net growth in the current portfolio, and (iii) an increase in revenues of $4.5 million due to properties acquired during 2023, partially offset by (iv) a decrease in revenues of $2.4 million due to dispositions during 2024 and 2023, (v) a net decrease of $1.4 million due to changes in credit losses from tenants, and (vi) a decrease in net straight-line rental income of $0.3 million.
Current wording
The increase in Revenues from rental properties, net of $61.1 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily from (i) a net increase in revenues from tenants of $44.0 million due to properties acquired through the RPT Merger, (ii) a net increase in revenues from tenants of $16.7 million, primarily due to an increase in leasing activity and net growth in the current portfolio, and (iii) an increase in revenues of $3.0 million due to properties acquired during 2023, partially offset by (iv) a decrease in net straight-line rental income of $2.2 million and (v) a decrease in revenues of $0.4 million due to dispositions during 2024 and 2023.
Previous wording
The increase in Revenues from rental properties, net of $117.8 million for the six months ended June 30, 2024, as compared to the corresponding period in 2023, is primarily from (i) a net increase in revenues from tenants of $89.3 million due to properties acquired through the RPT Merger, (ii) a net increase in revenues from tenants of $24.9 million, primarily due to an increase in leasing activity and net growth in the current portfolio, (iii) an increase in revenues of $10.4 million due to properties acquired during 2023, and (iv) a net increase of $1.1 million due to changes in credit losses from tenants, partially offset by (v) a decrease in revenues of $5.7 million due to dispositions during 2024 and 2023, and (vi) a decrease in net straight-line rental income of $2.2 million.
Current wording
The increase in Revenues from rental properties, net of $178.8 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily from (i) a net increase in revenues from tenants of $133.3 million due to properties acquired through the RPT Merger, (ii) a net increase in revenues from tenants of $42.6 million, primarily due to an increase in leasing activity and net growth in the current portfolio, and (iii) an increase in revenues of $13.4 million due to properties acquired during 2023, partially offset by (iv) a decrease in revenues of $6.1 million due to dispositions during 2024 and 2023 and (v) a decrease in net straight-line rental income of $4.4 million.
Previous wording
The increase in Real estate taxes of $8.6 million and $14.4 million for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in 2023, is primarily due to properties acquired during 2024 and 2023, primarily related to the RPT Merger, partially offset by dispositions during 2024 and 2023.
Current wording
The increase in Real estate taxes of $7.1 million and $21.5 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, is primarily due to properties acquired during 2024 and 2023, primarily related to the RPT Merger, partially offset by dispositions during 2024 and 2023.
Previous wording
The increase in Operating and maintenance expense of $12.7 million for the three months ended June 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $8.7 million resulting from properties acquired related to the RPT Merger, and (ii) an increase in repairs and maintenance expense of $2.7 million.
Current wording
The increase in Operating and maintenance expense of $12.1 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $8.4 million resulting from properties acquired related to the RPT Merger and (ii) an increase in repairs and maintenance expense of $3.5 million.
Previous wording
The increase in Operating and maintenance expense of $23.2 million for the six months ended June 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $16.6 million resulting from properties acquired related to the RPT Merger, and (ii) an increase in repairs and maintenance expense of $5.0 million.
Current wording
The increase in Operating and maintenance expense of $35.3 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $25.0 million resulting from properties acquired related to the RPT Merger and (ii) an increase in repairs and maintenance expense of $9.5 million.
Previous wording
During the six months ended June 30, 2024 and 2023, the Company recognized impairment charges related to adjustments to property carrying values of $3.9 million and $11.8 million, respectively, for which the Company’s estimated fair values were primarily based upon signed contracts or letters of intent from third party offers. These adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions. Certain of the calculations to determine fair values utilized unobservable inputs and, as such, were classified as Level 3 of the FASB’s fair value hierarchy.
Current wording
During the nine months ended September 30, 2024 and 2023, the Company recognized impairment charges related to adjustments to property carrying values of $4.3 million and $14.0 million, respectively, for which the Company’s estimated fair values were primarily based upon signed contracts or letters of intent from third party offers. These adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions. Certain of the calculations to determine fair values utilized unobservable inputs and, as such, were classified as Level 3 of the FASB’s fair value hierarchy.
Previous wording
During the six months ended June 30, 2024, the Company incurred costs of $25.2 million associated with the RPT Merger, primarily comprised of severance, professional and legal fees.
Current wording
During the nine months ended September 30, 2024 and 2023, the Company incurred costs of $25.2 million and $3.8 million, respectively, associated with the RPT Merger, primarily comprised of severance, professional and legal fees.
Previous wording
The increase in Depreciation and amortization of $18.9 million for the three months ended June 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $27.6 million resulting from properties acquired during 2024 and 2023, primarily related to the RPT Merger, and (ii) an increase of $7.2 million due to depreciation commencing on certain redevelopment projects that were placed into service during 2024 and 2023, partially offset by (iii) a net decrease of $15.9 million, primarily from fully depreciated assets, write-offs due to demolition and tenant vacates and dispositions during 2024 and 2023.
Current wording
The increase in Depreciation and amortization of $17.3 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $32.4 million resulting from properties acquired during 2024 and 2023, primarily related to the RPT Merger, and (ii) an increase of $2.2 million due to depreciation commencing on certain redevelopment projects that were placed into service during 2024 and 2023, partially offset by (iii) a net decrease of $17.3 million, primarily from fully depreciated assets, write-offs due to demolition and tenant vacates and dispositions during 2024 and 2023.
Previous wording
The increase in Depreciation and amortization of $47.3 million for the six months ended June 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $56.7 million resulting from properties acquired during 2024 and 2023, primarily related to the RPT Merger, and (ii) an increase of $11.8 million due to depreciation commencing on certain redevelopment projects that were placed into service during 2024 and 2023, partially offset by (iii) a net decrease of $21.2 million, primarily from fully depreciated assets, write-offs due to demolition and tenant vacates and dispositions during 2024 and 2023.
Current wording
The increase in Depreciation and amortization of $64.6 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase of $89.1 million resulting from properties acquired during 2024 and 2023, primarily related to the RPT Merger, and (ii) an increase of $14.0 million due to depreciation commencing on certain redevelopment projects that were placed into service during 2024 and 2023, partially offset by (iii) a net decrease of $38.5 million, primarily from fully depreciated assets, write-offs due to demolition and tenant vacates and dispositions during 2024 and 2023.
Previous wording
During the six months ended June 30, 2024, the Company disposed of 11 operating properties and seven land parcels, in separate transactions, for an aggregate sales price of $254.1 million, which resulted in aggregate gains of $0.4 million. During the six months ended June 30, 2023, the Company disposed of four operating properties and eight land parcels, in separate transactions, for an aggregate sales price of $163.8 million, which resulted in aggregate gains of $52.4 million.
Current wording
During the nine months ended September 30, 2024, the Company disposed of 11 operating properties and seven land parcels, in separate transactions, for an aggregate sales price of $254.1 million, which resulted in aggregate gains of $0.9 million. During the nine months ended September 30, 2023, the Company disposed of four operating properties and 11 land parcels, in separate transactions, for an aggregate sales price of $175.0 million, which resulted in aggregate gains of $52.4 million.
Previous wording
During the six months ended June 30, 2023, the Company received $194.1 million representing its share of the Albertsons Companies Inc. (“ACI”) special dividend payment.
Current wording
During the nine months ended September 30, 2023, the Company received $194.1 million representing its share of the Albertsons Companies Inc. (“ACI”) special dividend payment.
Previous wording
The increase in Other income, net of $7.0 million for the six months ended June 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) an increase in interest income of $5.7 million due to higher levels of cash on hand, (ii) an increase in income of $3.5 million from settlement of contracts, (iii) an increase of $2.1 million from insurance proceeds, and (iv) a net increase in mortgage and other financing income of $1.7 million, partially offset by (v) a decrease in dividend income of $3.5 million, primarily due to the sale of the remaining shares of ACI common stock held by the Company and (vi) a decrease of $3.1 million due to mark-to-market fluctuations of embedded derivative liability.
Current wording
The increase in Other income, net of $20.9 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) a net increase in mortgage and other financing income of $10.6 million, (ii) an increase of $8.7 million due to mark-to-market fluctuations of an embedded derivative liability, (iii) an increase in interest income of $5.3 million due to higher levels of cash on hand, (iv) a decrease in environmental remediation expense of $4.7 million, (v) an increase in income of $3.8 million from settlement of contracts, and (vi) an increase of $1.2 million from insurance proceeds, partially offset by (vii) a decrease of $8.7 million relating to net settlement gains recognized upon liquidation of the Company’s defined benefit plan during 2023 and (viii) a decrease in dividend income of $5.2 million, primarily due to the sale of the remaining shares of ACI common stock held by the Company.
Previous wording
(Loss)/gain on marketable securities, net –
Current wording
Gain/(loss) on marketable securities, net –
Previous wording
The change in (Loss)/gain on marketable securities, net of $14.6 million and $32.1 million for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in 2023 is due to mark-to-market fluctuations and the sale of the remaining shares of ACI common stock held by the Company during 2024 and 2023.
Current wording
The change in Gain/(loss) on marketable securities, net of $13.1 million and $45.3 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023 is due to mark-to-market fluctuations and the sale of the remaining shares of ACI common stock held by the Company during 2024 and 2023.
Previous wording
The increase in Interest expense of $12.7 million and $25.9 million for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in 2023, is primarily due to (i) the issuance of unsecured notes during 2023 and (ii) increased levels of borrowings and assumptions of unsecured notes and term loans in connection with the RPT Merger, partially offset by (iii) the paydown of unsecured notes during 2024.
Current wording
The increase in Interest expense of $15.8 million and $41.7 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, is primarily due to (i) the issuance of unsecured notes during 2023 and 2024 and (ii) increased levels of borrowings and assumptions of unsecured notes and term loans in connection with the RPT Merger, partially offset by (iii) the paydown of unsecured notes during 2024 and 2023.
Previous wording
Provision for income taxes, net –
Current wording
(Provision)/benefit for income taxes, net –
Previous wording
The change in Provision for income taxes, net of $30.8 million and $10.4 million for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in 2023, is primarily due to the Company’s sale of shares of ACI common stock during 2024 and 2023, which generated taxable long-term capital gains. The Company anticipates retaining the proceeds from the sale during 2024 and, as a result, recorded federal and state income taxes on these gains.
Current wording
The change in (Provision)/benefit for income taxes, net of $11.2 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to the Company’s sale of shares of ACI common stock during 2024 and 2023, which generated taxable long-term capital gains. The Company anticipates retaining the proceeds from the sale during 2024 and, as a result, recorded federal and state income taxes on these gains.
Previous wording
The increase in Equity in income of joint ventures, net of $4.4 million for the three months ended June 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) higher equity in income of $3.1 million, primarily due to newly acquired joint ventures in connection with the RPT Merger and (ii) higher gains of $1.3 million recognized on sale of properties within various joint venture investments during 2024, as compared to 2023.
Current wording
The increase in Equity in income of joint ventures, net of $4.7 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) higher equity in income of $6.4 million, primarily due to newly acquired joint ventures in connection with the RPT Merger, partially offset by (ii) lower gains of $1.1 million recognized on sale of properties within various joint venture investments during 2024, as compared to 2023, and (iii) an increase in interest expense of $0.6 million.
Previous wording
The increase in Preferred dividends of $3.5 million for the six months ended June 30, 2024, as compared to the corresponding period in 2023, is primarily due to the issuance of the Class N Preferred Stock in connection with the RPT Merger.
Current wording
The increase in Preferred dividends of $5.1 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to the issuance of the Class N Preferred Stock in connection with the RPT Merger.
Previous wording
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. As of June 30, 2024, the Company had interests in 567 U.S. shopping center properties, aggregating 100.6 million square feet of gross leasable area (“GLA”), located in 30 states. At June 30, 2024, the Company’s five largest tenants were TJX Companies, The Home Depot, Ross Stores, Amazon/Whole Foods and Albertsons, which represented 3.8%, 1.8%, 1.8%, 1.8% and 1.7%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
Current wording
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. As of September 30, 2024, the Company had interests in 567 U.S. shopping center properties, aggregating 100.5 million square feet of gross leasable area (“GLA”), located in 30 states. At September 30, 2024, the Company’s five largest tenants were TJX Companies, The Home Depot, Ross Stores, Amazon/Whole Foods and Burlington Stores, Inc., which represented 3.8%, 1.8%, 1.8%, 1.8% and 1.7%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
Previous wording
The Company’s capital resources include accessing the public debt and equity capital markets, unsecured term loans, mortgages and construction loan financing, and immediate access to an unsecured revolving credit facility (the “Credit Facility”) with bank commitments of $2.0 billion, which can be increased to $2.75 billion through an accordion feature.
Current wording
The Company’s capital resources include accessing the public debt and equity capital markets, unsecured term loans, mortgages and construction loan financing, and immediate access to the Credit Facility with bank commitments of $2.0 billion, which can be increased to $2.75 billion through an accordion feature.
Previous wording
The Company anticipates that net cash flow provided by operating activities, borrowings under its Credit Facility and the issuance of equity, public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. The Company will continue to evaluate its capital requirements for both its short-term and long-term liquidity needs, which could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, rising interest rates, and other risks detailed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023 as supplemented by the risks and uncertainties identified under Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.
Current wording
The Company anticipates that net cash flow provided by operating activities, borrowings under its Credit Facility and the issuance of equity, public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. The Company will continue to evaluate its capital requirements for both its short-term and long-term liquidity needs, which could be affected by various risks and uncertainties, including, but not limited to, the effects of inflation, interest rates, and other risks detailed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023 as supplemented by the risks and uncertainties identified under Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.
Previous wording
Net cash flow provided by operating activities for the six months ended June 30, 2024 was $470.2 million, as compared to $600.3 million for the comparable period in 2023. The decrease of $130.1 million is primarily attributable to:
Current wording
Net cash flow provided by operating activities for the nine months ended September 30, 2024 was $766.1 million, as compared to $881.4 million for the comparable period in 2023. The decrease of $115.3 million is primarily attributable to:
Previous wording
an increase in distributions from the Company’s joint ventures programs.
Current wording
an increase in distributions from the Company’s joint ventures programs; and
Previous wording
new leasing, expansion and re-tenanting of core portfolio properties; and
Current wording
new leasing, expansion and re-tenanting of core portfolio properties.
Previous wording
Net cash flow used for investing activities was $10.5 million for the six months ended June 30, 2024, as compared to net cash flow provided by investing activities of $162.9 million for the comparable period in 2023.
Current wording
Net cash flow used for investing activities was $91.9 million for the nine months ended September 30, 2024, as compared to $76.0 million for the comparable period in 2023.
Previous wording
$300.8 million in proceeds from sale of marketable securities, primarily due to the sale of 14.2 million shares of ACI common stock;
Current wording
$301.5 million in proceeds from sale of marketable securities, primarily due to the sale of 14.2 million shares of ACI common stock;
Previous wording
$61.1 million for collection of mortgage and other financing receivables; and
Current wording
$85.1 million for collection of mortgage and other financing receivables;
Previous wording
$70.3 million in proceeds from the sale of 11 operating properties and seven land parcels;
Current wording
$70.4 million in proceeds from the sale of 11 operating properties and seven land parcels; and
Showing the first 40 of 90 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The increase in Equity in income of joint ventures, net of $5.8 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, is primarily due to (i) higher equity in income of $16.5 million, primarily due to newly acquired joint ventures in connection with the RPT Merger, partially offset by (ii) lower gains of $7.5 million recognized on sale of properties within various joint venture investments during 2024, as compared to 2023 and (iii) an increase in interest expense of $3.2 million.
Current report — wording carried from elsewhere
For a full description of the various indenture covenants, refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; Seventh Supplemental Indenture dated as of April 24, 2014; and the Eighth
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In July 2024, the Company amended the Term Loan Credit Facility to increase the aggregate principal amount from $200.0 million to $500.0 million. The additional $300.0 million is subject to the same terms as the existing Term Loan Credit Facility. The Company also entered into swap rate agreements with various lenders swapping the interest rates to fixed rates ranging from 4.779% to 4.781%.