Core Viewpoint - Kimco Realty (KIM) is strategically positioned to benefit from its premium retail property portfolio, particularly in high-growth areas, despite challenges from e-commerce and high-interest expenses [1][9][10] Group 1: Company Strengths - Kimco's portfolio consists of premium shopping centers located in first-ring suburbs of major metropolitan areas, which supports rent growth due to high employment and spending power [3] - The company executed 1,556 leases totaling 10.3 million square feet in 2024, demonstrating strong leasing activity with 56 consecutive quarters of positive leasing spreads [4] - A diversified tenant base, including essential and omni-channel retailers, is expected to provide stable cash flows, with a projected 3.5% increase in net revenues from rental properties in 2025 [5] Group 2: Financial Position - Kimco exited Q4 2024 with $2.7 billion in immediate liquidity and has a consolidated weighted average debt maturity profile of 8.0 years, indicating a strong balance sheet [6] - The company has increased its dividend by 4.2% to 25 cents per share, reflecting a commitment to shareholder returns and a five-year annualized dividend growth rate of 10.68% [8] Group 3: Challenges Facing the Company - The shift from brick-and-mortar retail to e-commerce, particularly in the grocery sector, poses a risk to Kimco's ability to raise rental rates and fill vacancies [9] - High-interest rates remain a concern, with total consolidated debt at approximately $8.46 billion as of December 31, 2024, and a projected 4.4% increase in interest expenses in 2025 [10]

Group 1 - iREIT+HOYA Capital focuses on income-producing asset classes that provide sustainable portfolio income, diversification, and inflation hedging [1] - The service offers a free two-week trial to explore top ideas across exclusive income-focused portfolios [1] Group 2 - The preference for tangible assets, such as REITs, is highlighted due to their visible asset profiles that can be physically visited [2] - The investment strategy emphasizes defensive stocks with a medium- to long-term horizon [2]

Green Initiatives - The Company issued $500.0 million in 2.70% notes due 2030 in its inaugural green bond offering, fully allocated as of June 30, 2024[71] - The Company has a target to reduce Scope 1 and 2 greenhouse gas emissions by 30% from a 2018 baseline by 2030 and aims for net zero emissions by 2050[67] - The Company operates a $2.0 billion green credit facility with rate adjustments tied to Scope 1 and 2 emissions reductions[71] Employee Engagement and Satisfaction - As of December 31, 2024, the Company employed 717 individuals, with an average tenure of 9.6 years[64] - The Company has been recognized as a Great Place to Work for seven consecutive years, highlighting its commitment to employee satisfaction[58] - The Company promotes community engagement by offering two volunteer days off per year and a matching program for charitable endeavors[63] - The Company maintains a hybrid work model to enhance communication and collaboration among associates[59] - The Company has a significant focus on employee health and well-being, offering a range of benefits including a Safe Harbor 401(k) program[57] Corporate Responsibility and Financial Compliance - The Company has established a Corporate Responsibility program aligned with its core business strategy to deliver long-term value[65] - To qualify as a REIT, the company must distribute at least 90% of its REIT taxable income annually, excluding net capital gains[146] - If the company loses its REIT status, it would face significant tax consequences, reducing funds available for stockholder distributions[145] - The company may need to borrow funds during unfavorable market conditions to meet REIT distribution requirements, which could adversely affect its financial condition[146] - The company is subject to a 4% nondeductible excise tax if distributions are less than 85% of ordinary income, 95% of capital gain net income, and 100% of undistributed income from prior years[146] - Tax liabilities from acquisitions may impact the company's business, particularly if it acquires a C corporation and disposes of its assets within five years[150] - The company could be subject to a 100% penalty tax on net income from prohibited transactions, which may limit its ability to engage in certain sales[151] - Dividends payable by REITs do not qualify for reduced tax rates available for some dividends, making them less attractive to certain investors[152] - The failure of subsidiary REITs to qualify could adversely affect the company's ability to comply with REIT income and asset tests[144] - The company's access to capital depends on market perception of growth potential, current debt levels, and stock price[146] - The company must not have any earnings and profits accumulated in a non-REIT year to maintain its REIT status[150] Financial Risks - The Company is exposed to interest rate risk primarily through its unsecured revolving credit facility, which bears interest at a floating rate[136]

Financial Performance & Growth Drivers - Kimco's total capitalization reached $25.1 billion[4] - The company estimates portfolio average organic growth (rent bumps) of 1.25% to 1.5% per year[7] - Kimco realized $36 million in G&A synergies from the RPT acquisition in 2024[7] - Kimco achieved a 7.7% growth in FFO/diluted share over 4Q23[73] - Kimco projects 2025 capital expenditures to be less than 20% of NOI[58] Portfolio & Occupancy - Portfolio occupancy reached 96.3%[75] - Small shop occupancy is at 91.7%, nearing an all-time high[75] - Approximately 82% of Kimco's Annual Base Rent (ABR) comes from top major metro markets[9] - Approximately 90% of 2024 GLA was overall retention[24] - Anchor leasing spreads trailing 12 months ("TTM") were 59.2%[33] Capital Allocation & Investments - Kimco anticipates $100 million to $125 million in total net acquisitions in 2025, including Structured Investments, with a 7.0% to 8.0% blended cap rate[7, 60] - Kimco has deployed approximately $400 million in structured investments[61] - The company completed the $2.2 billion acquisition of 56 properties from RPT in January 2024 at an ~8.50% implied cap rate[64] Debt & Financial Strength - Kimco's look-through net debt to EBITDA was 5.6x in 4Q24[65] - Approximately 99.8% of Kimco's consolidated debt is fixed rate[79] - Kimco has $2.7 billion in immediate liquidity[80]

Financial Data and Key Metrics Changes - FFO for Q4 2024 was $286.9 million or $0.42 per diluted share, up from $239.4 million or $0.39 per diluted share in Q4 2023, representing a per-share increase of 7.7% [35] - Total pro-rata NOI increased by $60.8 million or 17.8% to $403.4 million compared to the same period last year [35] - Year-end portfolio occupancy stood at 96.3%, reflecting a year-over-year increase of 10 basis points [37] Business Line Data and Key Metrics Changes - Same-site NOI growth for Q4 was 4.5%, driven primarily by higher minimum rent contributing 3.8% [38] - RPT same-site NOI growth reached 6.2%, with occupancy increasing by 120 basis points [23] - Internet-resistant retailers now account for over 50% of new lease volume, with a surge in leasing to medical and wellness tenants [19] Market Data and Key Metrics Changes - National vacancy rate remains near record lows, facilitating strong leasing momentum [13] - The lack of new supply is measured at just 0.3% of existing retail stock, contributing to favorable supply and demand dynamics [13] - The average unemployment rate across the portfolio is 20 basis points lower than the national average, supporting increased sales at retailers [16] Company Strategy and Development Direction - The company is focused on repositioning its portfolio into first-ring suburbs to leverage natural barriers to entry and pricing power advantages [14] - Kimco Realty Corporation aims to transform its portfolio into a grocery-anchored and mixed-use portfolio, capitalizing on demographic trends [15] - The company plans to selectively dispose of long-term flat ground leases and monetize select development entitlements to enhance growth [32] Management's Comments on Operating Environment and Future Outlook - Management remains confident about growth prospects despite economic uncertainties and recent tenant bankruptcies [43] - The initial 2025 FFO per share outlook range is $1.70 to $1.72, representing a growth range of 3% to 4.2% [43] - The company anticipates same property NOI growth of 2% plus, factoring in potential credit loss from bankruptcies [44] Other Important Information - The company achieved its goal of entitling 12,000 apartment units a year ahead of schedule, expanding its mixed-use portfolio [15] - The liquidity position remains strong with $690 million in cash and full availability of a $2 billion revolving credit facility [41] - Moody's affirmed the company's Baa1 unsecured debt rating with a positive outlook [42] Q&A Session Summary Question: Can you talk about the credit loss reserve and exposure to potential trouble tenants? - Management indicated a credit loss reserve of 75 to 100 basis points, with a 130 basis point impact from tenants in bankruptcy [51][60] - The company has already absorbed a 10 basis point impact from Big Lots in 2024, with ongoing efforts to backfill spaces [52][56] Question: What does the opportunity set look like for acquisitions? - Management stated that they have already identified and closed on net acquisition activity, with plans to recycle capital from dispositions into new opportunities [67][69] Question: Can you provide more color on the assumptions for credit loss reserves? - Management expressed comfort with the credit loss range, considering the ongoing bankruptcy processes for Party City and Joanne's [111][112] Question: What is the focus on development and redevelopment spending? - Management emphasized a retail-driven focus for redevelopment, with opportunities to backfill existing spaces rather than extensive new development [96][99] Question: How are you planning to market spaces from bankrupt tenants? - The company markets spaces well in advance of any bankruptcy filings, with ongoing efforts to upgrade tenancy and secure new leases [125][126]

Financial Performance - Fourth quarter 2024 net income was $154.8 million, or $0.23 per diluted share, a 4.5% increase from $133.4 million, or $0.22 per diluted share in Q4 2023[4] - Full year 2024 net income was $375.7 million, or $0.55 per diluted share, down from $629.3 million, or $1.02 per diluted share in 2023, primarily due to a special cash dividend received in 2023[8] - Net income attributable to the company for the year ended December 31, 2024, was $410.8 million, compared to $654.3 million in 2023, reflecting a decrease of 37.2%[24] - The company reported a basic net income per common share of $0.23 for Q4 2024, compared to $0.22 for Q4 2023, marking a 4.5% increase[24] - Net income available to the company's common shareholders for Q4 2024 was $154.835 million, an increase of 16% from $133.360 million in Q4 2023[27] Funds From Operations (FFO) - Funds From Operations (FFO) grew 7.7% year-over-year to $286.9 million, or $0.42 per diluted share, compared to $239.4 million, or $0.39 per diluted share in Q4 2023[7] - FFO for the full year 2024 was $1.1 billion, or $1.65 per diluted share, representing a 5.1% increase from $970.0 million, or $1.57 per diluted share in 2023[9] - Funds from Operations (FFO) available to the company's common shareholders for Q4 2024 was $286.901 million, up 20% from $239.443 million in Q4 2023[27] - FFO per common share - diluted for the year ended December 31, 2024, was $1.65, compared to $1.57 for the year ended December 31, 2023, reflecting a 5% increase[27] - The projected range for FFO available to the company's common shareholders for the full year 2025 is between $1.70 and $1.72 per diluted share[33] Revenue and Income Growth - Total revenues for Q4 2024 reached $525.4 million, a 16.3% increase from $451.6 million in Q4 2023[24] - Rental property revenues for the year were $2.02 billion, a 14.3% increase from $1.77 billion in 2023[24] - Same Property Net Operating Income (NOI) increased by 4.5% in Q4 2024, driven by a 3.8% rise in minimum rents[13] - Same Property Net Operating Income (NOI) for the year ended December 31, 2024, was $1.526 billion, a 3.5% increase from $1.475 billion in 2023[30] Portfolio and Acquisitions - The company acquired Waterford Lakes Town Center for $322 million and Markets at Town Center for $108 million, expanding its portfolio significantly[5][11] - Pro-rata portfolio occupancy reached 96.3%, up 10 basis points year-over-year, with pro-rata anchor occupancy at 98.2%, an increase of 20 basis points[5] Assets and Liabilities - The company's total assets increased to $20.3 billion in 2024, up from $18.3 billion in 2023, representing an 11.1% growth[22] - Total liabilities rose to $9.46 billion in 2024, compared to $8.55 billion in 2023, an increase of 10.7%[22] - The company’s cash and cash equivalents decreased to $689.7 million in 2024 from $783.8 million in 2023, a decline of 12.0%[22] - The company ended 2024 with approximately $2.7 billion of immediate liquidity, including $689.7 million in cash and cash equivalents[15] Expenses and Charges - Operating income for Q4 2024 was $166.4 million, slightly down from $168.6 million in Q4 2023[24] - Interest expense and other income, net for Q4 2024 was $66.032 million, compared to $46.917 million in Q4 2023, showing an increase of 41%[30] - The company incurred impairment charges of $4.5 million for the year, down from $14.0 million in 2023[24] - The company reported impairment charges of $9.985 million for the year ended December 31, 2024, down from $15.060 million in 2023[27] - The company incurred merger-related charges of $25.246 million for the year ended December 31, 2024, compared to $4.766 million in 2023[28] Lease Activity - Kimco signed 429 leases totaling 2.4 million square feet in Q4 2024, with new leases generating blended pro-rata cash rent spreads of 11.4%[13] Depreciation and Amortization - Depreciation and amortization related to real estate for the year ended December 31, 2024, was $603.685 million, compared to $507.265 million in 2023, indicating a significant increase[30] Shareholder Returns - Preferred dividends increased to $31.8 million for the year ended December 31, 2024, compared to $25.0 million in 2023, reflecting a 27.2% increase[24] Share Count - The weighted average shares outstanding for FFO calculations increased to 681.726 million in Q4 2024 from 620.356 million in Q4 2023[27]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to_________ Commission File Number: 1-10899 (Kimco Realty Corporation) Commission File Number: 333-269102-01 (Kimco Realty OP, LLC) KIMCO REALTY CORPORATION ...

Kimco Realty Corporation (NYSE:KIM) Q3 2024 Earnings Conference Call October 31, 2024 8:30 AM ET Company Participants David Bujnicki - SVP, IR Conor Flynn - CEO Ross Cooper - President & CIO Glenn Cohen - CFO Conference Call Participants Alexander Goldfarb - Piper Sandler Michael Goldsmith - UBS Juan Sanabria - BMO Capital Markets Dori Kesten - Wells Fargo Jeff Spector - Bank of America Samir Khanal - Evercore ISI Floris van Dijkum - Compass Point Craig Mailman - Citi Ravi Vaidya - Mizuho Greg McGinniss - D ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the company, reflecting the impact of the RPT Realty merger [Condensed Consolidated Financial Statements of Kimco Realty Corporation](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements%20of%20Kimco%20Realty%20Corporation) The company's balance sheet expanded due to the RPT merger, while net income decreased significantly compared to the prior year Kimco Realty Corporation - Balance Sheet Highlights (in thousands) | Account | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$19,504,177** | **$18,274,022** | | Real estate, net | $16,565,463 | $15,094,925 | | **Total Liabilities** | **$8,707,560** | **$8,548,287** | | Notes payable, net | $7,337,253 | $7,262,851 | | **Total Equity** | **$10,726,607** | **$9,653,458** | Kimco Realty Corporation - Income Statement Highlights (in thousands) | Metric | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Total Revenues | $1,003,985 | $885,732 | | Operating Income | $291,405 | $329,673 | | Net Income Attributable to the Company | $108,764 | $396,389 | | **Net Income Available to Common Shareholders** | **$92,861** | **$383,938** | | Diluted EPS | $0.14 | $0.62 | - Net cash flow from operating activities decreased to **$470.2 million** for the six months ended June 30, 2024, from $600.3 million in the same period of 2023, while net cash used for financing activities increased significantly to **$1.12 billion**[36](index=36&type=chunk) [Condensed Consolidated Financial Statements of Kimco Realty OP, LLC](index=15&type=section&id=Condensed%20Consolidated%20Financial%20Statements%20of%20Kimco%20Realty%20OP%2C%20LLC) The operating partnership's financial statements mirror the parent company's, with a capital structure presented as Members' Capital - The assets and liabilities of Kimco Realty OP, LLC are identical to those of the parent company, Kimco Realty Corporation, as the parent consolidates the OP for financial reporting[15](index=15&type=chunk)[38](index=38&type=chunk) Kimco Realty OP, LLC - Income Statement Highlights (in thousands) | Metric | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Total Revenues | $1,003,985 | $885,732 | | Operating Income | $291,405 | $329,673 | | Net Income Attributable to Kimco OP | $108,940 | $396,389 | | **Net Income Available to Common Unitholders** | **$93,037** | **$383,938** | | Diluted EPS | $0.14 | $0.62 | [Notes to Condensed Consolidated Financial Statements](index=23&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail accounting policies and key financial events, including the RPT Realty merger, debt management, and equity transactions - The company operates as a single reportable segment, focusing on the ownership, management, and operation of open-air, grocery-anchored shopping centers[55](index=55&type=chunk) - On January 2, 2024, the company completed its merger with RPT Realty, acquiring 56 shopping centers and incurring **$25.2 million** in related expenses during the first half of 2024[57](index=57&type=chunk)[59](index=59&type=chunk) RPT Merger Provisional Purchase Price Allocation (in thousands) | Category | Provisional Allocation as of June 30, 2024 | | :--- | :--- | | Real estate assets | $1,888,591 | | Investments in JVs & other | $446,017 | | Other assets acquired | $63,657 | | **Total assets acquired** | **$2,398,265** | | Notes payable | ($821,500) | | Other liabilities assumed | ($134,305) | | **Total liabilities assumed** | **($955,805)** | | **Total purchase price** | **$1,442,460** | - During the first six months of 2024, the company sold its remaining shares of Albertsons Companies Inc (ACI), generating net proceeds of **$299.1 million** and a taxable gain of **$288.7 million**[94](index=94&type=chunk) - In January 2024, the company entered into 21 interest rate swap agreements with notional amounts totaling **$510.0 million** to hedge variable-rate debt[115](index=115&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes financial results, highlighting a 3.4% Same Property NOI growth alongside a net income decline due to merger costs and a non-recurring dividend - The company's primary business objective is to be the premier owner and operator of open-air, grocery-anchored shopping centers and mixed-use assets in the U.S[177](index=177&type=chunk) Key Performance Indicators - Six Months Ended June 30 | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Net Income Available to Common Shareholders | $92.9M | $383.9M | ($291.0M) | | Diluted EPS | $0.14 | $0.62 | ($0.48) | | FFO per Diluted Share | $0.80 | $0.78 | $0.02 | | Same Property NOI Growth | 3.4% | N/A | N/A | - The significant decrease in Net Income is primarily attributed to a **$194.1 million** special dividend from ACI received in 2023 and **$25.2 million** in one-time merger charges incurred in 2024[186](index=186&type=chunk)[194](index=194&type=chunk)[198](index=198&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Rental property revenue increased due to the RPT merger, but higher expenses and the absence of a prior-year special dividend reduced net income - Revenues from rental properties for the first half of 2024 increased by **$117.8 million** year-over-year, driven by **$89.3 million** from the RPT merger portfolio[189](index=189&type=chunk) - Depreciation and amortization for the six months ended June 30, 2024, increased by **$47.3 million** year-over-year, mainly due to the addition of properties from the RPT merger[196](index=196&type=chunk) - The company incurred **$25.2 million** in merger charges during the first six months of 2024, primarily consisting of severance, professional, and legal fees[194](index=194&type=chunk) - A significant variance in year-over-year net income was the **$194.1 million** special dividend from Albertsons Companies Inc (ACI) received in 2023, which did not recur in 2024[198](index=198&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position through operating cash flow, a $2.0 billion credit facility, and access to public capital markets Summary of Cash Flow Activities (in thousands) | Activity | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash from operating activities | $470,150 | $600,279 | | Net cash (used for)/from investing activities | ($10,532) | $162,923 | | Net cash used for financing activities | ($1,115,820) | ($376,554) | | **Net change in cash** | **($656,202)** | **$386,648** | - The company has a **$2.0 billion** unsecured revolving credit facility, which can be increased to $2.75 billion, with **$220.0 million** outstanding as of June 30, 2024[206](index=206&type=chunk)[231](index=231&type=chunk) - During the first half of 2024, the company repaid approximately **$1.2 billion** of unsecured notes, including **$511.5 million** assumed in the RPT merger[216](index=216&type=chunk)[230](index=230&type=chunk) - The company anticipates spending up to **$175.0 million** on property acquisitions and up to **$200.0 million** on redevelopment for the remainder of 2024[212](index=212&type=chunk)[213](index=213&type=chunk) [Funds From Operations (FFO)](index=52&type=section&id=Funds%20From%20Operations) FFO, a key non-GAAP performance metric, increased to $0.80 per diluted share for the first six months of 2024, despite including merger-related charges FFO Reconciliation and Per Share Data (in thousands, except per share) | Metric | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net income available to common shareholders | $92,861 | $383,938 | | Adjustments (Depreciation, Gains, etc) | $444,926 | $98,031 | | **FFO available to common shareholders** | **$537,787** | **$481,969** | | FFO per diluted share | $0.80 | $0.78 | - FFO for the six months ended June 30, 2024, includes **$25.2 million**, or **$0.04 per diluted share**, of merger-related charges[254](index=254&type=chunk) [Same Property Net Operating Income (Same property NOI)](index=53&type=section&id=Same%20Property%20Net%20Operating%20Income) Same property NOI, a non-GAAP measure, grew 3.4% in the first half of 2024, driven by increased rental revenue and lower operating expenses - Same property NOI for the six months ended June 30, 2024, **increased by 3.4%** year-over-year, rising to **$758.8 million**[258](index=258&type=chunk)[259](index=259&type=chunk) - The **3.4% growth** in six-month same property NOI was primarily driven by a **$21.8 million** increase in rental revenue from strong leasing activity[259](index=259&type=chunk)[260](index=260&type=chunk) - For the three months ended June 30, 2024, same property NOI **increased by 3.0%** compared to the same period in 2023[258](index=258&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuation, which it manages through a majority fixed-rate debt structure and interest rate swaps - The company's main market risk is interest rate risk, which it manages using derivative instruments like interest rate swaps[263](index=263&type=chunk) - As of June 30, 2024, the company had interest rate swaps with a total notional value of **$510.0 million** to convert variable-rate debt to fixed-rate[263](index=263&type=chunk) Debt Obligations by Type as of June 30, 2024 (in millions) | Debt Type | Total Carrying Value | | :--- | :--- | | **Secured Debt** | | | Fixed Rate | $320.3 | | Variable Rate | $17.2 | | **Unsecured Debt** | | | Fixed Rate | $7,123.1 | | Variable Rate | $214.2 | - A hypothetical **1.0% increase** in short-term interest rates would have resulted in a **$1.2 million** increase in interest expense for the six months ended June 30, 2024[267](index=267&type=chunk) [Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2024, with no material changes during the quarter - The Chief Executive Officer and Chief Financial Officer of both Kimco Realty Corporation and Kimco Realty OP, LLC concluded that disclosure controls and procedures were effective as of June 30, 2024[268](index=268&type=chunk)[271](index=271&type=chunk) - The company is integrating RPT's operations following the January 2, 2024 merger, but these activities have not materially impacted internal controls over financial reporting[269](index=269&type=chunk)[272](index=272&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material litigation, nor is it aware of any such threatened litigation - The company is not presently involved in any material legal proceedings, and none are known to be threatened[276](index=276&type=chunk) [Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2023 Annual Report on Form 10-K - There are no material changes to the risk factors disclosed in the company's 2023 Form 10-K[277](index=277&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No shares were repurchased under public programs, but shares were repurchased to satisfy employee tax withholding obligations - The company did not repurchase any common or preferred stock under its publicly announced repurchase programs during the first six months of 2024[278](index=278&type=chunk)[279](index=279&type=chunk) - As of June 30, 2024, **$224.9 million** was available for repurchase under the company's common share repurchase program[279](index=279&type=chunk) - The company repurchased 740,406 common shares for **$14.7 million** during the first half of 2024 to cover employee tax withholding obligations on vested equity awards[280](index=280&type=chunk) [Other Information](index=56&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the second quarter of 2024 - No director or officer adopted or terminated a Rule 10b5-1 trading plan during the second quarter of 2024[284](index=284&type=chunk) [Exhibits](index=57&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including credit agreement amendments and required CEO/CFO certifications - The exhibits include amendments to credit agreements, CEO/CFO certifications under Sarbanes-Oxley, and XBRL data files[286](index=286&type=chunk)

Financial Data and Key Metrics Changes - FFO for Q2 2024 was $276 million, or $0.41 per diluted share, compared to $243.9 million, or $0.39 per diluted share in Q2 2023, representing a 5.1% increase per share [17][18] - Total pro rata NOI for Q2 2024 was $387.9 million, an increase of $45.8 million year-over-year [18] - Same-site NOI growth was positive 3% for Q2 2024, driven by higher minimum rents [20] Business Line Data and Key Metrics Changes - The company signed 144 new leases totaling 669,000 square feet with rent spreads of 26.3%, marking the 11th consecutive quarter of double-digit new leasing spreads [10] - Renewals and options totaled 338 with a spread of 9%, contributing to an overall deal volume of 2.3 million square feet and combined rent spreads of 11.7% [10] - Pro-rata occupancy increased to 96.2%, with anchored occupancy at 98.1% and small shop occupancy at 91.7%, matching an all-time high [10] Market Data and Key Metrics Changes - The retail sector is experiencing a positive dynamic with store openings outpacing closures, leading to record-low vacancies [8] - The development of new shopping centers remains low at approximately 0.2% of existing inventory, providing a tailwind for the retail sector [8] - The company noted that rents would need to increase by 35% to 55% to stimulate new development investments in top markets [9] Company Strategy and Development Direction - The company focuses on grocery-anchored, necessity-based retail, which has proven resilient in various economic conditions [9] - The management is optimistic about the performance of the RPT portfolio, which has shown significant outperformance [11] - The company aims to achieve $300 million to $350 million in acquisitions for 2024, with a focus on larger format open-air centers [15] Management's Comments on Operating Environment and Future Outlook - Management highlighted mixed signals in the economy, with strong labor market conditions supporting consumer resilience [7] - The company raised its FFO per diluted share guidance for 2024 to a range of $1.60 to $1.62, reflecting strong first-half results and expectations for the remainder of the year [23] - Management expressed confidence in achieving same-site NOI growth of 2.75% to 3.25% for the full year [23] Other Important Information - The company has increased its cost-saving synergies from the RPT acquisition to $35 million to $36 million for the year [23] - The balance sheet metrics showed consolidated net debt to EBITDA at 5.5 times, indicating a strong liquidity position [21][22] - The company achieved sustainability goals, resulting in reduced borrowing spreads on its credit facilities [22] Q&A Session Summary Question: Contribution of FFO guidance from same property NOI - Management indicated that the primary driver of the FFO guidance increase is the operating portfolio, with quicker rent commencements contributing significantly [26][27] Question: Factors driving deceleration in same property NOI growth - Management acknowledged tougher comparisons in Q3 but remains comfortable with the revised guidance range [29] Question: Ability to close the gap in small shop occupancy - Management sees the vacancy as an opportunity and anticipates that small shop leasing will strengthen as anchors come online [33][34] Question: Interest in the retail sector compared to six months ago - Management noted increased capital formation for open-air shopping centers and a growing interest from private equity [37][38] Question: Incremental deal flow expectations - Management expects more core acquisitions in the second half of the year as structured investments have been completed [42] Question: Retention of anchor leases - Management is actively resolving expiring leases and focusing on backfilling space at higher rents [82] Question: Year-over-year rent growth expectations - Management anticipates continued same-site NOI growth above historical averages, driven by high retention rates and new leasing [86]