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Noncontrolling Interests
3 Months Ended
Mar. 31, 2025
Noncontrolling Interest [Abstract]  
Noncontrolling Interests

13. 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 Condensed 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 Condensed Consolidated Statements of Operations.

The Parent Company issued 953,400 OP Units in Kimco OP during 2024, which were fully vested upon issuance and had a fair market value of $21.0 million. In addition, the Parent Company has granted to certain employees and directors LTIP Units with time-based vesting requirements (“Time-Based LTIP Units”) and LTIP Units with performance-based vesting requirements (“Performance-Based LTIP Units”), assuming the maximum target performance. See Footnote 16 of the Notes to Condensed Consolidated Financial Statements for further disclosure. As of March 31, 2025, the Parent Company owned 99.84% of the outstanding OP Units in Kimco OP. The OP Units are currently redeemable at the option of the holder (subject to restrictions agreed upon at the time of issuance of LTIP Units to certain holders that may restrict such redemption right for a period of time) for the Parent Company’s common stock at a ratio

of 1:1 or cash at the option of the Parent Company. As of March 31, 2025, noncontrolling interests relating to the Noncontrolling OP units were $22.9 million and consisted of the following:

 

Type

 

Units Outstanding

 

 

Return Per Annum

Vested OP Units

 

 

977,382

 

 

Equal to the Company’s common stock dividend

Unvested Time-Based OP Units

 

 

96,560

 

 

Equal to the Company’s common stock dividend

Unvested Performance-Based OP Units

 

 

474,611

 

 

Dividend equivalent OP Units upon vesting

The Company owns eight shopping center properties located in Long Island, NY, which were acquired during 2022, partially through the issuance of $122.1 million of Preferred Outside Partner Units and $13.6 million of Common Outside Partner Units. The noncontrolling interest is classified as mezzanine equity and included in Redeemable noncontrolling interests on the Company’s Condensed Consolidated Balance Sheets as a result of the put right available to the unit holders, an event that is not solely in the Company’s control. During the three months ended March 31, 2025, 46,461 Preferred Outside Partner Units and 5,162 Common Outside Partner Units were redeemed for cash of $1.0 million, in separate transactions. These transactions resulted in a net decrease in Redeemable noncontrolling interests of $0.7 million and a decrease in the embedded derivative liability in Other liabilities of $0.4 million on the Company’s Condensed Consolidated Balance Sheets. During the three months ended March 31, 2024, 70,395 Preferred Outside Partner Units were redeemed for cash of $1.4 million. This transaction resulted in a net decrease in Redeemable noncontrolling interests of $0.9 million and a decrease in the embedded derivative liability in Other liabilities of $0.5 million on the Company’s Consolidated Balance Sheets. As of March 31, 2025, the Outside Partner Units related to these acquisitions total $56.4 million, including noncontrolling interests of $36.6 million and an embedded derivative liability associated with put and call options of these unitholders of $19.8 million. The Outside Partner Units related annual cash distribution rates and related conversion features consisted of the following as of March 31, 2025:

 

Type

 

Par Value
Per Unit

 

 

Units
Outstanding

 

 

Return Per Annum

Preferred Outside Partner Units

 

$

20.00

 

 

 

2,450,246

 

 

3.75%

Common Outside Partner Units

 

$

20.00

 

 

 

261,369

 

 

Equal to the Company’s common stock dividend

 

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 Stockholders’ equity/Members’ capital on the Company’s Condensed Consolidated Balance Sheets.

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the three months ended March 31, 2025 and 2024 (in thousands):

 

 

Three Months Ended March 31,

 

 

2025

 

 

2024

 

Balance at January 1,

 

$

47,877

 

 

$

72,277

 

Net income

 

 

813

 

 

 

1,137

 

Distributions

 

 

(813

)

 

 

(1,137

)

Redemption/conversion of noncontrolling interests (1)

 

 

(676

)

 

 

(861

)

Adjustment to estimated redemption value

 

 

(577

)

 

 

(977

)

Balance at March 31,

 

$

46,624

 

 

$

70,439

 

 

(1)
Includes Preferred and Common Outside Partner Units, which were partially redeemed during the three months ended March 31, 2025 and 2024.