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RPT Merger

6 Months Ended

Jun. 30, 2025

3. RPT Merger

Overview

On January 2, 2024, the Company completed the RPT Merger, under which RPT merged with and into the Company, with the Company continuing as the surviving public company. Under the terms of the Merger Agreement, each RPT common share was converted into 0.6049 of a newly issued share of the Company’s common stock, together with cash in lieu of fractional shares and each 7.25% Series D Cumulative Convertible Perpetual Preferred Share of RPT was converted into the right to receive one depositary share representing one one-thousandth of a share of Class N Preferred Stock of the Company.

The following highlights the Company’s significant activity upon completion of the $1.4 billion RPT Merger on January 2, 2024:

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Added 56 open-air shopping centers, 43 of which were wholly owned and 13 of which were owned through a joint venture, comprising 13.3 million square feet of gross leasable area (“GLA”);

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Obtained RPT’s 6% stake in a 49-property net lease joint venture;

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Assumed $821.5 million of unsecured notes and term loans, of which the Company repaid $511.5 million of unsecured notes in January 2024;

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Issued 53.0 million shares of common stock and 1.8 million depositary shares of Class N Preferred Stock to effect the RPT Merger;

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Issued 953,400 OP Units in Kimco OP, which were fully vested upon issuance and had a fair market value of $21.0 million;

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Obtained a $13.5 million operating right-of-use asset (excluding an intangible right-of-use asset of $7.4 million) in exchange for a new operating lease liability related to a property under an operating ground lease agreement; and

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Obtained a finance right-of-use asset of $6.8 million (which is included in Other assets on the Company’s Condensed Consolidated Balance Sheets).

Since the date of the RPT Merger through June 30, 2024, the revenue and net income included in the Company’s Condensed Consolidated Statements of Income were $89.3 million and $5.7 million (excluding $25.2 million of merger-related charges), respectively.

Pro forma Information

The pro forma financial information set forth below is based upon the Company’s historical Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024, adjusted to give effect to these properties acquired as of January 1, 2023. 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 are presented in millions.


	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
Revenues from rental properties, net	$	496.2	$	995.1
Net income (1)	$	122.1	$	138.3
Net income available to the Company’s common shareholders (1)	$	111.8	$	118.1

(1)

The pro forma earnings for the six months ended June 30, 2024 were adjusted to exclude merger-related charges of $25.2 million.